Societe Anonyme
CARS MOTORCYCLES
AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
with the d.t. “MOTODYNAMICS S.A.”
G.C.R. (GEMI) NO. 122090707000
Registered Address: Germanikis Scholis Athinon str. 10, P.C. 15123 Marousi
ANNUAL FINANCIAL REPORT
OF THE COMPANY & THE GROUP
FOR THE FISCAL YEAR FROM THE 1st OF JANUARY UNTIL THE
PURSUANT TO ARTICLE 4 OF L.3556/2007
TABLE OF CONTENTS
Page
DECLARATIONS BY THE MEMBERS OF THE BOARD OF DIRECTORS ........................................................................................... 1
ANNUAL REPORT OF THE BOARD OF DIRECTORS (CORPORATE AND CONSOLIDATED) FOR THE YEAR FROM THE 1
ST
OF JANUARY 2023 TO THE 31
ST
OF DECEMBER 2023 .......................................................................................................................... 2
CORPORATE GOVERNANCE STATEMENT FOR THE YEAR 01/01/2023 – 31/12/2023 (HEREINAFTER ALSO REFERRED TO AS
“STATEMENT”) .......................................................................................................................................................................................... 11
INDEPENDENT CERTIFIED AUDITOR’S REPORT ............................................................................................................................................... 35
STATEMENT OF COMPREHENSIVE INCOME FOR THE FISCAL YEAR ENDED ON THE 31
ST
OF DECEMBER 2023 ............ 43
FINANCIAL POSITION STATEMENT .................................................................................................................................................... 44
STATEMENT ON CHANGES IN GROUP EQUITY FOR THE FISCAL YEAR ENDED ON THEE 31
ST
OF DECEMBEER 2023 .... 45
STATEMENT ON CHANGES IN THE COMPANY’S EQUITY FOR THE FISCAL YEAR ENDED ON THE 31
ST
OF DECEMBER
2023.. ........................................................................................................................................................................................................... 46
STATEMENT ON CASH FLOWS FOR THE PERIOD FROM THE 1
ST
OF JANUARY TO THE 31
ST
OF DECEMBER 2023 ........... 48
1. GENERAL INFORMATION ............................................................................................................................................................ 49
2. BASIS OF PRESENTATION OF THE CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS .......................... 49
3. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS ................................................................. 51
4. MATERIAL ACCOUNTING POLICIES .......................................................................................................................................... 51
5. INVESTMENTS IN SUBSIDIARY UNDERTAKINGS ................................................................................................................... 60
6. SALES ................................................................................................................................................................................................ 61
7. COST OF SALES ............................................................................................................................................................................... 61
8. MANAGEMENT EXPENSES .......................................................................................................................................................... 61
9. DISTRIBUTION EXPENSES ........................................................................................................................................................... 62
10. OTHER INCOME .............................................................................................................................................................................. 63
11. OTHER EXPENSES ......................................................................................................................................................................... 62
12. DIVIDEND FROM SUBSIDIARIES ................................................................................................................................................ 63
13. FINANCIAL EXPENSES ................................................................................................................................................................. 64
14. INCOME TAX (CURRENT AND DEFERRED) .............................................................................................................................. 63
15. STAFF FEES ..................................................................................................................................................................................... 68
16. DEPRECIATION/ AMORTIZATION .............................................................................................................................................. 68
17. EARNINGS PER SHARE ................................................................................................................................................................. 69
18. TANGIBLE FIXED ASSETS ............................................................................................................................................................ 69
18. TANGIBLE FIXED ASSETS (CONTINUED) ................................................................................................................................. 70
19. GOODWILL ....................................................................................................................................................................................... 71
20. RIGHTS OF USE OF ASSETS ......................................................................................................................................................... 72
20. RIGHTS OF USE OF ASSETS (CONTINUED) .............................................................................................................................. 73
21. INTANGIBLE ASSETS - ROYALTIES ............................................................................................................................................ 74
22. INVENTORY ..................................................................................................................................................................................... 75
23. TRADE RECEIVABLES ................................................................................................................................................................... 75
24. OTHER RECEIVABLES/ ASSETS .................................................................................................................................................. 77
25. EXPENSES OF SUBSEQUENT FISCAL YEARS........................................................................................................................... 77
26. TREASURY AND EQUIVALENTS .................................................................................................................................................. 77
27. ALLOCATION OF BONUS SHARES TO MEMBERS OF THE MANAGEMENT ....................................................................... 78
28. SHARE CAPITAL ............................................................................................................................................................................. 78
29. RESERVES ........................................................................................................................................................................................ 79
30. DIVIDENDS ...................................................................................................................................................................................... 80
31. PROVISION FOR STAFF COMPENSATION ................................................................................................................................ 80
32. TRADE LIABILITIES....................................................................................................................................................................... 82
33. LOANS ............................................................................................................................................................................................... 82
34. OTHER CURRENT LIABILITIES ................................................................................................................................................... 86
35. CONTRACTUAL OBLIGATIONS ................................................................................................................................................... 85
36. AIMS AND RISK MANAGEMENT POLICIES ............................................................................................................................... 85
37. AUDITORS’ FEES ............................................................................................................................................................................ 89
38. COMMITMENTS AND CONTINGENT LIABILITIES .................................................................................................................. 89
39. OTHER NON-CURRENT ASSETS .................................................................................................................................................. 88
40. TRANSACTIONS – BALANCES WITH SIGNIFICANT RELATED PARTIES ............................................................................ 88
41. INFORMATION ABOUT OPERATING DIVISIONS ..................................................................................................................... 91
42. EVENTS AFTER THE DATE OF THE FINANCIAL POSITION STATEMENT ......................................................................... 92
CROSS-REFERENCE TABLE/ REFERENCES MATCHING WITH THE INFORMATION IN ARTICLE 10 OF L.3401/2005 ........ 93
1
DECLARATIONS BY THE MEMBERS OF THE BOARD OF DIRECTORS
(in accordance with article 4 par.2c of L.3556/2007)
The following signatories, 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
3. Konstantinos Mitropoulos, Member of the Board of Directors & Chairman of the Audit Committee,
appointed for this specific purpose by the Board of Directors at its current (as of this day, 20.03.2024) meeting.
WE DECLARE THAT:
As far as we know:
1. The attached Corporate and Consolidated Financial Statements of the Company and of the Group “MOTODYNAMICS
S.A.” for the fiscal year from January 1st, 2023 to December 31st, 2023, which were prepared in accordance with the applicable
International Financial Reporting Standards as adopted by the European Union, truly and properly reflect the assets and liabilities,
equity, the comprehensive income statement of the Company, as well as of the subsidiaries included in the consolidation, integrated
in an entire document, in accordance with the provisions of Article 4 par.2 of L.3556/2007.
2. The Annual Report of the Board of Directors on these financial statements illustrates in a true way the evolution, the
performance and the position of the Company, as well as of the undertakings included in the consolidated financial statements,
taken as a whole, including the description of the main risks and uncertainties they face.
Maroussi, on the 20th of March 2024
Paris Kyriakopoulos
Kriton Anavlavis
Konstantinos Mitropoulos
Chairman of the Board of Directors. &
CEO
Vice-Chairman of the Board
of Directors
Member of the Board of Directors &
Chairman of the Audit Committee
2
ANNUAL REPORT OF THE BOARD OF DIRECTORS (CORPORATE AND CONSOLIDATED) FOR
THE YEAR FROM THE
1st OF JANUARY 2023 TO THE 31st OF DECEMBER 2023
Ladies and Gentlemen Shareholders,
The Annual Report of the Board of Directors concerns the fiscal year 2023 (January 1st to December 31st, 2023), was prepared and is
harmonized with the relevant provisions of Articles 150, 152 & 153 of Law 4548/2018, Law 3556/2007 (Gov.Gaz. 91A/30.4/2007) and
the relevant implementing decisions of the Hellenic Capital Market Commission and in particular the decision number 7/448/11-10-2007
of the Board of Directors of the Hellenic Capital Market Commission.
This report contains all the important separate topics/ thematic sections, which are necessary, in accordance with the above mentioned
legislative framework and illustrates in a true way all the information required by law, so that a substantial and thorough update can be extracted
on the activity during the said period and the overall business course of the company “MOTODYNAMICS S.A.” (hereinafter referred to as
the Company) and the Group in which the following companies are consolidated:
1. MOTODIKTIO SA with registered seat in Greece and a participation rate 100%
2. MODODYNAMICS SRL with registered seat in Romania and a participation rate of 100%
3. MOTODYNAMICS LTD, with registered seat in Bulgaria and a participation rate of 100%
4. LION RENTAL SA with registered seat in Greece and a participation rate 100%
The report is included in its entirety along with the financial statements of the Company and the Group and other required data, declarations
and statements in the Annual Financial Report for the fiscal year 2023.
1) Overall Course and Progress of the Company and the Group in 2023
The following tables present the main data of the comprehensive income statement and the financial position statement for the years 2023
& 2022 at Group and Company level.
Comprehensive Income Statement:
Group
Company
01.01-
31.12.2023
01.01-
31.12.2022
01.01-
31.12.2023
01.01-
31.12.2022
Turnover
169.970.689
132.045.524
110.566.974
82.003.473
Earnings before Interest, Taxes,
Depreciation & Amortization
29.076.716
24.948.396
9.612.038
7.087.786
Operating Profit/Loss
17.668.423
15.459.231
7.474.210
5.390.962
% on sales
10.4%
11.7%
6.8%
6.6%
Profit/Loss before taxes
15.346.344
14.237.493
8.850.517
5.582.287
Profit/Loss after taxes
11.514.961
10.497.854
6.918.867
4.320.594
Turnover:
The Group’s turnover amounted to €170.0 million compared to €132.0 million in 2022, thus increased by 28.7%. Accordingly, the
Company’s turnover amounted to €110.6 million compared to €82.0 million in 2022, thus increased by 34.8%.
Earnings before Interest, Taxes, Depreciation & Amortization
Group
Company
01.01-
31.12.2023
01.01-31.12.2022
01.01-31.12.2023
01.01-31.12.2022
Profit/Loss after taxes
11.514.961
10.497.854
6.918.867
4.320.594
Taxes
(3.831.383)
(3.739.639)
(1.931.650)
(1.261.693)
Interest / Dividend Income
(2.322.078)
(1.221.738)
1.376.307
191.325
Depreciation/Amortization
(11.408.293)
(9.489.165)
(2.137.829)
(1.696.824)
Earnings before Interest Taxes
Depreciation and Amortization
(EBITDA)
29.076.716
24.948.396
9.612.038
7.087.786
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The Group’s earnings before interest, taxes, depreciation and amortization amounted to €29.1 million compared to €25 million in 2022,
thus increased by 16.5%. Accordingly, the profits before interest, taxes, depreciation & amortization of the parent company amounted to
€9.6 million compared to €7.1 million in 2022, thus increased by 35.6%.
Operating Profit/ Loss
The Group’s operating profits amounted to €17.7 million profits compared to €15.5 million in 2022, thus increased by 14.3%. Accordingly,
the Company’s operating profits amounted to €7.5 million compared to €5.4 million in 2022, thus increased by 38.6%.
Profit and loss before tax and after tax:
The Group’s profits before tax amounted to €15.3 million compared to €14.2 million in 2022, thus increased by 7.8% , while the Group’s
profits after tax amounted to €11.5 million compared to €10.5 million in 2022, thus increased by 9.7%.
The Company’s profits before tax amounted to €8.9 million compared to €5.6 million in 2022, thus increased by 58.5%, while profit after
tax amounted to €7 million compared to €4.3 million in 2022, thus increased by 60.1%
Long-term Assets (except for IFRS 16)
Group
Company
31-Dec-23
31-Dec-22
31-Dec-23
31-Dec-22
Tangible Fixed Assets
55.679.137
46.759.656
7.634.555
4.468.192
Intangible Assets
786.225
592.899
596.991
391.897
Deferred tax assets
2.571.060
3.655.105
609.175
615.140
Other long-term assets
1.165.551
1.172.070
427.501
626.002
60.201.973
52.179.730
9.268.221
6.101.231
Investments in subsidiaries
27.807.292
19.984.292
Goodwill
2.134.760
2.134.760
Total Long-Term Assets
62.336.733
54.314.490
37.075.513
26.085.523
In 2023 and excluding the impact of IFRS 16, the Group’s long-term assets increased by 14.8% compared to 2022. The non-current assets
of the Company and excluding the effect of IFRS 16 increased by 42,1% compared to 2022 mainly due to the increase of the
investment/hodling in the subsidiary LION RENTAL S.A. through the acquisition of the minority stake of the subsidiary and investments
in the Porsche’s division activity.
Working Capital (except for treasury, short-term loans, IFRS 16)
Group
Company
31-Dec-23
31-Dec-22
31-Dec-23
31-Dec-22
Stock
22.643.255
14.429.224
16.471.697
10.223.799
Trade Receivables
8.747.524
8.616.295
2.581.482
1.616.848
Receivables from subsidiaries
4.296.889
1.625.880
Expenses of subsequent years
843.575
1.871.303
366.903
406.539
Other Receivables/ Assets
1.017.945
828.902
851.239
715.787
33.252.299
25.745.723
24.568.210
14.588.853
Trade Liabilities
24.767.863
16.691.921
18.115.613
12.477.892
Contract Liabilities
3.879.118
4.415.927
3.194.811
2.978.498
Income taxes payable
1.836.347
890.022
1.419.791
436.780
Other current liabilities
4.525.585
4.958.645
2.368.585
2.555.036
35.008.913
26.956.515
25.098.799
18.448.205
Working Capital
(1.756.614)
(1.210.792)
(530.589)
(3.859.353)
In 2023, the Group’s working capital (without net borrowing) is negative mainly due to the increase in trade liabilities of Lion Rental S.A.
in the context of the renewal of its car fleet. In 2023 the Company and the Group responded without any problem to their obligations to
suppliers and banks and therefore there are no arrears by 31 December 2023. Further, they have sufficient creditworthiness, which is
confirmed by the amount of credit lines which, on December 31, 2023, amounted to € 19,0 million at Company’s level and € 65,2 million
at Group’s level including a limit of letters of guarantee of €2.7
million. As of 31.12.2023, the Company has used these credit lines for
loans and letters of guarantee amounting to €7,6 million and the Group to € 31,5 million.
4
Net lending:
Group
Company
31-Dec-23
31-Dec-22
31-Dec-23
31-Dec-22
Long-term Loans
21.440.000
15.444.155
-
-
Short-term Loans
7.395.493
10.000.000
6.395.493
-
Treasury and equivalents (Cash and Cash
Equivalents)
(2.536.851)
(6.428.036)
(42.286)
(4.068.005)
Net lending
26.298.642
19.016.119
6.353.207
(4.068.005)
Only bank lending without the effect of IFRS 16 has been taken into account for the calculation of net lending. In 2023, the Group’s net
lending amounted to €26,3 million, showing an increase of 38,3% compared to 2022. The increase is mainly due to the acquisition of the
minority shares of Lion Rental S.A. at a price of €7,7 million which was paid in cash from the Company’s treasury. On 31.12.2023, the
Company’s net lending amounted to €6,4 million.
Capital employed
Group
Company
31-Dec-23
31-Dec-22
31-Dec-23
31-Dec-22
Net lending
26.298.642
19.016.119
6.353.207
(4.068.005)
Equity
33.350.834
32.870.783
29.651.821
25.756.602
Total Capital Employed
59.649.477
51.886.902
36.005.028
21.688.597
In 2023, the Group and the Company showed an improvement in the total capital employed. It is noted that due to the acquisition of the
minority shares of Lion Rental S.A., the Group’s Equity decreased by €7,7 million.
2) Report of significant events that took place during the fiscal year
In May 2023 the 19,5% of the minority shares of LION RENTAL SA was acquired at a price of €7,7 million which was paid in cash from
the Company’s treasury.
In 12 June 2023, the Ordinary General Assembly of the Company’s Shareholders convened and approved the following:
The free allocation of treasury shares that have already been acquired or/and will be acquired by the Company to its directors and
subsidiaries and to the Chairman of the BoD and CEO in accordance with the provisions of article 114 of L. 4548/2018 and the granting
of authorization to the Board of Directors to decide the specific allocation conditions and the granting of permission in accordance with
article 98 par. 1 of L. 4548/2018. The free distribution of new shares to the member of the Board of Directors and former CEO of the
Company, in accordance with the provisions of Article 114 of Law 4548/2018, the increase of the share capital by the amount of 324.000
EUR by capitalization of an equal part of the special reserve “reserve for the allocation of free (bonus) shares to members of the
management” and the issue of 900.000 new common registered shares, with voting rights, of a nominal value of 0,36 EUR each.
On 18 December 2023, the subsidiary “Lion Rental S.A.” , in the context of refinancing of its existing borrowing, concluded a new secured
bank bond loan of up to € 35,5 million with a duration until 27.06.2029 under the decision of the Board of Directors dated 13/12/2023
based on the provisions of L. 4548/2018 and L3156/2003.
For the year 2022, the ordinary General Assembly as of 12 June 2023, after a proposal from the Board of Directors, decided to distribute
a dividend of EUR 2.632.500,00 from the retained earnings on the 31st of December 2022, which took place on the 21st of June 2023.
3) Anticipated course of the Group
The Group expects substantial growth and increase of its financial figures for the following year. The motorcycle and car markets continue
their positive course of development at the beginning of the year. Our forecasts for incoming visitors to our country are positive and the
planning of our company focuses on another very profitable tourist season. The global economic and geopolitical environment remains
highly volatile. Price pressure is expected to continue, with the Company making the necessary moves to maintain profit margins and the
Return on Capital employed. A possible escalation of geopolitical events in Ukraine or in the Middle East may lead to further deterioration
of the economic environment and pressure on the markets in which the Group operates. The partial deflation of inflation is expected to
result in a decrease of interest rates, however, the scope and the timing from the central banks is not clear. The Management maintains a
high level of adaptability and will move in the most appropriate way in any possible development.
4) Information relating to the acquisition of treasury shares
In accordance with the provisions of Article 49 of Law 4548/2018, the Company may, following a decision of the General Assembly of
its shareholders, acquire shares, corresponding to a maximum of 10% of its paid-up share capital. The implementation of such decisions
5
of the General Assembly is made by decisions of the Board of Directors or of the persons to whom the Board of Directors has delegated
the relevant power.
Pursuant to the above provisions, the General Assembly of the Company’s Shareholders dated 16 June 2022 approved the extension of the
validity of the decision of the General Assembly of the Shareholders on the acquisition of treasury shares, dated 26.06.2020, and in
particular, the extension of the period for the acquisition of the Company’s treasury shares until the maximum allowed number of 1.462.500
shares is reached, for another twenty-four (24) months, i.e. from 26.06.2022 to 26.06.2024 and, moreover, the amount of € 4,00 was
approved as the maximum share acquisition price and the amount of € 0,36 as the minimum share acquisition price, per share. The Board
of Directors of the Company, on the 6th of July 2022, unanimously decided to start the implementation of the Program for the acquisition
of treasury shares in accordance with the above conditions. In implementation of the decision of the Ordinary General Assembly of its
Shareholders dated 12.06.2023 and in accordance with its terms of the delegated by it decision of its Board of Directors dated 2 October
2023, on 13 October 2023, it made available free of charge, through an over-the-counter transfer, to executives of the Company itself and
of its subsidiaries, “LION RENTAL S.A.” and “MOTODIKTIO S.A.” specifically mentioned in the above decision of its Board of
Directors, a total of 34.000 treasury shares (common registered shares with voting rights), of a total value of €94.520,00, derived after
taking into account the closing price of €2,78 of the previous business day.
The above treasury shares, which were granted free of charge to the above executives with a holding obligation for a period of two (2)
years, were acquired in the framework of a program for the acquisition of the Company’s own shares, which had been approved under the
resolution dated 16.06.2022 of the Ordinary General Assembly of its Shareholders and the decision of its Board of Directors dated
06.07.2022, with an average acquisition price of €2,31. By 31.12.2023, the Company holds 370.443 treasury shares with an average value
of € 2,4611 each, and a total value of € 911.700,37 corresponding to 1,23 % of its share capital.
5) Major Risks and uncertainties.
Below are described in detail the business risks and uncertainties related to the Group as well as the relevant actions of the Management.
Financial Risk Management:
interest Rate Changes:
The financing of working capital needs as well as of the annual investments in tangible and intangible assets is made through bank lending.
The Company and the Group have the option to borrow on satisfactory terms and, if appropriate, to apply hedging techniques against
upward interest rate trends by concluding forward (interest) rate agreements (FRA’s). In 2023, the subsidiary LION RENTAL SA,
concluded a service contract for an interest rate swap (interest rate swap) to change the interest rate of the company from variable to fixed
for a loan amount of €10 million and a duration of up to 31.12.2024.
Foreign Exchange Risks:
The parent and its domestic subsidiaries are not affected by the change in the exchange rate as they are mainly trading in EUROS.
As regards foreign subsidiaries, as to the one in Bulgaria, on the one hand, the largest share of its liabilities is denominated in Euros, on
the other hand, the exchange rate of the local currency in relation to the Euro is "locked". As to the subsidiary in Romania, most of its
liabilities is denominated in Euros and its liabilities are repaid on a monthly basis.
Liquidity Risk:
The Company and the Group respond without any problem to their obligations to suppliers and banks and therefore there are no arrears.
Further, they have sufficient creditworthiness, which is confirmed by the amount of credit lines which, on December 31, 2023, amounted
to € 19,0 million at Company’s level and € 65,2 million at Group’s level including a limit of letters of guarantee of €2
million. As of
31.12.2023, the Company has used these credit lines for loans and letters of guarantee amounting to €7,6 million and the Group to € 31,5
million.
Capital Management:
The Group maintains an optimal capital structure in order to ensure its ability to continue its activity and to ensure growth and returns for
its shareholders. The management of the capital structure takes place within the framework of its needs and in accordance with the relevant
economic developments. The Group’s capital adequacy is closely monitored based on appropriate financial indicators.
Credit Risk:
The Group is exposed to credit risk mainly due to the possible failure to collect and recover outstanding balances from customers. In the
context of credit risk control, it consistently applies a clear credit policy that is monitored and evaluated on an ongoing basis, so that the
credits granted shall not exceed the specified credit limit per client.
6
Macroeconomic and business environment Risk in Greece:
The risk of a macroeconomic and business environment arises from external factors of the socio-economic environment mainly, which
may negatively affect the demand of the products and thus the turnover of the Company. Geopolitical events with the prolonged war in
Ukraine, the war in the Middle East, the high interest rate environment and inflationary pressures have had a negative impact on the global
economy and the wider environment remains highly volatile as there are still significant uncertainties. Greece’s real GDP is estimated to
have increased by 2,2% in 2023.based on the Bank of Greece, while the economic growth is expected to be 2.5% in 2024 and 2025. The
annual inflation fell to 4,2% in 2023. It is expected that the inflation will decrease more gradually in 2024 and 2025, to 3% and 2,4%
respectively. The Management closely monitors the developments in order to adapt to the specific conditions that may arise.
6) Non-financial data
SHORT DESCRIPTION OF THE GROUP
The corporate history of Motodynamics begins in 1992 when it is introduced as “YAMAHA MOTOR HELLAS S.A.” by the company
Iliopoulos Bros S.A. However, its roots go back to 1969, when the Iliopoulos Bros officially undertakes the import of Yamaha Motor Co.
products in Greece.
In the 1990s, the company began its operations initially in Bulgaria and later in Romania by acquiring official importer rights from Yamaha
Motor Co. for both countries.
Today the Group has the right to exclusive distribution of Yamaha Motor Co. products. in Greece, Romania, Bulgaria, Albania and
Moldova. Since 2011, it has been responsible for the exclusive distribution of Porsche AG’s products in Greece. It has also proceeded from
time to time in numerous commercial agreements through which it currently holds official importer rights for a number of established
commercial companies in the field of boats & outboards (Selva), Lubricants (Rock Oil), tires (Continental) and accessory articles-rider
clothing (Alpinestars, Shark, Richa).
In June 2005, the Company’s shares were admitted to trading on the Athens Stock Exchange.
As of the 30th of November 2018, the Company holds a share in Lion Rental S.A., a car rental company, which represents the German
company “Sixt GmbH” in Greece. On the 25th of May2023, the Company became the sole shareholder of Lion Rental S.A. acquiring the
remaining 19,5% of its share capital from the minority shareholder.
The Motodynamics Group includes the following subsidiaries:
• MOTODIKTIO SA (100%) - Retail sale of motorcycles and related products in Attica
• MOTODYNAMICS SRL (100%) - exclusive distribution of YAMAHA products in Romania
• MOTODYNAMICS LTD (100%) - exclusive distribution of YAMAHA products in Bulgaria
• LION RENTAL S.A. (100%) – Car Rental, exclusive franchisor of Sixt GmbH in Greece
The Group, in all the countries it operates and for the products and services it represents, operates through extensive networks of partners,
privately owned retail stores and privately owned car rental stations.
The Group maintains a total of 21 branches in Greece covering the activity of leases on the date of publication of the financial statements.
Further, the Group has 6 branches that cover the needs of the business activity of motorcycle, car and spare parts trading.
The Group has been characterized over time by specific values and competencies:
• Strong links with the represented Houses
appreciation, recognition, respect
• Development and maintenance of a customer base with
emphasis on a long-term perspective
Compact networks, honest customer relationships, focus on after-sales
• Innovative promotional actions
Creativity, effective execution and implementation
• Strong and Effective infrastructure
Optimal information systems, efficient logistics
• Work environment of high professionalism
Ethos, integrity, transparency, respect, self-commitment, consistency
• High adaptability
Decisive adjustment, effective integration, flexible communication
• Creation of value by combining knowledge and analysis
knowledge, analysis, negotiation, persuasion
Environmental Issues
In 2023, the Group prepared the first Sustainable Development Report for the financial year 2022. Through the Sustainable Development
Report (or Sustainability Report), the shareholders and stakeholders can be informed in more detail about the management and performance
7
of the Group on issues of sustainable development and corporate social responsibility. The Sustainable Development Report (or
Sustainability Report) has been prepared in accordance with the Sustainability Reporting standards, Global Reporting Initiative (GRI)
2021, as well as the ESG Information Disclosure Guide of the Athens Stock Exchange (ATHEX ESG Reporting Guide) 2022. In addition,
the Group, committed to the fundamental principles of Sustainable Development, also takes into account the United Nations Sustainable
Development Goals (SDGs). The Group recognizes sustainable development as an important pillar of its strategy for the years to come. For
this reason, it highlights and publicizes its efforts in non-financial sectors such as the environment, social responsibility and governance.
The approach to sustainable development is based on five main pillars: Corporate Governance, Market, Human resources, Environment
and Local Community. The essential non-financial issues related to the Group’s long-term viability as well as the way of dealing with them
(performance and actions) are described in detail in the Sustainable Development Report (or Sustainability Report) for the year 2022.
These issues relate to the pillars of environment and climate change, labor issues including health and safety, society in general and business
ethics and integrity. In this context, the Group systematically enhances dialog and facilitates the effective involvement of stakeholders in
addressing the challenges faced by sustainable development. Naturally, in the Group’s policy, full compliance with all legislative
requirements related to environmental protection is integrated.
Special attention is paid to the maintenance of the cars’ fleet, so that they are kept in perfect mechanical condition. Particular attention is
paid to the reduction of waste caused from works in the areas of garages and warehouses and to the recycling of such waste (lubricants,
tires, batteries, packaging, etc.) through official bodies.
Furthermore, the Group is a member of the circular economy movement #GoZero, recycling coffee, cigarette butts, aluminum, paper and
biological waste (food residues) in all its facilities in Athens and Thessaloniki.
The Group supports the promotion of hybrid and electric technology cars to actively contribute to the environmental problem.
Labour Issues
The long-term business presence of the Motodynamics Group both in Greece and abroad is based on the high quality of its human resources.
This quality is the result of targeted actions to attract staff using modern digital means and techniques to attract potential employees.
The company systematically invests in the development of staff throughout its working life, offering training programs designed on the
values of the organization and the development of the skills of the staff as they arise from its continuous evaluation. The customer-centric
approach, business excellence, leadership, teamwork and responsibility of our work are the values on which the Company operates and its
staff is trained.
Motodynamics enjoys the services of a highly qualified staff and the company’s staff enjoys a working environment that offers meritocracy,
respect for diversity and professional development. In this context, the company, wanting to invest further in its staff, has designed a
remarkable framework of labor benefits that covers modern and demanding needs. Indicatively, we mention the health and pension program
of the company which offer a working framework of safety and prosperity for both employees and members of their families.
For 2023, a total of € 14,5 million was paid for salaries, wages, employer contributions and other staff charges, € 14,5 million for the
Group and € 6,6 million for the Company. In the Company and the Group during the current year, an average of 124 and 343 employees
were employed respectively. The employees, in their entirety, offer the Company and the Group a solid basis in order to meet the challenges
of the future and to achieve the mastering of the next level.
7) Significant transactions between the issuer and its related persons.
The transactions with its subsidiaries (sale of goods and provision of services) are carried out within the normal operating framework of
the Company. The year-end balances are not covered by collaterals and are paid out in cash within the time limits agreed between the
companies concerned. On the 31st of December 2023, there were no pending guarantees or other commitments of the Company and its
subsidiaries. The Company’s Management does not consider that a provision is required for a possible failure to collect and recover its
claims against its subsidiaries and for this reason it has not formed a relevant provision.
A detailed analysis of the transactions (sale of goods and provision of services) and of the balances of the Company with the above-
mentioned subsidiaries in which it holds a share, as well as a detailed analysis of the transactions between the subsidiaries themselves
follows:
COMPANY
31 December
2023.
31 December
2022
Sale of goods and services
Motodiktio SA
9.655.470.15
7.689.492.39
Lion Rental S.A.
1.838.619.05
1.439.367.68
Motodynamics Ltd
2.413.410.90
1.420.525.59
Motodynamics Srl.
6.887.766.42
4.846.805.97
20.795.266.52
15.396.191.63
Purchases of goods and services
Motodiktio SA
816.421.25
2.011.659.64
Lion Rental S.A.
215.764.54
127.032.16
Motodynamics Ltd
13.234.15
14.794.66
Motodynamics Srl.
22.394.12
18.063.61
1.067.814.06
2.171.550.07
8
31 December 2023
31 December
2022
Receivables
Motodiktio SA
2.801.964.07
1.623.574.23
Motodynamics Ltd
-
159.27
Motodynamics Srl.
1.494.925.23
2.146.31
4.296.889.30
1.625.879.81
Liabilities
Lion Rental S.A.
87.014.19
1.692.78
Motodynamics Srl.
9.750.00
720.48
96.764.19
2.413.26
9
Transactions between subsidiaries
Motodynamics Ltd
Motodynamics Srl.
Motodiktio SA
Lion Rental S.A.
31 December
2023
31 December
2022
31 December 2023
31 December
2022
31 December
2023
31 December
2022
31 December
2023
31 December
2022
Sale of goods and services
Motodynamics Srl.
41.420.00
69.063.00
-
-
-
618.48
180.53
-
Motodynamics Ltd
-
-
35.095.00
69.731.00
-
-
-
-
Motodiktio SA
-
-
-
-
-
-
12.932.99
10.756.27
Lion Rental S.A.
-
-
-
-
5.448.43
15.492.38
-
-
41.420.00
69.063.00
35.095.00
69.731.00
5.448.43
16.110.86
13.113.52
10.756.27
Purchases of goods and services
Motodynamics Srl.
35.095.00
69.731.00
-
-
-
-
-
-
Motodynamics Ltd
-
-
41.420.00
69.063.00
-
-
-
-
Motodiktio SA
-
-
-
618.48
-
-
5.448.43
15.492.38
Lion Rental S.A.
-
-
180.53
-
12.932.99
10.756.27
-
-
35.095.00
69.731.00
41.600.53
69.681.48
12.932.99
10.756.27
5.448.43
15.492.38
Motodynamics Ltd
Motodynamics Srl.
Motodiktio SA
Lion Rental S.A.
31 December
2023
31 December
2022
31 December 2023
31 December
2022
31 December
2023
31 December
2022
31 December
2023
31 December
2022
Receivables
Motodynamics Srl.
-
-
-
-
-
-
-
-
Motodynamics Ltd
-
-
-
-
-
-
-
-
Motodiktio SA
-
-
-
-
-
-
-
-
Lion Rental S.A.
-
-
-
-
14.79
-
-
-
-
-
-
-
14.79
-
-
-
Liabilities
Motodynamics Srl.
-
-
-
-
-
-
-
-
Motodynamics Ltd
-
-
-
-
-
-
-
-
Motodiktio SA
-
-
-
-
-
-
14.79
-
Lion Rental S.A.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
14.79
-
9
Fees and Remuneration of the Management and the Senior Officers of the Company and the Group
Within the fiscal year that ended on the 31st of December 2023 and 2022, the Management and the senior officers of the Company and the
Group received the following remuneration:
Fees and Remuneration of the Management and the Senior Officers of the Company and the Group
GROUP
COMPANY
31 December
2023.
31 December
2022.
31 December
2023
31 December
2022
Benefits to the Management and the Senior Officers of the
Company and the Group
Transactions and fees of the senior management officers/
directors and the management members
2.454.137.88
2.768.863.24
2.172.824.07
2.509.009.52
Receivables by senior management officer/directors and
management members
-
-
-
-
Payables to the senior management officers/directors and to
management members
258.230.54
241.888.00
201.207.11
237.123.00
8) Subsequent events
In application of the decision of the Ordinary General Assembly of the Company’s Shareholders on the free allocation of shares dated
12.06.2023, until 31.12.2027 and with a holding obligation for a period of 2 years, up to 731.250 of the Company’s treasury shares were
allocated to the Company’s executives and its subsidiaries and in accordance with the terms of the delegated by it, decision of the Company's
Board of Directors dated 09 February 2024 on the determination of the specific terms for the above-mentioned allocation, the beneficiaries
and the criteria for determining the exact number of shares they will receive.
Apart from the events already mentioned, there are no other subsequent events that concern the Group or the Company that require disclosure
or change of the corporate and consolidated financial statements.
Maroussi, on the 20th of March 2024
For the BoD
The Chairman of the BoD & Chief
Executive Officer
Paris Kyriakopoulos
10
EXPLANATORY REPORT OF THE BOARD OF DIRECTORS
(according to art. 4 par. 7 and 8 of L.3556/2007)
Share Capital Structure of the Company – Rights and obligations related to the shares
Share capital structure: The share capital of the Company amounts to 10.854.000 Euros and is divided into 30.150.000 shares, with a
nominal value of 0,36 Euros each. All shares of the Company are common registered shares with voting rights and are traded on the main
market of the Athens Stock Exchange.
Rights and obligations: Each shareholder has rights and obligations, which are proportional to the value of the shares of the Company
they hold. In particular:
Each share grants the right to participate in the distributed annual (or upon liquidation) profits of the company, according to the provisions
of the Law, the Articles of Association and the decisions of the General Assemblies of the Company.
Each share grants the right of participation and voting in the General Assembly of the Company.
Each shareholder has a preemptive right (option) to any increase in the Company’s share capital.
Each shareholder has the right to receive copies of the financial statements and reports of the Chartered Auditors and the Board of Directors
of the Company.
The General Assembly of Shareholders retains all its rights during the liquidation (article 35, par. 5 of the Articles of Association).
Each shareholder is liable only up to the nominal value of their shares.
Restrictions on the transfer of the Company’s shares
The transfer of the shares of the Company takes place as specified by Law. There are no restrictions on the transfer of the Company’s shares
from its Articles of Association.
Significant direct or indirect holdings within the meaning of Articles 9 to 11 of L. 3556/2007
On 31.12.2023, the following shareholders held more than 5% of the total shares of the Company:
Mrs Flora-Maria Kyriakopoulou held 16,40%;
The Company “ORYMIL SA” held 13,5%;
Mr. Paris Kyriakopoulos held 10,49%;
Mr. Sotirios Chatzikos held 5,89%.
Shares providing special control rights
There are no shares of the Company providing special control rights.
Restrictions on the right to vote
No restrictions on the right to vote are provided for in the Company’s Articles of Association.
Companys’s Shareholders’ Agreements
There are no agreements between shareholders known to the Company, which entail restrictions on the transfer of its shares or the exercise
of voting rights arising from their shares.
Rules for the appointment and replacement of members of the Board of Directors and the amendment of statutes that differ from
those provided for in L. 4548/2018.
The rules provided for by the Company’s Articles of Association for the appointment and replacement of the members of its Board of
Directors and the amendment of the provisions of its Articles of Association do not differ from those provided for in L. 4548/2018.
Responsibility of the Board of Directors or of some of its members for the issue of new shares or the purchase of the Company’s
treasury shares in accordance with article 49 of L. 4548/2018.
With the decision of the Ordinary General Assembly of the Shareholders dated 26/06/2020, all previous decisions on the same issue were
discontinued and the Company may acquire its own (treasury) shares, under the following conditions: Pursuant to the above provisions, the
General Assembly of the Company’s Shareholders dated 16 June 2022 approved the extension of the validity of the decision of the General
Assembly of the Shareholders on the acquisition of treasury shares, dated 26.06.2020, and in particular, the extension of the period for the
acquisition of the Company’s treasury shares until the maximum allowed number of 1.462.500 shares is reached, for another twenty-four
(24) months, i.e. from 26.06.2022 to 26.06.2024 and, moreover, the amount of € 4,00 was approved as the maximum share acquisition price
and the amount of € 0,36 as the minimum share acquisition price. The Board of Directors of the Company, at its meeting on the 6th of July
2022, unanimously decided to start the implementation of the Program for the acquisition of treasury shares in accordance with the above
terms and conditions.
Important agreements that enter into force, are amended or expire in the event of a change in the Company’s control upon a public
tender.
The Company has not concluded such agreements.
Agreements of the Company with members of its Board of Directors
The Company maintains a contract of employment with its Chairman & Chief Executive Officer, Mr. P. Kyriakopoulos.
11
Corporate Governance Statement for the year 01/01/2023 – 31/12/2023 (hereinafter also referred to as “Statement”)
This statement is drawn up in accordance with the provisions of Articles 152 and 153 of L. 4548/2018, as well as article 18 of L. 4706/2020
and shall contain the information specified in those provisions on the date of 31.12.2023.
According to the above-mentioned, the Board of Directors of the Company (hereinafter referred to as the “BoD” or “Board”) declares:
1. In relation to the corporate governance code implemented by the Company, as well as the place where it is available to the
public (art. 152 par. 1 lit. a’ of L. 4548/2018).
The Company, pursuant to the decision of its Board of Directors dated 16.07.2021, implements the Hellenic Code of Corporate Governance
(hereinafter “HCCG” and/or “Code”) issued by the Hellenic Corporate Governance Council (hereinafter “HCGC”). The HCCG has been
drawn up on the basis of the ‘compliance or explanation’ principle (“Comply or Explain”), requiring from the listed companies that choose
to apply it to make public their intention and either to comply with all the specific practices of the Code; or explain the reasons for their non-
compliance with specific special practices. The HCCG is posted and available to the public on the HCGC’s website at:
https://www.esed.org.gr/home.
2. Regarding the corporate governance practices implemented by the Company in addition to the provisions of L. (art. 152
par. 1 lit. a’ sublit. cc’ of L. 4548/2018).
The Company does not apply practices beyond and apart from the provisions of the currently applicable legislation.
3. Pursuant to Article 152 par.1, lit. b) of L. 4548/2018: If the Company deviates from the corporate governance code to which
it is subject or which it applies, the corporate governance statement shall include a description of the deviation with
reference to the relevant parts of the corporate governance code and a justification for such deviation. If the Company does
not apply certain provisions of the corporate governance code to which it is subject or which it applies, the corporate
governance statement shall include a reference to the provision it does not apply and an explanation of the reasons for the
non-implementation.
The Company implements the Hellenic Code of Corporate Governance with minimal deviations, which are presented and justified in the
table below:
HELLENIC CODE OF CORPORATE
GOVERNANCE (JUNE 2021)
Explanatory Note/Justification for a deviation
from the specific practices of the Hellenic Code
of Corporate Governance
1.13 The non-executive members of the Board of Directors
meet at least annually, or/ and exceptionally when judged
appropriate without the presence of executive members in
order to discuss the performance of the latter. At these
meetings the non-executive members shall not act as a de
facto body or a committee of the Board of Directors.
The evaluation of the members of the Board of
Directors is carried out annually, in which case the
fulfillment or non-fulfillment of the suitability
criteria is certified according to the relevant
policies and procedures with which the Company
complies. The non-executive members of the Board
of Directors do not meet at a special meeting in
order to discuss the performance of the executive
members, because most members, namely ten (10)
out of the twelve (12) members of the Board of
Directors are non-executive. In addition, the Vice-
Chair is an independent non-executive member
who evaluates the Chair (executive member)
facilitated by the Nomination and Corporate
Governance Committee.
2.3.3. The succession framework shall in particular take
into account the findings of the evaluation of the Board of
Directors in order to achieve the necessary changes in
composition or skills and to maximise the effectiveness and
collective suitability of the Board of Directors.
3.2.1.. The Board of Directors is supported by a competent,
qualified and experienced Corporate Secretary in order to
comply with internal procedures and policies, the relevant
laws and regulations and to operate effectively and
efficiently.
3.2.2. The Corporate Secretary shall be responsible, in
consultation with the Chair, for ensuring immediate, clear
and complete information of the Board of Directors, the
inclusion of new members, the organisation of General
Meetings, the facilitation of communication of shareholders
The Company has not appointed a corporate
secretary, but follows an alternative practice in
which either the legal department, or senior
management executives assist in coordinating
meetings and in keeping the minutes of the Board
of Directors and its Committees in cooperation
with the Chairman of the Board of Directors and
the Committees, respectively.
12
with the Board of Directors and the facilitation of
communication of the Board of Directors with senior
management.
4. Description of the main features of the Company’s internal control and risk management systems in relation to the process
of preparing the financial statements (art. 152 paragraph 1, lit. c’ of L. 4548/2018)
“System of internal controls" means the set of internal audit mechanisms and procedures, including risk management, internal audit and
regulatory compliance, which continuously covers every activity of the Company and contributes to its safe and effective operation. In this
context, the Company has established and implemented a number of policies, procedures and mechanisms to ensure the effectiveness and
efficiency of corporate operations, the reliability of financial reporting and compliance with applicable laws and regulations, as well as
adopting a Risk Management System and a Regulatory Compliance System covering all the activities of the Company and of its major
subsidiaries. In addition, the Company employs in the related sectors executives with sufficient knowledge, qualifications and time and
maintains recorded and updated procedures related to the issuance of the financial statements. It is noted that there is a monitoring of
compliance with accounting principles and policies, while the parties involved are in regular contact (the independent Chartered Auditors
with the Management and the Audit Committee and the Audit Committee with the Chief Financial Officer and the Head of the Internal Audit
Unit).
Internal audit
The Company has established an independent organizational unit within the Company, operating under the provisions included in the
Company’s Rules of Operation, in order to provide advisory and assurance services, applying objective and independent judgment. The
Internal Audit Unit, among other things, monitors, controls and evaluates the implementation of the Company’s Rules of Operation and
the Internal Control System, in particular as to the adequacy and correctness of the financial and non-financial information provided, the
risk management, the regulatory compliance and the corporate governance code adopted by the Company; it monitors, controls and
evaluates the control activities, the corporate governance mechanisms and, where appropriate, the compliance with the Company’s
commitments, prepares reports to the controlled units with the findings, the risks arising from them and the proposals for any improvement,
and submits regular reports to the Audit Committee.
The Company has adopted separate Rules of Operation of the Internal Audit Unit, a summary of which is incorporated in the published
Rules of Operation of the Company (https://motodynamics.gr/etairikh-diakyvernhsh/).
For the year 2023, the Internal Auditor carried out the audit plan approved in December 2022 by the Audit Committee, based on existing
risks, by submitting quarterly reports to the Audit Committee and via the Audit Committee, to the Board of Directors, in accordance with
the current legislative framework.
Risk Management System
Through the Risk Management System, the Company’s management collects information regarding risk monitoring and feeds this
information into decision-making and action processes for optimal response to them. The Company implements a Risk Management System
based on four axes: a) risk identification; b) risk assessment; c) response to possible risks (risk management); and d) risk monitoring and
reporting. The Risk Management is a systematic process aiming at the timely and effective identification, analysis, control, handling and
monitoring of any kind of risk inherent in the Company's operation. The stages followed during the annual Risk Management process are
described below: 1) Preparation of Proposals for the Revision of Risk Profiles; 2) Filing of Proposals for the Revision of Risk Profiles; 3)
Conducting of Risk Management Team Meetings; 4) Approval of Risk Profiles and Action Plan; and 5) Monitoring of Action Plan - Reports.
The Company’s Board of Directors determines the risk management strategy, ensuring that it is aligned with the Company's business goals.
The Board also determines and supervises the implementation of the Risk Management System and ensures its adequate and effective
operation. The Chief Executive Officer has overall responsibility for the design and effective operation of the risk management framework
related to the operations and the achievement of the Company's objectives based on the strategy determined by the Board of Directors. The
Company's Management cares for the timely and effective identification and assessment of risks, as well as for the designing and
implementation of appropriate policies, procedures and control activities for the purpose of their management based on the risk-taking
approach of the Board of Directors. The Risk Management Officer has the responsibility of coordinating the risk management process,
supports the CEO and the senior executives of the Company in its implementation.
The Company has appointed, by decision of the Board of Directors and upon recommendation of the Audit Committee, an external consultant
as Risk Management Officer.
The Company has adopted a Risk Management Policy and Procedure, a summary of which is incorporated in the published Rules of Operation
of the Company (https://motodynamics.gr/etairikh-diakyvernhsh/).
During the year 2023, the Risk Management Officer reviewed and contributed to the update of the Risk Management Policy and Procedure,
and to the upgrading of the Risk Management Unit Methodology, while also reviewed and updated the Risk Register.
13
Regulatory Compliance System
The Company, aiming at its timely, full and continuous compliance with the applicable regulatory framework governing its operation, has
adopted a Regulatory Compliance System with the aim of identifying the framework for the identification, the handling, the treatment, the
prevention and monitoring of regulatory compliance issues and the implementation of relevant appropriate policies and procedures, including
the determination of the activities, responsibilities and tasks of the competent executives.
The Company implements a Regulatory Compliance System that includes four main pillars: 1) Compliance Strategy; 2) Compliance Risk
Management; 3) Policies and Procedures; and 4) Compliance Culture Configuration.
The Regulatory Compliance Unit operates on a direct reporting line to the Board of Directors and on the basis of the Regulatory Compliance
Rules of Operation, approved by the Board of Directors of the Company, a summary of which is incorporated in the Company’s published
Rules of Operation (https://motodynamics.gr/etairikh-diakyvernhsh/). In addition, the Audit Committee adopts and monitors the
implementation of the annual regulatory compliance action plan including the periodic, and on a case-by-case basis, actions to achieve
compliance.
The Regulatory Compliance Officer is responsible for overseeing and managing regulatory compliance issues and has undertaken, inter alia,
the monitoring of regulatory issues and changes in the legal and regulatory framework, the supporting of the Management for the handling
of the compliance risk, the supporting of the Management in the handling and management of termination notices/complaints, the carrying
out of compliance monitoring, the task of ensuring staff training and the drawing up of the annual regulatory compliance action plan .
The Company has appointed, by decision of the Board of Directors and upon recommendation of the Audit Committee, an external consultant
as Regulatory Compliance Officer.
In the year 2023, the Regulatory Compliance Officer, in the context of the implementation of the Regulatory Compliance Action Plan for the
year 2023, carried out compliance verification checks, controlled on an ongoing basis the compliance with the Company’s regulatory
obligations through regular monitoring of the Regulatory Obligations Register, informed the Management on regulatory compliance issues
that arose during the operation of the Company in relation to the obligations listed in the Register of Regulatory Obligations, supported the
Nomination and Corporate Governance Committee and the Board of Directors in their work under the Company’s statutory rules and policies,
informed the Regulatory Compliance Risk Register, contributed to the updating of policies/procedures based on legislation and their
submission to the competent authorities, participated in the drawing up of training programs and actions for staff information purposes on
the subject of regulatory compliance, attended training seminars and prepared its action plan for the year 2024.
Audit Committee
The purpose of the Audit Committee is, inter alia, to monitor the financial reporting process on an individual and consolidated basis and the
statutory audit by statutory auditors to ensure its integrity.
In particular, the Committee monitors the procedure and the performance of the statutory audit of the Company’s financial statements and in
particular its performance, is informed by the statutory auditor of the annual statutory audit program prior to its implementation, it makes an
assessment and ensures that the annual statutory audit program will cover the most important audit areas, taking into account the Company’s
main business and financial risk areas. In addition, the Committee shall communicate with the statutory auditor in good time with a view to
the preparation of the audit report and the supplementary report of the latter to the Committee and shall inform the Board of Directors by
submitting a relevant report on the issues arising from the carrying out of 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 in the process of carrying out the statutory
audit.
The Committee monitors the financial reporting process by submitting recommendations or proposals to the Board of Directors in order to
ensure its integrity. In this context, the Committee shall:
• be informed about the process and time schedule for the preparation of financial information by the Management;
• review the financial reports prior to their approval by the Board of Directors in order to evaluate the completeness and consistency
of these in relation to the information that has been put into consideration as well as the accounting principles applied by the
Company and inform the Board of Directors accordingly;
• monitor, examine and evaluate the process of drafting financial information, i.e. the mechanisms and production systems, the flow
and dissemination of financial information originated by the Company’s organizational units involved. The above actions of the
Committee also include the remaining publicly available information by any means (e.g. stock exchange announcements, press
releases) in relation to financial information. In this context, the Committee shall inform the Board of Directors of its findings and
submit proposals for improvement of the procedure, if it is deemed appropriate.
• It reviews the disclosed information regarding internal control and the Company’s main risks and uncertainties in relation to
financial information reporting. In this context, the Committee informs the Board of Directors of its findings and submits proposals
for improvement, if it is deemed appropriate.
• Upon its review, it must take into account and examine the most important issues and risks that may have an impact on the
Company’s financial statements as well as on the significant judgments and assessments of the Management upon their preparation
and drafting. Indicatively, the issues that need to be examined and evaluated thoroughly by the Committee to the extent that they
14
are important for the Company, mentioning specific actions on them in its reporting to the Board, are described in the Rules of
Operation of the Committee.
The Committee supervises thoroughly the operations of the internal control system as regards the entire internal audit mechanisms and
procedures, including risk management, internal audit and regulatory compliance, which continuously covers every activity of the Company
and contributes to its safe and effective operation, and, among other things:
• It monitors, examines and evaluates the adequacy and effectiveness of all policies, procedures and control activities of the Company
in relation to the financial information (under lit. c’ of par. 3 of art. 44 of L. 4449/2017 and of the EC Decision No. 1302/2017).
• It examines that the annual audit program of the Internal Audit Unit (in combination with any medium-term equivalent programs
of other assurance instruments) covers the most important audit fields and systems related to financial reporting based on the
Company’s risk assessment.
• It monitors the effectiveness of internal control systems, in particular as to the adequacy and correctness of the financial and non-
financial information provided, the risk management, the regulatory compliance and the corporate governance code adopted by the
Company; mainly through the work of the Internal Audit Unit and the work of the certified public accountant.
• It overviews the Management System of the Company’s main risks and their periodic revision. In this context, it evaluates the
methods used by the Company to identify and monitor the risks, to address the main ones through the Risk Management System
as well as to communicate them in the publicly disclosed financial information properly.
• It submits other reports to the Board of Directors regarding its fields of responsibility, in areas where the Committee, after the
completion of its work, considers that there are essential issues in relation to the financial information provided and reports in
relation to the Management’s response to them.
For the Audit Committee see also Section 7.5.1 of this Statement.
4
a
. Evaluation of the Internal Control System of the Company: Results of the evaluation process of the Internal Control System (ICS)
of the Company for the period 17.07.2021 - 31.12.2022, in accordance with article 14, par. 3, lt. j and par. 4 of L. 4706/2020 and the
relevant decisions of the Board of Directors of the Hellenic Capital Market Commission.
The Company, by decision of its Board of Directors, assigned to the Company under the name “Deloitte Société Anonyme of Certified Public
Accountants” and the distinctive title “Deloitte” (Reg.No. SOEL [= Greek Institute of Certified Public Accountants] 120), with registered
seat in Marousi, Attica, at Fragkoklisias str. 3A & Granikou str., P.C.151 25, under the G.C.R. (GEMI) Reg.No. 001223601000 (“Evaluator”),
the project “provision of evaluation services on the Internal Control System”, in order for the latter to evaluate the adequacy and effectiveness
of the Internal Control System (“ICS”) of the Company and its significant subsidiary, “LION RENTAL S.A.”. (“Significant Subsidiary”)
with reporting date the 31th.12.2022, in accordance with the provisions of lit. j of par. 3 and of par. 4 of article 14 of L. 4706/2020 and the
Decision No. 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital Market Commission, as in force (the “Regulatory
Framework”).
The evaluation of the ICS took place between 13.09.2022 and 28.03.2023 when it was completed; it concerns the period from 17.07.2021 to
31.12.2022 and was carried out by individuals who do not have dependency relations. In particular, according to a statement by the evaluator
throughout his appointment, he remained independent from the Company and its significant subsidiary, in accordance with the Code of
Conduct for Professional Auditors of the International Auditing and Assurance Standards Board (Code of the IAASB) incorporated in Greek
law, the ethical requirements of the Regulation (EU) 537/2014 and the provisions of L. 4449/2017.
The assurance project was carried out in accordance with the audit program included in the decision of the Hellenic Accounting and Auditing
Standards Oversight Board (HAASOB [ELTE]) 040/2022 and the International Standard on Assurance Engagements 3000 “Assurance
Engagements Other than Audits or Reviews of Historical Financial Information”.
The Conclusion of the Independent Evaluator, which is included in the final assessment report on the adequacy and effectiveness of the ICS
dated 28.03.2023, states that on the basis of the work carried out, on the assessment of the adequacy and effectiveness of the Company’s ICS
and its significant subsidiary, with reference date the 31th of December 2022, has not come to their attention anything that could be considered
as a material weakness of the ICS, in accordance with the Regulatory Framework.
4
b
. Evaluation of the Adequacy and Effectiveness of the Corporate Governance System
According to the annual audit plan of the Internal Audit Unit approved by the Company’s Board of Directors on 8.12.2023 and following the
relevant recommendation of the Audit Committee on 5.12.2023, the internal auditor of the Company carried out the evaluation of the
adequacy and effectiveness of the Corporate Governance System (“CGS”) of the Company and its significant subsidiary in order to identify
any material weaknesses in the CGS and in particular on the basis of articles 1-24 of the L. 4703/2020 (which have not been the subject of
an audit in the evaluation of the ICS as referred to above under par. 4a) and the provisions of the Corporate Governance Code of the Hellenic
Corporate Governance Council adopted by the Company. The work of the evaluation was carried out in accordance with international internal
auditing standards.
The conclusion of the Internal Auditor, which is included in the Report dated 15.03.2024 on the adequacy and effectiveness of the ICS, states
that according to their work as described in their report and the evidence obtained, regarding the evaluation of the adequacy and effectiveness
of the company’s and its significant subsidiary’s CGS with reference date the 31th.12.2023 and reference period from 17.07.2021 to
15
31.12.2023, has not come to their attention anything that could be considered as a material weakness of the CGS of the Company and its a
significant subsidiary in accordance with the Regulatory Framework.
5. Information on how the General Assembly of Shareholders operates and on its key powers, as well as a description of the
rights of shareholders and how they are exercised.
5.1. Responsibility of the General Assembly
The General Assembly is the supreme body of the Company and is entitled to decide on each corporate case pursuant to L. 4548/2018. Its
decisions also bind the absent or dissenting shareholders. The General Assembly has the power to decide on issues, according to the provisions
of the relevant legislation and the Company’s Articles of Association, on some of which it has exclusive responsibility.
5.2. Convocation of the General Assembly
The General Assembly of Shareholders is convened by the Board of Directors in a regular meeting, at the Company’s headquarters or in the
district of the municipality where the seat of the regulated market is located, at least once each fiscal year at the latest by the tenth (10
th
).
calendar day of the ninth month after the end of the company's fiscal year, in order to decide on the approval of the annual financial statements
and the election of auditors (ordinary General Meeting). The Board of Directors may convene an extraordinary meeting of the General
Assembly of Shareholders whenever it deems it appropriate or necessary.
The General Assembly of Shareholders, with the exception of recurring meeting, must be convened by the publishing of a relevant invitation,
at least twenty (20) full days prior to the date of the meeting. This invitation is published at least before twenty (20) days upon its registration
in the Company’s records in the GCR (GEMI) and on the Company’s website, as well as in printed and electronic communication media, for
the effective dissemination of information to the investing public.
5.3. Required quorum and majority of the General Assembly
The General Assembly is in quorum and meets validly on the agenda items when shareholders representing at least one fifth (1/5) of the
paid-up share capital are present or represented in it. The decisions of the General Assembly shall be taken by an absolute majority of the
votes represented in the relevant meeting. Exceptionally, the General Assembly is in quorum and meets validly if half (1/2) of the paid
share capital is represented, on specific agenda items, as specified by law and by the Company’s Articles of Association, the relevant
decisions on which are taken by a two-thirds majority (2/3) of the votes represented in the meeting.
5.4. Agenda Issues - Minutes of the General Assembly
The discussions and the decisions of the General Assembly shall be limited to the issues listed on the agenda. A discussion that does not
concern the above issues is allowed, provided all the shareholders are present or represented and no one objects, or, provided there are
amendments of proposals of the Board of Directors to the General Assembly, or, a proposal of the Board of Directors for the convening of
an extraordinary General Meeting, in which case, if accepted, the agenda issues are also specified.
The Chairman of the General Assembly is obliged, at the request of any shareholder, to register in the minutes an accurate summary of his/her
opinion. The Chairman of the General Assembly is entitled to refuse to register an opinion if it refers to issues obviously outside the agenda
or its content is manifestly contrary to good morals or the law.
The vote in the General Assembly is open, subject to paragraph 9 of article 141 of L. 4548/2018 and those referred to in article 131 of
L.4548/2018. No secret vote shall be allowed in cases of granting of remuneration to the members of the Board of Directors, as well as where
the law requires an open vote or when the vote is given from a distance (remotely).
The Company publishes on its website, under the responsibility of the Board of Directors, the results of the vote, within five (5) days at the
latest from the date of the General Assembly, specifying for each decision at least the number of shares for which valid votes were given, the
proportion of capital represented by these votes, the total number of valid votes, as well as the number of votes in favor and against each
decision and the number of abstentions.
5.5. Shareholders' rights
5.5.1. Right to participate and vote in the General Assembly
Each share shall be entitled to one vote.
In the General Assembly of the Company is entitled to participate and vote only the shareholder who has and proves this shareholding status
at the beginning of the fifth day before the day of the initial meeting of the General Assembly. (“Record Date”). The Record Date shall also
apply in the case of an adjourned or a repeat meeting, provided that the adjourned or repeat meeting is not more than thirty (30) days later
than the Record Date. If this is not the case or if a new invitation is published in the event of the repeat G.M, according to the provisions of
article 130 of L. 4548/2018, the person who has the shareholder status at the beginning of the third day before the day of the adjourned or the
repeat General Meeting is participating in the meeting of the G.A.
In relation to the Company, as shareholder entitled to participate in the General Assembly and exercise the right to vote is considered the
registered shareholder on the Record Date in the files of the "System of Intangible Securities" (hereinafter referred to as "S.I.S.") of the
16
societe anonyme "HELLENIC CENTRAL SECURITIES DEPOSITORY S.A." (hereinafter referred to as "HEL.C.S.D.") or the person
identified as such on the basis of the relevant date through registered mediators or other mediators in compliance with the provisions of the
relevant legislation (L. 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 B’ 1007/16.03.2021).
The proof of shareholder status can be made by any legal means and, in any case, on the basis of information received by the Company up
to and before the beginning of the meeting of the General Assembly from HEL.C.S.D. or via the aforementioned intermediaries, in accordance
with the above provisions. A shareholder may participate in the General Assembly on the basis of confirmations or notifications of Articles
5 and 6 of the Regulation (EU) 2018/1212 provided by the mediator, unless the General Assembly refuses such participation for a significant
reason justifying its refusal, subject to the applicable provisions (article 19 par. 1 of L.4569/2018 and article 124 par. 5 of L. 4548/2018).
The exercise of these rights does not require the holding of the shares of the beneficiary, nor the observance of any other similar procedure,
which limits the possibility of selling and transferring them during the period between the Record Date and the date of the meeting of the
General Assembly.
Shareholders may participate remotely in the vote at the meeting of the General Assembly, provided that they have been sent in advance the
issues of the agenda and the respective ballots with these issues. The issues and the ballots may be available and completed electronically via
the internet. The shareholders who thus vote are counted for 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 prior to the date of the meeting of the General Assembly. Further, it is possible
to hold a meeting of the General Assembly through teleconference and by electronic means, without the physical presence of shareholders at
the meeting’s venue. This participation can be done either by transmission of the meeting in real time or by two-way communication in real
time, so that the shareholders can address the meeting remotely.
Shareholders who are legal entities participate in the General Assembly through their representatives.
The shareholder participates in the General Assembly and votes either in person or through representatives. A representative acting for more
shareholders may vote differently for each shareholder. Each shareholder may appoint up to three (3) representatives. However, if the
shareholder owns shares of the Company, which appear in more than one securities account, this limitation does not prevent the shareholder
from appointing different representatives for the shares that appear in each securities account in relation to a particular General Assembly’s
meeting. The shareholder may appoint a representative for a single General Meeting or for those General Meetings that take place within a
certain period of time. The power of attorney is freely revocable.
The representative shall vote in accordance with the instructions of the shareholder, if any, and shall file the voting instructions for at least
one (1) year, from the date of the General Assembly’s meeting, or in case of its adjournment, from the date of the last repeat meeting, in
which they have made use of the proxy. The non-compliance of the representative with the instructions he has received does not affect the
validity of the decisions of the General Assembly, even if the proxy vote was decisive for the achievement of the majority.
The shareholder’s representative is obliged to notify the Company before the beginning of the meeting of the General Assembly of any
specific event, which may be useful to the shareholders for the assessment of the risk that the representative may serve interests other than
the interests of the shareholder, as these indicatively are specified in the law and in the Company’s Articles of Association.
The appointment and revocation or replacement of the shareholder’s representative or proxy shall in any case be made in writing or by
electronic means and shall be submitted to the company at least forty-eight (48) hours before the specified date of the Assembly’s meeting
or, in the case of shareholders identified through intermediaries, by means of confirmations or notifications under Articles 5 and 6 of the
Regulation (EU) 2018/1212, provided by the intermediaries. Shareholders who do not comply with the above deadline participate in the
General Assembly, unless the General Assembly refuses this participation for an important reason justifying its refusal.
5.5.2. Minority Shareholders' Rights
In relation to the General Assembly, the following shareholders’ rights are provided in accordance with the law (art. 141 of L. 4548/2018)
and with the Articles of Association:
(a) at the request of shareholders representing one twentieth (1/20) of the paid-up capital, the Board of Directors of the Company is obliged
to include additional issues on the agenda of the General Assembly, which has already been convened, if the relevant application is delivered
to the Board of Directors at least fifteen (15) days prior to the date of the General Assembly’s meeting. These additional issues must be
published or disclosed, under the responsibility of the Board of Directors, in accordance with article 122 of L.4548/2018, at least seven (7)
days prior to the date of the General Assembly’s meeting. The application for the inclusion of additional items on the agenda shall be
accompanied by a justification or a draft decision to be adopted in the General Assembly and the revised agenda shall be made public in the
same way as the previous agenda, i.e. thirteen (13) days prior to the date of the General Assembly’s meeting, and shall, at the same time, be
made available to the shareholders on the Company’s website together with the justification or the draft decision submitted by the
shareholders as provided for in paragraph 4 of article 123 of L. 4548/2018. If these issues are not published, the applicant shareholders are
entitled to request the adjournment of the General Assembly’s meeting, in accordance with paragraph 5 of Article 141 of L. 4548/2018 and
make the publication themselves, according to the relevant law provisions, at the expense of the company.
17
(b) Shareholders representing one twentieth (1/20) of the paid-up capital have the right, at their request, to submit draft decisions on issues
included in the initial or any revised agenda of the General Assembly. The relevant application must be submitted to the Board of Directors
at least seven (7) days prior to the date of the General Assembly’s meeting, and the draft decisions are made available to the shareholders in
accordance with the provisions of paragraph 3 of article 123 of L. 4548/2018, at least six (6) days prior to the date of the General Assembly’s
meeting.
(c) after request of any shareholder, submitted to the Company at least five (5) full days prior to the General Assembly’s meeting, the Board
of Directors is obliged to provide the General Assembly with the requested specific information on the Company’s affairs, insofar as these
are related to the issues on the agenda. There is no obligation to provide information when the relevant information is already available on
the Company’s website, in particular, in the form of questions and answers. Further, at the request of shareholders representing one twentieth
(1/20) of the paid-up capital, the Board of Directors is obliged to communicate to the General Assembly, as long as it is the Ordinary one,
the amounts paid, during the last two years, to each member of the Board of Directors or the Company’s directors, as well as any grant or
benefit to these persons by any reason or contract concluded between the Company and them. In all the above cases, the Board of Directors
may refuse to provide the information for a sufficient essential reason, which is stated in the minutes. Such a reason may be, under the relevant
circumstances, the representation of the requesting shareholders in the Board of Directors, in accordance with articles 79 or 80 of L.
4548/2018. In the cases referred to in this paragraph, the Board of Directors may respond uniformly to requests from shareholders with the
same content.
(d) after request of shareholders, representing one tenth (1/10) of the paid-up capital submitted to the Company at least five (5) full days prior
to the General Assembly’s Meeting, the Board of Directors is obliged to provide the General Assembly with information about the course of
corporate affairs and the Company’s financial situation. The Board of Directors may refuse to provide the information for a sufficient essential
reason, which is stated in the minutes. Such a reason may be, under the relevant circumstances, the representation of the requesting
shareholders in the Board of Directors, in accordance with articles 79 or 80 of L. 4548/2018, provided that the respective members of the
Board of Directors have received the relevant information in a sufficient manner.
(e) after request of shareholders representing one twentieth (1/20) of the paid-up share capital, the voting on an issue or issues of the agenda
shall be conducted by open vote.
5.5.3. Information to Shareholders prior to the General Assembly's meeting
From the day of publication of the invitation to convene the General Assembly until the day of the General Assembly, the Company makes
available to its shareholders at its headquarters and uploads on its website the following information: a) the invitation to convene the General
Assembly; b) the total number of shares and voting rights that the shares incorporate on the date of the invitation; c) the forms to be used for
voting through a representative or a proxy or by correspondence or by electronic means; unless such forms are sent directly to each
shareholder. In addition, from the day of publication of the invitation to convene the General Assembly until the day of the General
Assembly’s meeting, the Company makes available to its shareholders at its headquarters, and uploads on its website the documents to be
submitted to the General Assembly, a draft decision on each issue of the proposed agenda or, if no decision has been proposed for approval,
a comment by the management board, as well as any draft decisions proposed by the shareholders.
Each shareholder may request ten (10) days prior to the Annual General Assembly’s Meeting the Company’s annual financial statements and
the relevant reports of the Board of Directors and the Company’s Auditors (article 123 par. 1 of L. 4548/2018).
For more information regarding the General Assembly of the Company and the rights of shareholders, see also the Company’s current articles
of association, which is posted on the Company’s website https://motodynamics.gr/etairikh-diakyvernhsh/.
For the timely and equal information of shareholders and investors in relation to corporate events, the Company has a Shareholders’ Service
Department and a Corporate Announcements Department.
6. Information required under Article 10(1)(c), (d), (f), (h) and (i) of the Directive 2004/25/EC of the European Parliament
and of the Council, as of 21 April 2004, on takeover bids, provided that the Company is subject to that Directive.
During the fiscal year there were no cases of takeover bids or public offering.
7. Composition and manner of operation of the Board of Directors and any other administrative, management or supervisory
bodies or committees of the Company (art. 152 par. 1 lit. e’ of L. 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 within the framework of the applicable law provisions and the articles of association, as well as for the
observance of and compliance with the principles of corporate governance.
The Board of Directors consists of minimum three (3) to maximum fifteen (15) members, who may be executive, non-executive and
independent non-executive members. From the members of the Board of Directors, the non-executive members (independent and non-
18
executive) are engaged in the general promotion of corporate issues and do not deal with the day-to-day management of the Company, while
the executive members are engaged in the day-to-day management of the Company.
The Board of Directors meets with the required frequency in order to perform its duties effectively. The Board of Directors, as the supreme
governing body of the Company, has the following responsibilities:
• Determines and supervises the implementation of the Company’s corporate strategy and long-term objectives.
• It preserves and promotes the corporate interest, as well as the interests of the Company’s shareholders, as well as of the significant
stakeholders (“stakeholders”).
• It directs and manages all corporate affairs in an integral manner.
• It establishes the Company’s credibility in the economic-business community and in the wider social environment.
• It enhances the operational and economic value of the Company.
• It defines and supervises the corporate governance system and evaluates it at least every three (3) years.
• It ensures the adequate and effective operation and independence of the Company’s internal control system including risk
management and compliance functions.
• It ensures the reliability and completeness of the accounting system and the appropriate accounting records for the preparation of
the published financial statements, the annual management report, the corporate governance statement and the remuneration report.
• It defines the status of its members as executive or non-executive.
• It assigns responsibilities to the Managing Director and the Company’s managers, monitors their performance and sets the
appropriate levels of remuneration.
• It shall post and keep up to date the information and documents relating to the election of its nominated members, in accordance
with articles 4 par. 4 and 18 par. 1 of L. 4706/2020.
• It is informed and decides on any event that could materially affect the position of the Company, both in the present and in the long
term.
The composition of the Board of Directors during the period 01.01.2023-02.01.2023 was as follows:
1. Paris Kyriakopoulos, Chairman of the Board of Directors, Executive Member.
2. Kriton Leonidas Anavlavis, Vice-Chairman, independent non-executive member.
3. Sotirios Chatzikos, Chief Executive Officer, Executive Member.
4. Theodoros Akiskalos, independent non-executive member.
5. Lefkothea Varangi, non-executive member.
6. Alexandros Diogenous, independent non-executive member.
7. Konstantinos Mitropoulos, independent non-executive member.
8. Irene Mpardani, independent non-executive member.
9. Nikolaos Pagiaslis, non-executive member.
10. Ioannis – Stylianos Tavoularis, non-executive member.
11. Eleni Vrettou, daughter of Christos, non-executive member.
The composition of the Board of Directors for the period 03.01.2023-11.06.2023 was as follows:
1. Paris Kyriakopoulos, Chairman of the Board of Directors & Chief Executive Officer, Executive Member.
2. Kriton Leonidas Anavlavis, Vice-Chairman, independent non-executive member.
3. Ioannis – Stylianos Tavoularis, executive member.
4. Theodoros Akiskalos, independent non-executive member.
5. Lefkothea Varangi, non-executive member.
6. Alexandros Diogenous, independent non-executive member.
7. Konstantinos Mitropoulos, independent non-executive member.
8. Irene Mpardani, independent non-executive member.
9. Nikolaos Pagiaslis, non-executive member.
10. Eleni Vrettou, daughter of Christos, non-executive member.
11. Sotirios Chatzikos, non-executive member.
The composition of the Board of Directors for the period 12.06.2023-31.12.2023 was as follows:
1. Paris Kyriakopoulos, Chairman of the Board of Directors & Chief Executive Officer, Executive Member.
2. Kriton Leonidas Anavlavis, Vice-Chairman, independent non-executive member.
3. Theodoros Akiskalos, independent non-executive member.
4. Lefkothea Varangi, non-executive member.
19
5. Alexandros Diogenous, independent non-executive member.
6. Konstantinos Mitropoulos, independent non-executive member.
7. Irene Mpardani, independent non-executive member.
8. Nikolaos Pagiaslis, non-executive member.
9. Ioannis – Stylianos Tavoularis, non-executive member.
10. Eleni Vrettou, daughter of Christos, non-executive member.
11. Sotirios Chatzikos, non-executive member.
12. Amalia Mofori, daughter of Michael, independent non-executive member.
The Board of Directors of the Company was elected by virtue of the Ordinary General Assembly’s meeting dated 24.06.2021, and held its
consituent meeting on 24.06.2021, while the new member of the Board of Directors, Mrs. Eleni Vrettou, was elected by virtue of the Ordinary
General Assembly dated 16.06.2022, thus, the Board of Directors was re-constituted at its meeting on 16.06.2022, maintaining the same
composition until 02.01.2023. Subsequently, the Board of Directors at its meeting dated 03.01.2023 accepted the resignation of Mr.
Chatzikos, and was reconstituted with the following changes: Mr. Paris Kyriakopoulos became Chairman of the Board of Directors, CEO
and executive member; Mr. Ioannis Tavoularis became an executive member; and Mr. Chatzikos (after his resignation from the CEO position
and from being an executive member of the Board of Directors) remained in the composition of the Board of Directors as a non-executive
member. In addition, pursuant to the decision of the Ordinary General Assembly as of 12.06.2023, the new member of the Board of Directors,
Mrs. Amalia Mofori, was elected, and at the same time the Board of Directors was reconstituted at its meeting dated 12.06.2023, with the
composition mentioned in detail above.
The term of office of the current Board of Directors lasts three years and expires for all members of the Board of Directors on 24.06.2024,
with the option of an automatic extension until the lapse of last day of the period, within which the next Ordinary General Assembly may be
convened.
It should be noted that the above composition of the Board of Directors for the period 12.06.2023-31.12.2023 is the same as the current
composition.
The Board of Directors met fifteen (15) times in the year 2023. The participation rate of all members of the Board of Directors in the meetings
of 2023 amounts to 100% with the following exceptions: a) Mr. Alexandros Diogenus, independent non-executive member, did not attend
one (1) meeting within the year 2023 and therefore his participation rate is 93.33%; b) Mrs. Lefkothea Varangi, non-executive member, did
not attend one (1) meeting within the year 2023 and therefore her participation rate is 93.33%;and c) Mrs Eleni Vrettou, non-executive
member, did not attend one (1) meeting within the year 2023 and therefore her participation rate is 93.33%.
The detailed CVs of members of the Board of Directors and senior management are listed below (see Section No. 8 of the Declaration). It
follows from the above-mentioned that the composition of the Board of Directors reflects the knowledge, skills and experience required to
exercise its responsibilities, in accordance with the Company’s suitability policy and the business model and the strategy.
It should be noted that the Board of Directors, in the context of the annual review of the fulfillment of the independence requirements,
provided in article 9 of L. 4706/2020 to the above independent non-executive members, elected by the 24.06.2021 and 12.06.2023 decisions
of the General Assembly of the Company’s shareholders, after evaluating, with the assistance of the Nomination and Corporate Governance
Committee, the relevant statements of the independent non-executive members combined with other data and information, e.g. register of
suppliers - partners of the Company and subsidiaries, stock register of the Company and so on, found that the independence requirements of
Article 9 of L. 4706/2020 continue to apply and be met by the above independent non-executive members of the Board of Directors.
The members of the Board of Directors holding shares of the Company with reference date the 31th.12.2023 and the date of publication, are
presented below:
Full Name
Position in the Board
Number of shares
Percentage (%) of
participation
(Shareholding Rate) in
the share capital of the
Company
Paris Kyriakopoulos
Chairman of the Board
and CEO (Executive
Member)
- 3.162.127 (on 31.12.2023)
- 3.162.127 (on 20.03.2024)
10,488% (on
31.12.2023)
10,488% (on
20.03.2024)
20
Sotirios Chatzikos
Non-executive
member of the Board
of Directors
1.775.000
(both on 31.12.2023 and
on 20.03.2024)
5.887%
(both on 31.12.2023 and
on 20.03.2024)
Ioannis Tavoularis
Executive member of
the Board of Directors
873.925
(both on 31.12.2023 and
on 20.03.2024)
2.899%
(both on 31.12.2023 and
on 20.03.2024)
Irene Mpardani
Independent non-
executive member of
the Board of Directors
56
(both on 31.12.2023 and
on 20.03.2024)
0.00018%
(both on 31.12.2023 and
on 20.03.2024)
The directors holding shares of the Company with reference date the 31th.12.2023 and the date of publication, are presented below:
Full Name
Position and Title in the
Company
Number of shares
Percentage (%) of
participation
(Shareholding Rate) in
the share capital of the
Company
Efstathios Anagnou
Information Technology
Director
34.341
(both on 31.12.2023 and
on 20.03.2024)
0.114%
(both on 31.12.2023 and
on 20.03.2024)
Ioannis Sokialis
Director of Yamaha
Division
14.381
(both on 31.12.2023 and
on 20.03.2024)
0.048%
(both on 31.12.2023 and
on 20.03.2024)
Nikolaos Sinogiannis
Director of Porsche
Division
3.387
(both on 31.12.2023 and
on 20.03.2024)
0.011%
(both on 31.12.2023 and
on 20.03.2024)
Dimitrios Bozas
Director of Financial
Services
8.537
(both on 31.12.2023 and
on 20.03.2024)
0.028%
(both on 31.12.2023 and
on 20.03.2024)
Sophia Thomaidou
Director of Human
Resources
7.065
(both on 31.12.2023 and
on 20.03.2024)
0.023%
(both on 31.12.2023 and
on 20.03.2024)
Maria Passia
Director of Corporate
Affairs.
2.000
(both on 31.12.2023 and
on 20.03.2024)
0.007%
(both on 31.12.2023 and
on 20.03.2024)
Leonikos Mavrogenis
Director of Motodiktio
Division
2.117
(both on 31.12.2023 and
on 20.03.2024)
0.007%
(both on 31.12.2023 and
on 20.03.2024)
George Leivaditis
Director of SIXT
Division
15.811
(both on 31.12.2023 and
on 20.03.2024)
0.052%
(both on 31.12.2023 and
on 20.03.2024)
Finally, it should be noted that the Internal Auditor of the Company, Mr. Theodoros Sgouros owned both on 31.12.2023 and on 20.03.2024,
2.000 shares of the Company, with a participation / shareholding rate in the Company’s share capital amounting to 0.007%.
7.1.2. Chairman of the Board of Directors.
The Chairman of the Board acts as the main link between the Company’s management, the Board of Directors and the shareholders, and has
the following responsibilities:
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• He presides over the meetings of the Board of Directors and directs his work in compliance with his obligations towards the
shareholders, the Company, the supervisory authorities, the law and the Company’s Articles of Association.
• It determines and specifies the agenda issues and the effective conduct of the meetings of the Board of Directors by encouraging
open dialog and the contribution of the members.
• It ensures the provision of timely and correct information to the members of the Board and their support by the executives of the
management.
• It facilitates the effective participation of executive and non-executive members of the Board of Directors in its work, and ensures
constructive relations between executive and non-executive members.
• It ensures the effective communication with all shareholders, with a view to fair and equal treatment of the interests of all
shareholders.
• It facilitates the dialog with the other stakeholders.
• It cares for the evaluation of the Board of Directors and its Committees.
Furthermore, the Chairman, and beyond the above responsibilities related to the operation of the Board of Directors, and to the extent that he
maintains the executive title, will exercise the executive powers provided by the relevant authorizations of the Board of Directors, in order
to participate in all decisions that materially affect the course of the Company.
7.1.3. Vice-Chairman of the Board of Directors.
The Board of Directors shall elect a Vice-Chairman from its independent non-executive members. The Vice-Chairman of the Board of
Directors has the following responsibilities:
• He/she replaces the Chairman in his/her duties, where and as provided by the Company’s Articles of Association, the law and the
Company’s Policy.
• He/she leads the evaluation process of the Chairman by the Board of Directors, represents the independent non-executive members
in the BoD and coordinates effectively their actions within the BoD as well as their communication with the Chairman and the
Management.
• He/she cares for the submission of the annual reports and statements of the independent members of the Board of Directors to the
Ordinary General Assembly of the Company’s Shareholders.
• He/she participates in meetings or other communication, to the extent required, with shareholders of the Company on issues related
to the governance of the Company.
In addition, pursuant to the decision of the Board of Directors dated 29.03.2023 and in the case where the titles of the Chairman of the Board
of Directors and the Chief Executive Officer are concentrated in the same person, the Vice-Chairman of the BoD may exercise additionally,
non-executive, responsibilities of the Chairman of the Board of Directors, mainly associated with the organization and conduct of the meetings
of the Board of Directors.
7.1.4. Operation of the Board of Directors
The operation of the Board of Directors is described in detail in its Rules of Operation, a summary of which is uploaded on the Company’s
website https://motodynamics.gr/etairikh-diakyvernhsh/. These Rules of Operation include information about the Board of Directors, such
as the election, members, the determination of the independence of nominated or current members, the term of office, the constitution in a
body, the responsibilities, the duties and behavior of its members, its committees, its meetings, the quorum and decision-making, the support
its operation, the minutes of its meetings.
7.1.5. Suitability Policy of the members of the Board of Directors
The Suitability Policy applies to the members of the Board of Directors of the Company, in accordance with article 3 of L. 4706/2020.
The Nomination and Corporate Governance Committee of the Company forms the selection criteria in implementation of the above Policy,
so that the qualifications, knowledge, and experience of the nominated members complement those of the other already existing members of
the BoD. The nominated members are selected according to their level of education and their social recognition and are among the successful
executives of the business, academic and wider social field with domestic and international experience in their fields of business and expertise.
The nominated members should also be distinguished for integrity, honesty, good judgment, dedication and willingness to examine the issues
discussed in the Board with objectivity and impartiality. Upon the selection, renewal of the term and replacement of a member, the assessment
of the individual and collective suitability of the Board of Directors shall be taken into account, as well as the understanding by the nominated
member of the Company’s culture, values and general strategy.
The individual suitability of the members of the BoD is assessed on the basis, among others, of the adequacy of their knowledge and skills,
their reliability and reputation, possible conflict of interests, adequacy and availability of time of employment and their independence of
judgment. The criteria shall apply, without prejudice to any specific provisions, to all members of the BoD, regardless of their capacity and
title as executive, non-executive or independent non-executive members.
The Suitability Policy is uploaded on the Company’s website at the following e-mail address: https://motodynamics.gr/etairikh-
diakyvernhsh/.
22
Diversity Criteria pursuant to Article 152 par. 1 lit. f of L. 4548/2018
The Company implements a diversity policy through the collection of a wide range of qualifications and skills when selecting members of
the BoD, ensuring a variety of views and experiences, for the purpose of making of good decisions.
The Suitability Policy includes the basic diversity criteria applied by the Company when selecting members of the Board of Directors and
they constitute essential priorities (diversity goals) of the Company, including at least:
a) the 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, family status, disability, age or sexual orientation.
It should be noted that within the year 2022 and, in particular, under the decision of the Ordinary General Assembly of the Company dated
16.06.2022, one (1) additional member of the Board of Directors, Mrs. Eleni Vrettou, non-executive member of the Board of Directors, was
elected, thus increasing the representation rates of the female sex in the Board of Directors of the Company (27.27%).
7.1.6. Remuneration of the Board of Directors
Regarding the remuneration of the Board of Directors, the Company has established a remuneration policy, in accordance with the provisions
of art. 109 ff. of L. 4548/2018, and in particular in compliance with the provisions of art. 110, 111 and 112 of L. 4548/2018 (the
“Remuneration Policy”), as approved and/or amended by the General Assembly of the Company.
The purpose of the Remuneration Policy is to establish rules for attracting executives who have the appropriate qualifications for the most
effective management of the Company, and the most proper corporate governance, to ensure that the remuneration of the members of the
BoD is sufficient for their retention and corresponding to their responsibilities, the promotion of meritocracy, the harmonization of the
objectives and incentives of the members of the Board of Directors, with those of the shareholders, as well as the creation of incentives for
the achievement of a stable and long-term performance of the members of the Board of Directors.
According to the provisions of the law, a remuneration report is prepared annually and approved by the Board of Directors, which contains
a comprehensive overview of the total remuneration regulated in the remuneration Policy for the last financial year and is submitted for
discussion in the Ordinary General Meeting. In the Ordinary General Assembly of Shareholders for the year 2024, the Remuneration Report
of the members of the Board of Directors will be submitted as regards the remuneration paid within the year 2023, according to article 112
of L. 4548/2018 and the Remuneration Policy.
The Remuneration Policy but also the annual Remuneration Reports are available, according 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).
Member of the Board of
Directors
Position/Title
Legal Entity
Paris Kyriakopoulos
Member of the Board of Directors &
Strategy Committee
Imerys S.A. (France)
Vice-Chairman of the Board of Directors
ORYMIL S.A.
Chairman of the Board of Directors.
AVGI REAL ESTATE SA
Executive member of the Board of
Directors
PROPERTY COMPANY TWO
Vice-Chairman of the Board of Directors
AKROTIRIO TRACHILAS TRIA
SA
Chairman of the Board of Directors.
OMIROU CAPITAL PARTNERS
S.A.
Chairman of the BoD
Blue Crest S. A.
Chairman of the BoD
Yellow Crest S. A.
Member of the Board of Directors
ALBA Association
Member of the Board of Directors
Milos Conference Center - George
Iliopoulos
Member of the Board of Directors
Junior achievements Greece
Member of the Board of Directors
Harvard Business School
Association
Member of the Board of Directors
Union of Members of YPO Aegean
Department - Association
Chairman of the Board of Directors.
Union of Camper Boat Racers
23
Kriton Leonidas
Anavlavis
General partner & Manager
ALPHASIGMA LTD
Theodoros Akiskalos
Independent non-executive member of
the Board of Directors
Auto Scout24 GmbH
Lefkothea Varangi
Vice-Chairman of the Board of Directors
& Chief Executive Officer
TECHNOSPHERE SA
Chairman of the Board of Directors. &
Chief Executive Officer
NEEMA S.A.
Alexandros Diogenous
Chairman of the Board of Directors, Chief
Executive Officer, Shareholder 50%
P.M. TSERIOTIS LIMITED
Chairman of the Board of Directors.
PYLONES HELLAS S.A.
Chairman of the Board of Directors.
UNILEVER PMT LIMITED
Chairman of the Board of Directors.
UNILEVER TSERIOTIS CYPRUS
LIMITED
Member of the Board of Directors
TRYFON TSERIOTIS LIMITED
Chairman of the Board of Directors.
OMNITOUCH CYPRUS LIMITED
Chairman of the Board of Directors.
UNICARS LIMITED
Member of the Board of Directors
UNIWHELS CAR RENTAL
LIMITED
Member of the Board of Directors
SIXTHRONE CASE LIMITED
Member of the Board of Directors
UNICARS EMPORIKI LIMITED
Member of the Board of Directors
DIMITRIS NEARCHOU
SYNERGIO LIMITED
Member of the Board of Directors
OUMETHESPISEN LIMITED
Member of the Board of Directors
REVYTHADA LIMITED
Chairman of the BoD, Shareholder 100%
EVESTOR HOLDINGS LIMITED
Chief Executive Officer
MELLON (CYPRUS) LIMITED
Konstantinos
Mitropoulos
Independent non-executive member of
the Board of Directors
PLAISIO COMPUTERS S.A.
Independent non-executive member of
the Board of Directors
ELTRAK SA
Member of the Board of Directors
Foundation for Economic &
Industrial Research (IOBE)
Independent non-executive member of
the Board of Directors
Cyprus Development Bank limited
Irene Mpardani
Chairman of the Board of Directors. &
General Manager
Hellenic Institute for Occupational
Health and Safety (ELINYAE)
Member of the Board of Directors
THEOTOKOS FOUNDATION for
the Protection of Children and
Young People with Developmental
Disorders
Nikolaos Pagiaslis
Chairman of the Board of Directors.
AKROTIRIO TRACHILAS TRIA
SA
Chairman of the Board of Directors.
PROPERTY COMPANY TWO
S.A.
Chief Executive Officer
PROPERTY COMPANY ONE S.A.
Member of the Board of Directors
OMIROU SPV 1 S.A.
Member of the Board of Directors
OMIROU SPV2 S.A.
Member of the Board of Directors
OMIROU SPV4 S.A.
Eleni Vrettou
Chief Executive Officer
Member of the Board of Directors
ATTICA BANK
Chairman of the Board of Directors.
ATTICA BANCASSURANCE
24
Independent non-executive member of
the Board of Directors
STARBULK CARRIERS
Amalia Mofori
Member of the Board of Directors,
Executive
Eurolife FFH life Insurance SA
Member of the Board of Directors,
Executive
Eurolife FFH General Insurance SA
Non-executive member of the Board of
Directors
Eurolife FFH Asigurari de Viata SA
Non-executive member of the Board of
Directors
Eurolife FFH Asigurari Generale SA
7.2. Committees of the Board of Directors
7.2.1. Audit Committee
The Company has a Audit Committee, which consists of three (3) members, elected by the Board of Directors. It is an independent committee
from any body of the Company and its members are the following: the Chairman of the Committee, who is an independent non-executive
member of the Board of Directors, an independent non-executive member of the Board of Directors and a non-executive member of the
Board of Directors.
The members of the Audit Committee as a whole, have proven sufficient knowledge in the field in which the Group operates and at least one
member has proven sufficient knowledge in accounting and auditing. The evaluation of the nominated members of the Audit Committee
shall be carried out by the Board of Directors
The responsibilities and obligations of the Audit Committee are the following:
1. The monitoring of the financial reporting process. The Audit Committee monitors, examines and evaluates the procedure of drafting
of financial information, i.e. the mechanisms and production systems, the flow and dissemination of financial information
originated by the Group’s organizational units involved. In this context, the Audit Committee informs the Board of Directors of its
findings and submits proposals for improvement of the procedure, if it is deemed appropriate.
2. The monitoring of the effective operation of the internal control system. The Audit Committee monitors, examines and evaluates
the adequacy and effectiveness of the entire Group’s policies, procedures and control activities regarding both the internal control
system and the risk assessment and management in relation to financial reporting. The Audit Committee monitors and inspects the
proper functioning of the Internal Audit Unit in accordance with professional standards as well as the current legal and regulatory
framework and evaluates its work, adequacy and effectiveness, without however affecting its independence. It reviews the disclosed
information about the internal control and the Company’s main risks and uncertainties in relation to financial information reporting.
In this context, the Audit Committee informs the Board of Directors of its findings and submits proposals for improvement, if it is
deemed appropriate.
3. The monitoring of the course of the statutory audit of financial statements. The Audit Committee monitors the process and the
performance of the statutory audit of the Group’s individual and consolidated financial statements. In this context, the Audit
Committee informs the Board of Directors, submitting a relevant report on the issues that have arisen from the conduct of the
statutory audit, explaining in detail:
A) the contribution of the statutory audit to the quality and integrity of financial information, i.e. to the accuracy, completeness and correctness
of financial reporting, including relevant disclosures, approved by the Board of Directors and made public.
B) the role of the Audit Committee in the above procedure (A), i.e. the recording of the actions taken by the Audit Committee during the
process of carrying out of the statutory audit. In the context of the above information of the Board of Directors, the Audit Committee shall
take into account the content of the additional report, which the certified public accountant submits to it and which contains the results of the
statutory audit carried out.
The members of the Audit Committee shall meet at regular intervals but also on an exceptional basis when required. The Chairman of the
Committee informs the Board of Directors about the important issues that arise and submits to it an annual official report, while attending
the Ordinary General Assembly’s meeting and answering questions concerning the work of the Committee. The Audit Committee shall use
any resources it deems appropriate to fulfill its purpose, including services from external consultants.
The composition of the Board of Directors for the period 01.01.2023-11.06.2023 was as follows:
1. Konstantinos Mitropoulos son of Sotiriou, independent non-executive member of the Board of Directors, Chairman of the Audit
Committee
2. Kriton Leonidas Anavlavis, son of Stefanos, independent non-executive member of the Board of Directors, member of the Audit
Committee
3. Nikolaos Pagiaslis, son of Panos, non-executive member of the Board of Directors, member of the Audit Committee.
The above members of the Audit Committee were appointed by the decision of the Board of Directors of the Company dated 24.6.2021 and
were constituted on the same day in a body, at a relevant meeting of the Committee.
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The composition of the Audit Committee for the period 11.06.2023-31.12.2023 (and up to date) has as follows:
1. Konstantinos Mitropoulos son of Sotiriou, independent non-executive member of the Board of Directors, Chairman of the Audit
Committee
2. Amalia Mofori daughter of Michael, independent non-executive member of the Board of Directors, member of the Audit
Committee
3. Nikolaos Pagiaslis, son of Panos, non-executive member of the Board of Directors, member of the Audit Committee.
At the meeting of the Board of Directors of the Company held on 12.06.2023 the Vice-Chairman of the Board of Directors and member of
the Audit Committee, Mr. Kriton Leonidas Anavlavis, submitted to the consultants his resignation from a member of the Audit Committee,
with immediate effect, which the Board of Directors unanimously accepted. Subsequently, the Board of Directors unanimously decided to
replace Mr. Kriton Leonidas Anavkhandis, as a member of the Audit Committee, by Mrs. Amalia Mofori, who, as the Board of Directors
found and according to the relevant recommendation of the Nomination and Corporate Governance Committee dated 12.06.2023, meets the
criteria provided by the law, the above decision of the Ordinary General Assembly of Shareholders dated 24.06.2021, and the Rules of
Operation of the Audit Committee. Subsequently, the Audit Committee, in its meeting dated 12.06.2023, in the presence of all its members,
decided unanimously (a) to appoint Mr. Konstantinos Mitropoulos as its Chairman, who is an independent non-executive member (as
provided for in article 44 of L. 4449/2017 and the Rules of Operation of the Audit Committee); and (b) its constitution in a body as analysed
above.
The term of office of the above members of the Audit Committee coincides with the term of office of the current Board of Directors, that is,
it expires on 24.06.2024, and it may be automatically extended until the lapse of the last day of the period, within which the directly next
Ordinary General Assembly must meet.
For the year 2023, the Audit Committee met six (6) times with a participation rate of its members amounting to 100%.
The Audit Committee has taken decisions on the following indicatively mentioned issues/topics within the year 2023:
- Constitution of an Audit Committee in a body and appointment of its Chairman.
- Review of the evaluation of the Company’s Internal Control System (ICS), extraordinary audit mandate for the progress of the
implementation of the relevant findings and other related issues.
- Review and evaluation of reports of the Internal Audit Unit on prevention measures (controls) that specific commercial divisions
of the Company observe, as well as on business practices of subsidiaries of the Group.
- Issues related to the progress of the projects and works of the risk management and regulatory compliance system.
- Review of the Annual Report on the Results of the Internal Audit Unit and targeting for the year 2023.
- Evaluation of the Company’s Internal Auditor for the year 2022.
- Checking and Control of the accuracy, completeness and correctness of the annual financial statements to be published by the
Company and the Group (consolidated) for the period from January 1st to December 31st, 2022, in accordance with International
Financial Reporting Standards (IFRS).
- Checking and Control of the completeness of the Company’s Corporate Governance Statement for the fiscal year 2022.
- Monitoring of the implementation stage of the recommendations of the Internal Audit Unit.
- Overview of the Group’s results for the first four months of 2023, in accordance with International Financial Reporting Standards
(IFRS).
- Preparation of the Audit Committee’s Report of Acts addressed to the Ordinary General Meeting of the year 2023.
- Assignment of specific audits to external consultants, after proposal of the Internal Audit Unit.
- Checking and Control of the accuracy, completeness and correctness of the Interim Financial Statements to be published by the
Company and the Group (consolidated) for the period from January 1st to June 30th, 2023, in accordance with International
Financial Reporting Standards (IFRS).
- Staffing of the Internal Audit Unit.
- Review of the Audit Reports, the Risk Register and the Report on Financial Results of the Company’s Regulatory Compliance
Officer.
- Review of the Action Plan of the Regulatory Compliance Unit and approval of the Audit Program of the Company’s Internal Audit
Unit for the year 2024.
- Update by the Company’s Chartered Accountants of the progress of the regular audit of the Company’s and the Group’s financial
statements for the year 2023.
- Approval of the Internal Auditor’s Training budget for the year 2024.
- Annual Program of regular meetings of the Audit Committee for the year 2024.
The operation of the Audit Committee is described in detail in the Rules of Operation of the Audit Committee approved by the Board of
Directors of the Company and is uploaded on the Company’s website (https://motodynamics.gr/etairikh-diakyvernhsh/).
7.2.2. Nomination and Corporate Governance Committee
The purpose of the Nomination and Corporate Governance Committee is to propose to the Board of Directors, persons suitable for the
acquisition of membership in the Board of Directors, on the basis of the Suitability Policy and the procedure provided for in its rules of
26
operation. Further, it supports the Board of Directors on the design and monitoring of the implementation of the Company’s basic principles
and policies of corporate governance.
The Committee consists of at least three (3) non-executive members of the Board, the majority of whom, including the Chairman of the
Committee, are independent. The Committee shall meet after invitation of the Chairman at least on an annual basis or more frequently, at the
discretion of the Chairman, or after proposal of one of its members - at least before the announcement of the annual financial report, the
General Assembly’s meeting for the appointment of new members of the Board of Directors and, if required, for the updating of the Suitability
Policy.
The composition of the Nomination and Corporate Governance Committee for the period 01.01.2023-02.01.2023 was the following:
1. Alexandros Diogenous son of George, Chairman of the Nomination and Corporate Governance Committee.
2. Theodoros Akiskalos son of Aristomenis, member of the Nomination and Corporate Governance Committee.
3. Ioannis – Stylianos Tavoularis son of Nikolaos, member of the Nomination and Corporate Governance Committee.
Afterwards, Mrs Eleni Vrettou, a non-executive member, replaced on 03.01.2023 Mr. Ioannis – Stylianos Tavoularis as a member of the
Nomination and Corporate Governance Committee, under the Board of Directors’ decision dated 03.01.2023 on the change of the composition
of the Committee and on the reconstitution of the Committee in a body on the same day, at a relevant meeting of the Committee. As a result
of the aforementioned, the Committee's composition from 03.01.2023 to 31.12.2023 (and up to date) has as follows:
1. Alexandros Diogenous son of George, Chairman of the Nomination and Corporate Governance Committee.
2. Theodoros Akiskalos son of Aristomenis, member of the Nomination and Corporate Governance Committee.
3. Eleni Vrettou daughter of Christos, member of the Nomination and Corporate Governance Committee.
For the year 2023, the Nomination and Corporate Governance Committee met four (4) times with a participation rate of 100% and has taken
decisions on the following, indicatively mentioned issues/topics:
- Constitution of a Nomination and Corporate Governance Committee in a body and appointment of its Chairman.
- Annual evaluation of the Board of Directors (as a body) and of the Committees of the BoD
- Annual individual evaluation of the members of the BoD
- Annual evaluation of the independence of the members of the Board of Directors
- Redetermination of the role and responsibilities of the Vice-Chairman of the Board of Directors
- Submission of a proposal to the Remuneration and Human Resources Committee about the remuneration of the members of the
Board of Directors of the Company for the fiscal year 2023.
- Re-evaluation of the Suitability Policy in view of the Annual Ordinary General Assembly’s meeting.
- Re-evaluation of the Training Policy for the Members of the BoD.
- Discussion on the election of new members of the Board of Directors
- Proposal for the election of a new member of the Board of Directors.
- Submission of a proposal to the Board of Directors for the appointment of a new member of the Audit Committee.
- Submission of a proposal to the Board of Directors for the appointment of an external consultant for the annual evaluation of the
Board of Directors.
The operation of the Nomination and Corporate Governance Committee is described in detail in its Rules of Operation approved by the
Board of Directors of the Company and is uploaded on the Company’s website (https://motodynamics.gr/etairikh-diakyvernhsh/).
7.2.2.1. Evaluation of the Board of Directors and its Committees.
In accordance with the specific practices of the Hellenic Code of Corporate Governance (HCCG), which has been adopted and implemented
by the Company, the Board of Directors collectively, as well as the Chairman, the Chief Executive Officer and the other members of the
Board of Directors are evaluated annually as regards the effective performance of their duties, while at least every three years this evaluation
is facilitated by an external consultant.
For the year 2023, the evaluation of the Board of Directors and its Committees, as well as of the Chairman of the Board of Directors and the
Chief Executive Officer and the Vice-Chairman of the Board of Directors, was made with the assistance of an external consultant, namely
27
the consulting company, Grant Thornton. The process began on November 20, 2023, through the distribution of five (5) self-assessment
questionnaires using electronic links to all members of the Company’s Board of Directors and was completed on January 31, 2024.
From the external evaluation, the following aggregated conclusions were drawn, which were submitted to the Board of Directors at its meeting
as of 09.02.2024, following the relevant proposal as of 01.02.2024 by the Nomination and Corporate Governance Committee:
• The Company has prepared detailed Rules of Operation for the Board of Directors and its Committees, as well as Policies and
Procedures, which define a clear and effective operational framework for the Board of Directors and the Committees of the Board
of Directors.
• Furthermore, the overview of the practices of the Board of Directors and its Committees revealed that these bodies discuss the
issues required by law and cover to a sufficient extent the substantive issues related to the Company’s business.
• All of the above are confirmed by the universally positive view expressed by the members of the Board of Directors for the effective
operation and performance of this and its committees, as well as of the Chairman of the Board of Directors and its Vice-Chairman
for 2023.
In addition, in accordance with the Company’s Rules of Operation and following the proposal of the Nomination and Corporate Governance
Committee as of 15.3.2024, the Board of Directors at its meeting as of 20.3.2024 found that the Directors continue to meet the individual
suitability criteria provided for by the Suitability Policy; they have sufficient time to perform their duties and there is no real or potential
conflict of interests of themselves or of persons associated with them with the interests of the Company.
7.2.3. Remuneration and Human resources Committee
The Remuneration and Human resources Committee was established with the aim of ensuring the drawing up and monitoring of the
Remuneration Policy and the Remuneration Report for the members of the Board of Directors and at the same time making proposals to the
Board of Directors regarding the broader Remuneration and Benefits Policy, as well as the individual management and human resources
development systems of the Company, in order to ensure the attraction and stay of the most suitable officers and so that the remuneration
system is linked to the corporate strategy, the purposes of the Company and their realization with the ultimate goal of creating long-term
value in the Company.
The Remuneration and Human Resources Committee consists of at least three (3) non-executive members, the majority of whom, including
the Chairman of the Committee are independent. The Committee shall be held after invitation of its Chairman and shall meet twice (2) on an
annual basis and in exceptional circumstances, whenever appropriate and necessary.
The composition of the Remuneration and Human resources Committee for the period 01.01.2023-31.12.2023 (and up to date) had 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.
For the year 2023, the Remuneration and Human Resources Committee met three (3) times with a participation rate of 100% and has taken
decisions on the following, indicatively mentioned issues/topics:
- Presentation of the Employee Development Center.
- Proposal to the Board of Directors regarding the remuneration of a consultant, based on a contract of employment.
- Evaluation of senior management officers of the Company.
- Approval of the annual bonus of senior management officers and redefinition of its calculation system.
- Targeting of the Chief Executive Officer for the year 2023.
- Amendment of Human Resources Performance Management and Development Policy.
- Submission of a proposal to the Board of Directors for the remuneration of its members for the year 2023.
- Submission of a recommendation to the Board of Directors regarding the free distribution of equity or new shares to the Group’s
management officers and to the members of the BoD, in accordance with the provisions of article 114 of L.4548/2018.
- Submission of a recommendation to the Board of Directors regarding the approval of the Remuneration Report of the Board of
Directors of the Company for the year 2022 and the new Remuneration Policy of the members of the Board of Directors in accordance
with articles 110-111 of L. 4548/2018.
- Training and submission of a recommendation to the Board for the adoption of an Open Job Coverage Policy.
- Submission of a recommendation to the Board of Directors regarding the specific conditions of the free distribution of the Company’s
equity decided by the Ordinary General Assembly of its Shareholders dated 12.06.2023, in accordance with the provisions of article
114 of L. 4548/2018.
The operation of the Nomination and Corporate Governance Committee is described in detail in its Rules of Operation approved by the Board
of Directors of the Company and is uploaded on the Company’s website (https://motodynamics.gr/etairikh-diakyvernhsh/).
7.2.4. Internal Audit Unit
The main mission of the Internal Audit Unit is to help the Company achieve its objectives by adopting a systematic, professional approach
to assessing and improving the effectiveness of risk management procedures, of the internal control and corporate governance system. The
Internal Audit Unit strengthens and protects the value of the Company by providing objective and risk-based assurance, advice and
information.
28
The Internal Audit Unit constitutes an independent organizational unit within the Company headed by its Head. Its head, Mr. Theodoros
Sgouros has been appointed by the Board of Directors of the Company, following a proposal by the Audit Committee. He is a full-time and
exclusive employee, personally and functionally independent and objective in the performance of his duties and has the appropriate
knowledge and relevant professional experience.
In particular, he is a certified member of the ACCA (Association of Chartered Certified Accountants - England) and a certified member
of the CIA (Chartered Internal Auditors - USA). Further, he is certified by the same institute in risk Management (CRMA- Certification in
risk Management & Assurance), in COSO IC (Internal Controls) and in COSO ERM (Enterprise Risk Management).
He is administratively subordinate to the Chief Executive Officer and functionally to the Audit Committee and through it to the Board of
Directors.
The Internal Audit Unit has access to any organizational unit (Division/Directorate) of the Company and is aware of any element required
for the performance of its duties.
7.2.5. Procedure for Recruitment and Evaluation of Senior Management Officers
In order to attract and retain competent officers and evaluate their performance, the Company has established and implements a procedure of
recruitment and evaluation of senior management officers.
The Company’s Management continuously monitors the existing potential of senior management officers and evaluates its composition
(skills/knowledge/experience), in relation to the Company’s long-term strategy and objectives.
The procedure describes the steps to identify the need for the CEO to cover a senior management position (or in the case of the CEO position
to be covered by the Nomination and Corporate Governance Committee and/or by the Board of Directors) and the steps for the approval of
the position profile by the CEO and the Chairman of the BoD or the Nomination and Corporate Governance Committee in the case of the
CEO position. The option to cover a position through internal succession or external market executives is evaluated and a relevant evaluation
of the nominated individuals is carried out. In any case, the required interview cycle shall be carried out and the appropriate assessment and
evaluation tools shall be used where appropriate. The final selection of a senior officer is carried out and approved by the CEO with the
consent of the Chairman of the Board of Directors, while for the procedure for covering the CEO position, responsible is the Nomination and
Corporate Governance Committee which, requesting where necessary the assistance of the Human Resources Office, submits its proposals
to the BoD.
At the beginning of the year, the objectives are set jointly by the Officer and the CEO on the basis of the targeting system followed by the
Company. The targeting of the CEO shall be decided by the Board of Directors with the support of the Nomination and Corporate Governance
Committee.
Furthermore, the said procedure provides for a performance evaluation system: In the context of the results of the evaluation, a discussion is
held on the development plan of the officer to successfully cover its role. The result of the evaluation is determined by the CEO and/or the
Board of Directors accordingly (in the case of the CEO), with the support of the Human Resources Office. This is based on the evaluation
scale applied by the Company, recorded, communicated to the executive and maintained by the Human Resources Office. It should be noted
that based on the above result, the officer receives annual variable remuneration (bonus), in proportion to the salary category it belongs to,
based on the remuneration framework as formed by the Company. The Remuneration and Human Resources Committee, within its
responsibilities, submits relevant recommendations to the Board of Directors
7.2.6. Procedure for the notification of transactions of persons carrying out managerial tasks.
In the context of the obligation introduced by Regulation (EU) No 596/2014 on the obligation to disclose transactions and the directions of
the Hellenic Capital Market Commission, the Company has drawn up and implemented a Procedure for the Disclosure of Transactions of
persons performing managerial duties and of persons closely related to them.
The procedure describes the relevant institutional and regulatory framework and the obligations of the liable persons as defined by it in
relation to the disclosure of transactions to the Company and the Hellenic Capital Market Commission, the non-trading in closed periods and
the obligation to inform the Company about the persons with whom they maintain close ties and the written information of these persons
about their respective obligations. Further, the procedure followed for the ad hoc approval by the Company of transactions during a closed
period and the corresponding information disclosure obligations by the Company to the Stock Exchange and the Capital Market Commission
is described.
7.2.7. Disclosure of Dependency Relationships
In the context of Article 9 of L. 4706/2020 on the criteria that a member of the Board of Directors must meet in order to be considered
independent, the Company applies a disclosure procedure of independent non-executive members of the Board of Directors, aiming to:
• specify the independence criteria specified in the applicable legislation, where it is deemed necessary;
• identify the information to be collected by each independent non-executive member of the BoD, for the purpose of ascertaining
that the independence criteria are met, in accordance with the applicable legislation;
• identify those responsible for the implementation of the Procedure;
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• describe the means of communication of its results included in the Company’s Corporate Governance Statement as part of the
Annual Financial Report.
In the relevant procedure the separate independence criteria, the periodicity of its implementation, the evaluation procedure and finally the
actions in case of an established non-compliance, are mentioned.
The Board of Directors is overall responsible for supervising the implementation of the Procedure, with the assistance of the Nomination and
Corporate Governance Committee.
7.2.8. Transactions with Related Parties
The Company, in order to comply with the relevant institutional and regulatory framework, but also for the purpose of providing adequate
information to the Board of Directors in relation to decisions it makes on transactions between related parties, has developed and implemented
a Policy and Procedure for dealing with Related Parties in order to establish the rules and procedures for ensuring transparency and effective
supervision of the Company’s contracts or transactions with related parties.
The procedure describes the separate steps for identifying the related parties and keeping a relevant record (The Directorate of Financial
Services, with the support of the Shareholders Service Department, following procedures for collecting and evaluating relevant information
by the relevant persons, establishes a record of related parties, which is updated at least on a six-month basis), identifying, evaluating and
approving transactions with related parties (the identification of a transaction can be carried out in different ways, for example on the basis
of the file; the information provided by the officers and so on, and provided this procedure is completed, the CEO of the Company is promptly
informed and the procedures for approval provided are followed and observed, depending on the type of transaction), as well as the procedure
for their disclosure.
7.2.9. Conflict of interest
The Company has established a Policy and Procedure for preventing and dealing with situations of conflict of interest with the aim of
providing clear guidance on how conflicts of interest are defined, including potential conflicts of interest, what are the obligations of the
liable persons in relation to them and which actions are required in order to deal with them established by the Company in relation to such
situations.
The Policy and Procedure includes special provisions for the members of the Board of Directors and third persons to whom the responsibilities
of the BoD have been assigned.
7.2.10. Regulatory Compliance
The Company manages issues of compliance with the implementation of its policies and procedures, in which in particular the following are
described:
• the rules of dealing and trading with customers and suppliers;
• issues of protection of personal data and security of information systems;
• obligations of compliance with the requirements of corporate governance legislation;
• the Company’s compliance with the issues of prevention of bribery and corruption and prevention of money laundering.
The existing policies and procedures describe and explain the regulatory requirements as well as mechanisms to ensure the Company’s
compliance. The regulatory obligations and the required procedures and mechanisms shall be mapped when carrying out a compliance risk
assessment and any required amendments shall be recognized at a minimum in the annual preparation of the annual Action Plan on regulatory
compliance.
7.2.11. Management of Inside Information
The Company adopts and implements a relevant Procedure of Management of inside information and Proper Public Information that includes
the appropriate mechanisms and methodologies in relation to the effective and lawful management of inside information and in particular the
obligations under Articles 7, 8, 10 and 14 of the Regulation (EU) 596/2014 and the proper and correct information of potential investors and
relevant disclosure requirements.
The procedure is binding on the members of the Board of Directors, the senior management officers, the Company’s staff, as well as any
person who, due to their relationship with the Company, has access to inside information. It describes the separate actions for the evaluation
of information as inside information, the framework for publicizing or postponing disclosure of inside information, the actions required in
cases there is a need of refuting information disclosed to third parties, the actions and mechanisms to ensure confidentiality of information;
the procedure for drawing up and updating lists of persons holding inside information and the actions to inform the liable persons of their
prohibitions and obligations. Responsible for the implementation of the Procedure is the Corporate Affairs Directorate, with the overall
supervision of the Chief Executive Officer and the Board of Directors.
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7.2.12. Training of the Members of the Board of Directors & Senior Officers
The Company acknowledges the primary role of continuous learning and development in the achievement of its strategic goals. For this
reason, it supports the members of the Board of Directors and its executives in strengthening their knowledge, abilities and skills and
implements a relevant Training Policy for the BoD members and Senior Officers.
- Training of Members of the BoD.
Regarding the Training of the Board members, the Company applies and implements an introductory information procedure for its new
members under the responsibility of the Chairman of the BoD and the Nomination and Corporate Governance Committee. In relation to the
new members of the BoD, and in order to be able to effectively undertake their new duties, a set of relevant actions is established with care
and diligence of the Chairman of the BoD and the Nomination and Corporate Governance Committee.
Further, it supports the members of the BoD through their continuous training program, which provides the required resources for the
continuous development of their knowledge and skills, as well as ensures the continuous communication and information of the members of
the Board of Directors by the executive members and senior officers of the Company. The program is prepared on an annual basis by the
Human resources Department with the care and diligence of the Nomination and Corporate Governance Committee and is approved by the
Chairman of the BoD.
- Training of Senior Officers/Directors
Each senior management officer/director shall ensure the development of the staff of the Directorate/Department under his/her responsibility,
and shall identify the training needs.
With the care and diligence of the Human Resources Department, the relevant training costs shall be included in the annual human resources
budget according to the separate needs of the Departments and the annual operational guidelines.
The Human Resources Department shall ensure that the budget is respected and implemented in accordance with the pre-specified provisions.
7.2.13. Sustainable Development Policy
Although the Group is not obliged by the relevant legislation – but also by its size, activity and structure – to measure and disclose non-
financial factors in relation to the environment, social responsibility and governance, it has voluntarily adopted the sustainable development
policy.
The Group’s approach in the context of sustainable development is based on the following axes:
Corporate Governance, Market, Human resources, Environment and Local Community. More information regarding the Policy and its
content can be found on the official website of the Group, at the link: https://motodynamics.gr/viwsimh-anaptuksh/
The essential non-financial issues related to the long-term sustainability of the Group as well as how to deal with them (performance and
actions) are described in detail in the Sustainability Report.
These issues relate to the pillars of environment and climate change, labor issues including health and safety, society in general and business
ethics and integrity.
The Group is focused on strengthening dialog and engaging stakeholders effectively in addressing various issues related to sustainable
development. More information regarding the stakeholders, their dialog and interaction with the Group is presented in the Sustainability
Report.
The Board of Directors commits and monitors the executive management on issues concerning new technologies and environmental issues,
as these have been included in the strategic plan of the company which has been approved by the Board of Directors and is constantly
monitored by the executive management.
In 2023, the Group prepared the first Sustainable Development Report (or Sustainability Report) for the financial year 2022. Through the
Sustainable Development Report (or Sustainability Report), the shareholders and stakeholders can be informed in more detail about the
management and performance of the Group on issues of sustainable development and corporate social responsibility. The Sustainable
Development Report (or Sustainability Report) has been prepared in accordance with the Sustainability Reporting standards, Global
Reporting Initiative (GRI) 2021, as well as the ESG Information Disclosure Guide of the Athens Stock Exchange (ATHEX ESG Reporting
Guide) 2022. In addition, the Group, committed to the fundamental principles of sustainable development, also takes into account the United
Nations Sustainable Development Goals (SDG’ s).
8. Curricula Vitae of members of the Board of Directors and senior management officers (article 18 par. 3 of L. 4706/2020)
Paris Kyriakopoulos
Holder of a BA degree with distinction (Cum Laude) in the fields of Philosophy, Politics and Economics (PPE), awarded by the University
of Pennsylvania, USA. (PA, USA) and a Master in Business Administration (MBA) degree, with highest distinction (High Distinction),
awarded by the Harvard Business School, USA. (MA, USA). From 2005 to 2007, he served as a business consultant for the Boston Consulting
Group, having its registered seat in Vienna, Austria. From 2010 to 2015 he served as General Manager of the sector: FiberLean, Filtration &
performance Additives, IMERYS S.A., with registered seat in Paris, France. From 2016 to 2020, he served as CEO of the Company
“FiberLean Technologies Ltd”, with registered seat in Cornwall, Great Britain. In 2013 he was elected as a Director and in 2015 he was
elected as Executive Chairman of the Board of Directors of MOTODYNAMICS SA. Since 03.01.2023 he also serves as Chief Executive
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Officer of MOTODYNAMICS SA. During the period 2013-2018 he served as a Director in the association “Athens Laboratory of Business
Administration (ALBA)”. Since 2020 he is a member of the Board of Directors of the association “Junior Achievement Greece”.
Kriton Leonidas Anavlavis
He has worked for thirty years in various positions in the shipbuilding and mining industry. He joined S&B’s industrial minerals staff in 1990
and over the course of 25 years he took up leadership positions in various sectors of the Group. He completed his professional career in 2015,
holding the position of CEO of S&B Industrial Minerals Group, a position he held for four years. Since then, his investment interests have
been focused on disruptive technologies, while also guiding business executives to successfully address their challenges. He holds BSc/MSc
degrees in Maritime Technology and Master in Business Administration (MBA) from INSEAD.
Sotirios Chatzikos
He held the position of CEO of Motodynamics S.A. from January 2008 to December 2022. He is a founding member and has served as the
first Chairman of the Board of Directors of the Association of Motorcycle Importers (HAMI) from 2020 to 2022. From 2017 to 2020 he
served as Chairman of the governing committee of the motorcycle division of the Association of Importers of Automobile and Motorcycle
Representatives (AMVIR). From 1994 to 2007 he worked in the Group S&B Industrial Minerals SA (former “Silver & Baryte Ores Mining
Co. S.A”), where in recent years he held the role of Group Financial Director. In the past, he has worked in England for the multinational
group of industrial gases under the name “AIR PRODUCTS PLC” as Manager, European Treasure operations. Further he has taught for
several years at the Athens Laboratory of Business Administration (ALBA) the course “Mergers & Acquisitions” in the professional MBA
program. He has graduated from the Aristotle University of Thessaloniki with distinction in Economics and Business Administration. He
holds a Master degree in Business Administration (MBA) from the Manchester Business School.
Theodoros Akiskalos
Since 2010 he has been working in the multinational Carlsberg brewery Group. Since 2016, he has been the CEO of Carlsberg Sverige, the
largest production and marketing company of beer products, soft drinks and bottled water in Sweden, with registered seat in Stockholm.
Earlier, he served as CEO of the Company for Hong Kong, Taiwan and Macau markets, based in Hong Kong and head of strategic planning
of the group, based in Copenhagen. From 2004 to 2010 he worked at McKinsey & Company, based in Boston, for the past 2 years as an
Associate Principal with an emphasis on the sectors of consumer products and Private Equity. He also worked as a mechanical engineer at
General Electric aircraft engines and Power Systems in America. He holds Bachelor’s and Master’s degrees from the Mechanical Engineering
Department of Georgia Tech and MIT Universities respectively, with distinctions. He holds an Executive MBA degree from INSEAD.
Lefkothea Varangi
She studied agricultural economics in England. She worked at Varagkis SA at the retail sales department and was responsible for the After
Sales Service. For two years she has served as a member of the Board of Directors. She moved to the industry of ready-made clothing in
1985, starting the clothing manufacturing company “ENDYMATOPOIHTIKI SA” a company that designed, manufactured and was selling
in the retail market the brand name “THE BOSTONIANS”. With the assumption of the nationwide distribution of the trademark “THE
BOSTONIANS” by the Company SPORTSMAN - in which she was also a member of the Board of Directors - she remained in the retail
sales management for other Company’s brands and trademarks as well. She continued at NOTOS COM HOLDINGS, developing the network
of stores of the branded collections represented by the Group, in Romania, Skopje and Kossovo. At the same time, she was responsible for
stores in Greece, mainly those operating within shopping centers. Today, she is working on the creation of branded agricultural quality
products and their distribution network.
Alexandros Diogenous
He is a graduate of Cambridge University (M.A. Engineering & Management) and of the London Business School (M.Sc. In Finance). From
1997 to 1999, he worked as a consultant analyst at Alpha Finance in corporate finance, listing of companies to ATHEX and
acquisitions/mergers.
In 1999 he returned to Cyprus to join the potential of his family business, P.M. Tseriotis Group. Initially he was involved in the strategy and
development of the Group’s operations as well as in 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.
In his career he has served as President of the Association of Importers of Motor vehicles, as well as a member of the Board of Directors in
a number of listed companies in Cyprus, in charitable institutions and at 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 the Foundation for Economic & Industrial Research (IOBE).
From July 2019 to November 2020, he served as Chairman of the Board of Directors of ATTICA BANK. During the period 2013 to June
2019, he was an Authorised Advisor of PwC in Greece, responsible for the development of the Advisory department. Between 2016 and
2017 he was the CEO of PQH Single Special Liquidator S.A., which has undertaken the liquidation of 16 Greek banks. Between July 2011
and August 2012, he was the first Chief Executive Officer of the Hellenic Republic Asset Development Fund (HRADF or ”TAIPED”). From
September 2008 to July 2011, he was the Executive Chairman of Eurobank EFG Equities Investment Banking SA and Head of the Global
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Equity Investment Banking, Brokerage & Private Equity of Eurobank EFG Group with presence in Greece, Turkey, Romania, Bulgaria and
Serbia. He was the founder in 1989 and, until 2008, Executive Chairman of the Board of Directors of KANTOR Business Consultants S.A.,
one of the largest consulting companies in Greece. He began his career as a business consultant at Coopers & Lybrand in England. He has
also served as a member of the Board of Directors of the Hellenic Bank Association, HELEX, Nikas S.A., LogicDIS S.A. and CLR Financial
Services Ltd in Cyprus. He has been a member of the London Business School’s Global Advisory Council for many years, Vice President of
the Hellenic-British Chamber of Commerce and the Entrepreneurship Club and he is co-chairing the Greek-British Symposium. He is a
mechanical electrician of NTUA with postgraduate studies in business administration and economics, with MSc from Imperial College and
PhD from London Business School. He has published 9 articles in scientific journals on energy and strategy and many articles in professional
journals and newspapers.
Irene Mpardani
Chairman of the Board of Directors of the Hellenic Institute of Occupational Health and Safety (EL.IN.Y.A.E.), the body of the social partners
(SEV, GSEE, GSEVEE, ESEE, SETE) in health and safety issues. For many years, she has been a managing officer/director in companies
in the field of HR. Responsible for Labour Relations and Social Policy, as well as Director of the Human Resources Department of SEV for
15 years. She was a member of the Board of Directors of the European Foundation for the improvement of Living conditions
(EUROFOUND), the European Centre for the Development of Vocational Training (CEDEFOP), the Labour Force Employment Agency
(OAED), the Labour Authority, the Mediation and Arbitration Organisation (OMED), the Greek Network for Corporate Social responsibility
(CSR Hellas). For many years, a representative of the Greek employers’ team in the work of international organizations (ILO- International
Labour Organisation, IOE), as well as committees in Greece and the EU She was a special consultant of the Major of Athens in 1990. Member
of the Board of Directors of the Foundation for the Protection and Rehabilitation of children and young people with intellectual disability
“THEOTOKOS”.
She studied Law and political Sciences at the University of Athens and the Democritus University of Thrace. Postgraduate studies in
Administrative Science. Special training in Change Management, as well as Human Resource Management and Development.
Nikolaos Pagiaslis
He is a Mechanical-Electrical Engineer of the NTUA with a specialization in Production Engineering and holds a Master of Science degree
in Operational Research from Lancaster University (UK). He has many years of audit experience in a large number of companies in Greece
and abroad. Areas of activity are operational controls, financial controls, compliance controls, Corporate Governance, risk Management, the
implementation of Internal Control Systems. Prior to his employment in the multinational Group of S&B SA as Director of Internal Audit
for about 20 years, he held administrative and managerial positions in Peiraiki - Patraiki S.A. as a Production Engineer, and in the Technical
Company Hellenic Technology & Construction S.A. as Project Manager and later as Director of Management. He is the founder and
shareholder of AKAMAI CONSULTING SERVICES PRIVATE CAPITAL COMPANY - IKE. He has been 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 studied Political Science and obtained a Master’s degree from Boston University. He holds a BSc in Economics from Bentley University,
USA. Since 2005 he has been a member of the Social Affairs Committee (SAC) and a member of the Aerospace & Defence Industries
Association of Europe (ASD). He has been a member of the Board of Directors of “SHIPBUILDING AND INDUSTRIAL
UNDERTAKINGS IN ELEFSINA SOCIETE ANONYME” and of the “SHIPBUILDING AND INDUSTRIAL UNDERTAKINGS IN
SYROS SOCIETE ANONYME”, as well as Chief Executive Officer of the “SHIPBUILDING AND INDUSTRIAL UNDERTAKINGS IN
ELEFSINA SOCIETE ANONYME”. He has been a member of the Board of Directors of MOTODYNAMICS SA since 2007. He has also
served as a member of the Board of Directors of the Hellenic Association of Industries (SEV), from 2002 to 2008 (Treasurer from 2006 to
2008). From 2003 to 2007 he served as a member of the Board of Directors of the professional Department of the European Commission's
Business Policy Group (professional Chamber of the Enterprise Policy Group).
Eleni Vrettou
She holds a BSc degree, with a major specialization in Business Administration and Economics, from the University of Pennsylvania, USA.
(“The Wharton School”). She has many years of experience (2003 – 2022) in banks in Greece and abroad, where she has served in various
senior management positions, specializing in corporate and investment global banking. Today she holds the position of CEO at Attica Bank,
while other important positions she has served are, Head of the wholesale banking sector of Greece at “HSBC Bank Plc” and Senior General
Manager of Corporate & Investment Banking at Piraeus Bank Group. She has significant experience in financial analysis of companies and
offering financial and management advice. From 2019 to 2021 she has been a member of the Board of Directors, having been elected as
Chairman of the Board of Directors in the companies “Piraeus Leasing SA”, “Piraeus Leases SA”, “Piraeus Factoring SA” and “CPB Leasing
SA”, while today she is also an independent member of the Board of Directors of Starbulk and member of the Managing Committee of the
΄Association of Listed Companies Greece”.
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Amalia Mofori
Experienced insurance market officer and certified actuary (FIA), member of the Institute & Faculty of Actuaries of Great Britain with 20
years of experience in the European and Greek insurance market. She has many years of experience in the development and management of
groups in large projects of actuarial valuations, pricing and experience in acquisitions and mergers in Greek and European insurance groups.
She has served a) from March 2016 up to date, as Director General of the Technical Directorate of Life and General Insurance, and as
executive member of the Board of Directors at Eurolife FFH (Head of the General Technical Directorate of Eurolife FFH in the fields of life
insurance and general insurance, with main areas of responsibility for product pricing, reinsurance contracts, risk-taking and insurance
product development, Executive Member of the Board of Directors for Eurolife FFH Life Insurance SA and Eurolife FFH General Insurance
SA, Member of the Board of Directors for the subsidiaries of the group in Romania, Eurolife FFH Asigurari de Viata SA and Eurolife FFH
Asigurari Generale SA, Member of the Executive Committee, the Investment Committee and the Eurolife FFH Product Committee,
Management of individual technical teams for the analysis and management of the company’s technical results, thee support of new works
in the areas of product development. Responsibility for product pricing, optimization of reinsurance structures and compliance with
supervisory guidelines); (b) from January 2011 to February 2016 Insurance and Actuarial leader at PwC (Head of PwC’s newly established
actuarial department for providing actuarial services to life insurance and general insurance companies in Greece, Cyprus and the Middle
East, and staffing, establishment of an insurance team, with work in all areas of PwC’s activities (consulting in technical and actuarial areas,
technology, tax and accounting issues, restructuring, etc.), responsibility for the actuarial audits of large insurance groups in the Greek,
Cypriot and European markets, liability for the development of insurance advisory services in close cooperation with PwC’s international
network, role of independent actuary in the case of transfer of life insurance portfolio, role of the signatory actuary for a large general
insurance company); c) from September 2001 to May 2010 consultant to Watson Wyatt Ltd and, in particular: c1) 2001 – 2007, London:
Based in London, member of actuarial teams to serve insurance companies in the UK, Europe, Greece, Cyprus and Turkey (actuarial
valuations and storage, actuarial modeling), participation in many mergers and acquisitions projects of life insurance companies in Central
Europe, Greece and Turkey, experience in an international actuarial modeling project with specialized actuarial software for 9 European
subsidiaries of a life insurance group, participation in compliance projects with new supervisory guidelines (Solvency II), experience in
compliance projects with new accounting standards for life insurance portfolios and c2) 2007 – 2010, Athens: Based in Athens, responsible
for the Greek customer base of the company and the development of consulting operations in Greece, Central Europe, Cyprus and Turkey,
participation in many projects of mergers and acquisitions of life insurance companies in Greece and Turkey.
Apart from the members of the Board of Directors, the Company employs eight (8) senior managers, the positions and CVs of whom are
listed below:
1) Dimitrios Bozas – Chief Financial Officer
He has served as Chief Financial Officer of MOTODYNAMICS S.A. since September 2017. He is a member of the Economic Chamber and
holds an A’ Class professional Economic & Tax Accountant license. He has been working in the field of Financial Services for over 20 years.
In the past, he has worked in various positions of responsibility in the financial departments of G-Systems S.A., Media Markt Hellas and
Mars Hellas and as Financial Director of the Company Carglass Greece. He is a graduate of the Department of Business Administration of
the University of Macedonia in Thessaloniki.
2) Efstathios Anagnou – Director of Information Technology
He has served as IT Director of MOTODYNAMICS S.A. since 2008. He has been working in the field of Information Technology for over
25 years. In the past, he has worked in the S&B Industrial minerals Group (2001-2008) where, as SAP Certified Consultant in Financial
Accounting, he held 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 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) Sophia Thomaidou – Director of Human resources
She has served as HR Director of MOTODYNAMICS S.A. since December 2019. She has been working in the human resources sector for
more than 25 years and has been a manager in large Greek and multinational organizations such as Schneider Electric, SC Johnson, NN
where she has been involved in design, the development and implementation of programs that increase employee engagement and support
organizations to maximize their Human Resources capabilities. She has a Bachelor in Sociology from the American College of Greece (Deree
College) and an MSc (Social Management of Organizations) from Lyon II University in France. She is a mentor in many organizations such
as Women on Top, 100 mentors, and Job Pairs and a certified instructor in Neuro-Language Programming (NLP) from the American Board
of NLP.
4) Maria Passia – Director of Corporate Affairs
She has served as Director of Corporate Affairs of MOTODYNAMICS S.A. 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 worked in various positions of responsibility for the Porsche
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brand. She was involved in the design, and implementation of loyalty programs for customers and employees, as well as in the development
of the press office aiming at strengthening the brand in Greece.
5) Ioannis Sokialis - Yamaha Division Director
He has served as Yamaha Division Director of MOTODYNAMICS S.A. since 2017. Since October 2021, he has been responsible for the
brand in Romania, Bulgaria, Albania and Moldova as well. He has been working at MOTODYNAMICS S.A. since 1997, having served as
Retail Manager and CEO of its subsidiary, Motodiktio SA (2011-2016), Land Product Division Director (2008-2010) and After Sales Support
Director (2002-2007). He studied Business Administration with specialization in Marketing at the Athens University of Economics and
Business, from which he obtained a Master in Business Administration (MBA) on a scholarship.
6) Nikolaos Sinogiannis - Porsche Division Director
He has served as Porsche Division Director since October 2021. He has been working at MOTODYNAMICS S.A. since the beginning of
2019, assuming the position of Director of Retail Sales and International activities, having under his responsibility the General Directorate
of the Group’s subsidiaries: Motodiktio S.A., Momodynamics S.R.L. and Motodynamics. He has over 15 years of experience, in important
positions in the motorcycle industry. He has studied mechanical engineering with MSc in Industrial Production Systems and an Executive
MBA degree from Athens University of Economics and Business.
7) George Leivaditis - Director of SIXT Division
He has served as Director of SIXT Division since October 2021. He has been working at Motodynamics S.A. since 2004, having undertaken
leading positions in the Yamaha and Motodiktio divisions. In 2019, following the acquisition of Lion Rental by Motodynamics, he switched
to Sixt’s vehicle leasing industry. He has a degree in Computer Science and a Master in Marketing from the Athens University of Economics
and Business.
8) Leonikos Mavrogenis – Director of Motodiktio Division
He has served as Division Director of Motodiktio SA since March 2021. He has been working in positions of responsibility in sales and
marketing departments for more than 20 years. He worked at Beiersdorf, Sales and Marketing. Then, for ten years at Essity, taking over
managerial positions in sales, marketing, commercial director & country manager of Greece and Cyprus. Recently, he worked for seven years
in OPAP, as Head of Sales and Marketing in the Greek Lottery. He is a graduate of ACG Deree in Marketing Management.
KPMG Certified Auditors S.A.
Address: Leof. Syggrou 44
P.C. 117 42, Athens, Greece
Telephone:+ 30 210 6062100
Fax: +30 210 6062111
Email: info@kpmg.gr
Independent Auditors’ Report
(Translated from the original in Greek)
To the Shareholders of
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A.
(distinctive title “MOTODYNAMICS S.A.”)
Report on the Audit of the Separate and Consolidated Financial Statements
Opinion
We have audited the accompanying Separate and Consolidated Financial Statements of
EMPORIKI EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A.
(distinctive title “MOTODYNAMICS S.A.”) (the “Company”), which comprise the Separate and
Consolidated Statement of Financial Position as at 31 December 2023 the Separate and
Consolidated Statements of Comprehensive Income, Changes in Equity and Cash Flows for
the year then ended, and notes, comprising material accounting policies and other
explanatory information.
In our opinion, the accompanying Separate and Consolidated Financial Statements present
fairly, in all material respects, the separate and consolidated financial position of EMPORIKI
EISAGOGIKI AFTOKINITON DITROHON kai MIHANON THALASSIS S.A. (distinctive title
“MOTODYNAMICS S.A.”) and its subsidiaries (the “Group”) as at 31 December 2023 and its
separate and consolidated financial performance and its separate and consolidated cash
flows for the year then ended, in accordance with International Financial Reporting Standards
as adopted by the European Union.
Basis of Opinion
We conducted our audit in accordance with International Standards on Auditing (ISA), as
incorporated in Greek legislation. Our responsibilities under those standards are further
described in the Auditors’ Responsibilities for the Audit of the Separate and Consolidated
Financial Statements section of our report. We are independent of the Company and the Group
in accordance with the International Ethics Standards Board for Accountants International
Code of Ethics for Professional Accountants, as incorporated in Greek legislation, and the
ethical requirements that are relevant to the audit of the separate and consolidated financial
statements in Greece and we have fulfilled our other ethical responsibilities 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 opinion.
Key Audit Matters
Key audit matters are those matters, that, in our professional judgment, were of most
significance in our audit of the Separate and Consolidated Financial Statements of the current
period. These matters and the relevant significant assessed risks of material misstatement
were addressed in the context of our audit of the Separate and Consolidated Financial
Statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Estimation of the Useful life and Residual Value of the vehicles (Consolidated Financial
Statements)
Notes 3, 4 and 18 of the Consolidated Financial Statements
Key Audit Matter
How the matter was addressed in our audit
The Group's property, plant and equipment
as at 31 December 2023 include vehicles
available for rental and operating lease
amounting to EUR 47,030 thousand, which
are valued at cost less accumulated
depreciation and impairment losses over the
lease period, taking into account, among
other things, the residual value of the
vehicles.
The estimated useful life of vehicles, in
accordance with IAS 16 ‘Property, Plant and
Equipment’, is based on actual historical data
and their estimated future use, and therefore
requires significant judgement to be
exercised by Management.
Vehicles are depreciated over their estimated
useful lives based on their estimated residual
values. These estimates are re-examined
taking into account market-related factors as
well as the cars’ age and use. Changes are
accounted for as a change in estimate of
future depreciation.
Due to the significance of the amount of the
vehicles and the degree of complexity and
subjectivity of the judgments used for the
calculation of the residual values and useful
lives, we consider the estimation of residual
Our audit procedures in this area included
among others:
Understanding of the vehicles management
process as planned and implemented by the
Group.
Understanding, evaluating and reviewing the
procedures and the approach used by the
Management with regard to the estimation of
the 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.
For a sample of vehicles sold during the year
under audit, sales price was compared against
residual value in order to assess the
reasonableness of residual values estimated
by the Management.
For a sample of vehicles we verified the data
used in the calculation of the depreciation rate.
Finally, we assessed the adequacy and
appropriateness of the disclosures contained
in the Consolidated Financial Statements.
value of vehicles and their useful life to be a
Key Audit Matter.
Impairment testing of goodwill (Consolidated Financial Statements) and investments in
subsidiaries (Separate Financial Statements)
Notes 3, 4, 5 and 19, of the Separate and Consolidated Financial Statements
Key Audit matter
How the matter was addressed in our audit
As of 31 December 2023, the Group has
recognised 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 2023, the
Company has recognised investments in
subsidiaries amounting to EUR 27,807
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
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 investing activities, depreciation
and amortisation, growth rate, as well as the
discount rate.
These estimates require significant
judgments made by Management and involve
a degree of uncertainty. We, therefore,
consider goodwill and investments in
Our audit procedures in this area included
among others:
1. We examined the management's evaluation
criteria and analysis regarding whether
there is indication of impairment for the
investments in subsidiaries.
2. For the subsidiaries for which respective
indications were identified, or for the CGUs
to which Goodwill was attributed, we
performed the following 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 investing activities,
depreciation and amortisation, 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
subsidiaries impairment tests to be a Key
Audit Matter.
The disclosures regarding the assumptions
and the method used for the
impairment/reversal of impairment calculation
are significant to the Separate and
Consolidated Financial Statements.
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.
Finally, we assessed the adequacy and
appropriateness of the disclosures contained
in the Separate and Consolidated Financial
Statements in relation to the above matters.
Other Information
The Board of Directors is responsible for the other information. The other information
comprises the information included in the Board of Directors’ Report, for which reference is
made in the “Report on Other Legal and Regulatory Requirements” and the Declarations of the
Members of the Board of Directors but does not include the Separate and Consolidated
Financial Statements and our Auditors’ Report thereon.
Our opinion on the Separate and Consolidated Financial Statements does not cover the other
information and we do not express any form of assurance conclusion thereon. In connection
with our audit of the Separate and Consolidated Financial Statements, our responsibility is to
read the other information and, in doing so, consider whether the other information is materially
inconsistent with the Separate and Consolidated Financial Statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors and Those Charged with Governance for the
Separate and Consolidated Financial Statements
The Board of Directors is responsible for the preparation and fair presentation of the Separate
and Consolidated Financial Statements in accordance with International Financial Reporting
Standards as adopted by the European Union, and for such internal control as the Board of
Directors determines is necessary to enable the preparation of separate and consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the Separate and Consolidated Financial Statements, the Board of Directors is
responsible for assessing the Company’s and the Group’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Directors either intends to liquidate the
Company and the Group or to cease operations, or has no realistic alternative but to do so.
The Audit Committee of the Company is responsible for overseeing the Company’s and the
Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Separate and Consolidated Financial
Statements
Our objectives are to obtain reasonable assurance about whether the Separate and
Consolidated Financial Statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs which have been incorporated in Greek legislation will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these Separate and
Consolidated Financial Statements.
As part of an audit in accordance with ISAs, which have been incorporated in Greek legislation,
we exercise professional judgment and maintain professional skepticism throughout the audit.
We also:
• Identify and assess the risks of material misstatement of the separate and consolidated
financial statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s and the Group’s internal
control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors’ use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the
Company’s and the Group’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors’ report to the
related disclosures in the Separate and Consolidated Financial Statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditors’ report. However, future events or
conditions may cause the Company or the Group to cease to continue as a going
concern.
• Evaluate the overall presentation, structure and content of the Separate and
Consolidated Financial Statements, including the disclosures, and whether the separate
and consolidated financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on these
Consolidated Financial Statements. We are responsible for the direction, supervision and
performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the Separate and Consolidated Financial
Statements of the current period and are therefore the key audit matters. We describe these
matters in our auditors’ report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1 Board of Directors’ Report
The Board of Directors is responsible for the preparation of the Board of Directors’ Report and
the Corporate Governance Statement that is 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 thereon. Our responsibility is to read the Board of Directors’ Report and, in doing so,
consider whether, based on our financial statements audit work, the information therein is
materially misstated or inconsistent with the financial statements or our audit knowledge.
Based solely on that work pursuant to the provisions of paragraph 5 of Article 2 of
Law 4336/2015 (part B), we note that:
(a) The Board of Directors’ Report includes a Corporate Governance Statement which
provides the information set by Article 152 of L. 4548/2018.
(b) In our opinion, the Board of Directors’ Report has been prepared in accordance with the
applicable legal requirements of Articles 150 and 153 of paragraph 1 (cases c and d) of
article 152 of L. 4548/2018 and its contents correspond with the accompanying Separate
and Consolidated Financial Statements for the year ended 31 December 2023.
(c) Based on the knowledge acquired during our audit, relating to EMPORIKI EISAGOGIKI
AFTOKINITON DITROHON kai MIHANON THALASSIS S.A. (distinctive title
“MOTODYNAMICS S.A.”) and its environment, we have not identified any material
misstatements in the Board of Directors’ Report.
2 Additional Report to the Audit Committee
Our audit opinion on the Separate and Consolidated Financial Statements is consistent with
the Additional Report to the Audit Committee of the Company dated 20 March 2024, pursuant
to the requirements of article 11 of the Regulation 537/2014 of the European Union (EU).
3 Provision of non-Audit Services
We have not provided to the Company and its subsidiaries any prohibited non-audit services
referred to in article 5 of Regulation (EU) 537/2014.
The permissible non-audit services that we have provided to the Company and its subsidiaries
during the year ended 31 December 2023 are disclosed in Note 37 of the accompanying
Separate and Consolidated Financial Statements.
4 Appointment of Auditor
We were appointed for the first time as Certified Auditors of the Company based on the
decision of the Annual General Shareholders’ Meeting dated 16 June 2022. From then
onwards our appointment has been renewed uninterruptedly for a total period of one (1) year
based on the annual decisions of the General Shareholders’ Meeting.
5 Operations Regulation
The Company has an Operations Regulation in accordance with the content provided by the
provisions of the article 14 of Law 4706/2020.
6 Assurance Report on the European Single Electronic Reporting Format
We examined the digital files of the company EMPORIKI EISAGOGIKI AFTOKINITON
DITROHON kai MIHANON THALASSIS S.A. (distinctive title “MOTODYNAMICS S.A.”), which
were prepared in accordance with the European Single Electronic Format (ESEF) that is
determined by the Commission Delegated Regulation (EU) 2019/815, as amended by the
Regulation (EU) 2020/1989 (the ESEF Regulation) that include the separate and consolidated
financial statements of the Company and the Group for the year ended as at 31 December
2023 in XHTML format 213800PO787VGL2S3704-2023-12-31-el.xtml, and also the file XBRL
213800PO787VGL2S3704-2023-12-31-el.zip with the appropriate mark up of the those
consolidated financial statements, including the Notes to the Consolidated Financial
Statements.
Regulatory framework
The digital files of the European Single Electronic Format are prepared in accordance with the
ESEF Regulation and the 2020/C 379/01 Commission Interpretative Communication issued on
10 November 2020, as required by the L. 3556/2007 and the relevant announcements of the
Hellenic Capital Markets Commission and the Athens Stock Exchange (the “ESEF Regulatory
Framework”).
This Framework includes in summary, among others, the following requirements:
• All the annual financial reports must be prepared in XHTML format.
• With respects to the consolidated financial statements based on International Financial
Reporting Standards (IFRS), the financial information that is included in the Statement of
Comprehensive Income, the Statement of Financial Position, the Statement of Changes
in Equity and the Statement of Cash Flows, as well as in the Notes to the consolidated
financial statements, must be marked up with XBRL tags, in accordance with the ESEF
Taxonomy, as in force. The technical requirements for the ESEF, including the relevant
taxonomy, are included in the ESEF Regulatory Technical Standards.
• The requirements as defined in the ESEF Regulatory Framework as in force are
appropriate criteria in order to express a reasonable assurance conclusion.
Responsibilities of the Board of Directors and those charged with governance
The Board of Directors is responsible for the preparation and filing of the separate and
consolidated financial statements of the Company and the Group, for the year ended as at
31 December 2023, in accordance with the requirements determined by the ESEF Regulatory
Framework, and for such internal control as the Board of Directors determines is necessary to
enable the preparation of digital files that are free from material misstatement, whether due to
fraud or error.
Auditors’ Responsibilities
Our responsibility is the planning and the execution of this assurance engagement in
accordance with the 214/4/11-02-2022 Decision of the Hellenic Accounting and Auditing
Standards Oversight Board and the Guidelines for the assurance engagement and report of
Certified Auditors on the European Single Electronic Reporting Format (ESEF) of issuers with
shares listed in a regulated market in Greece”, as these were issued by the Institute of Certified
Public Accountants of Greece on 14/02/2022 (the “ESEF Guidelines”), in order to obtain
reasonable assurance that the separate and consolidated financial statements of the Company
and the Group that are prepared by the Board of Directors of the Company in accordance with
the ESEF comply in all material respects with the ESEF Regulatory Framework as in force.
Our work was performed in accordance with the International Ethics Standards Board for
Accountants’ Code of Ethics for Professional Accountants, as it has been incorporated into
Greek legislation and we have also fulfilled our independence requirements, in accordance with
the L. 4449/2017 and the Regulation (EU) 537/2014.
The assurance work that we carried out refers exclusively to the ESEF Guidelines and was
conducted in accordance with the International Standard on Assurance Engagements 3000,
“Assurance Engagements other than Audits or Reviews of Historical Financial Information”.
Reasonable assurance is a high level of assurance, but is not a guarantee that such an
assurance engagement will always detect a material misstatement regarding non-compliance
with the requirements of the ESEF Regulation.
Conclusion
Based on the procedures performed and the evidence obtained, we express the conclusion
that the separate and consolidated financial statements of the Company and the Group for the
year ended as of 31 December 2023 in XHTML format 213800PO787VGL2S3704-2023-12-31-
el.xtml, and the XBRL file 213800PO787VGL2S3704-2023-12-31-el.zip marked up with
respects to the consolidated financial statements, including the Notes to the consolidated
financial statements, have been prepared, in all material respects, in accordance with the
requirements of the ESEF Regulatory Framework.
Athens, 20 March 2024
KPMG Certified Auditors S.A.
AM SOEL 114
Vassilios Kaminaris, Certified Auditor Accountant
AM SOEL 20411
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
ANNUAL CORPORATE & CONSOLIDATED FINANCIAL STATEMENTS AS OF THE 31
ST
OF DECEMBER 2023
IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS,
as these have been adopted by the European Union
43
STATEMENT OF COMPREHENSIVE INCOME FOR THE FISCAL YEAR ENDED ON THE 31st OF
DECEMBER 2023
(Amounts in EUR)
GROUP
COMPANY
Not.
1.1 - 31.12.2023
1.1 - 31.12.2022
1.1 - 31.12.2023
1.1 - 31.12.2022
Sales
6
169.970.688.77
132.045.524.50
110.566.974.19
82.003.472.66
Cost of Sales
7
(130.945.015.12)
(98.418.241.77)
(89.641.140.88)
(66.421.684.40)
Gross Profit Margin
39.025.673.65
33.627.282.73
20.925.833.31
15.581.788.26
Other revenue
10
130.644.66
252.866.08
159.960.53
1.325.173.26
Management Expenses
8
(5.336.550.55)
(5.246.634.10)
(3.810.203.56)
(3.897.274.53)
Distribution Costs
9
(16.009.713.04)
(12.701.503.11)
(9.730.688.85)
(7.420.752.90)
Other Expenses
11
(141.632.14)
(472.780.94)
(70.691.90)
(197.971.78)
Operating Profits
17.668.422.57
15.459.230.65
7.474.209.53
5.390.962.31
Dividend from subsidiaries
12
-
-
1.738.999.98
400.000.00
Financial revenues
26.737.36
1.411.02
3.913.30
993.34
Financial expenses
13
(2.348.815.69)
(1.223.148.79)
(366.605.87)
(209.668.33)
Profits before taxes
15.346.344.24
14.237.492.88
8.850.516.94
5.582.287.32
Income tax
14
(3.831.382.86)
(3.739.638.94)
(1.931.649.74)
(1.261.692.95)
Profit/Loss after taxes
11.514.961.39
10.497.853.94
6.918.867.20
4.320.594.37
Allocated to:
Owners of the parent company
11.788.844.39
9.201.273.59
6.918.867.20
4.320.594.37
Non-controlling interests
5
(273.883.00)
1.296.580.36
-
-
Profit/Loss after taxes
11.514.961.39
10.497.853.94
6.918.867.20
4.320.594.37
OTHER TOTAL REVENUE
Items that will not be subsequently
classified in the Statement of
Comprehensive Income
Actuarial Gains/Losses
31
(34.276.62)
87.190.68
(25.092.09)
75.335.39
Deferred taxes
14
7.540.86
(19.181.95)
5.520.26
(16.573.79)
Items that may be later classified in
the Statement of comprehensive
income
Other total income/losses for the period
(14.814.85)
(2.233.72)
-
-
Other total income/losses for the
period after taxes
(41.550.61)
65.775.01
(19.571.83)
58.761.60
Cumulative Total Income/losses after
taxes
11.473.410.77
10.563.628.95
6.899.295.37
4.379.355.98
Allocated to:
Owners of the parent company
11.747.293.77
9.265.935.26
6.899.295.37
4.379.355.98
Non-controlling interests
(273.883.00)
1.297.693.68
-
-
Cumulative Total Income/losses after
taxes
11.473.410.77
10.563.628.95
6.899.295.37
4.379.355.98
Profit/loss after taxes per share –
basic (in EUR)
17
0.3944
0.3090
0.2315
0.1451
Impaired profit/loss per share (in
EUR)
17
0.3936
0.3075
0.2310
0.1444
The accompanying notes on pages 48-95 form an integral part of the Financial Statements.
44
FINANCIAL POSITION STATEMENT
as of the 31st of December 2023
(Amounts in EUR)
GROUP
COMPANY
Not.
31 December
2023
31 December
2022
31 December
2023
31 December
2022
ASSETS
Tangible fixed assets
18
55.679.137.48
46.759.656.42
7.634.554.90
4.468.191.87
Goodwill
19
2.134.759.69
2.134.759.69
-
-
Intangible Assets
21
786.224.99
592.898.63
596.990.51
391.896.80
Rights of use of assets
20
6.344.516.61
7.160.762.28
4.466.358.80
4.663.735.05
Deferred tax assets
14
2.571.059.61
3.655.104.82
609.175.09
615.140.25
Investments in subsidiaries
5
-
-
27.807.291.66
19.984.291.66
Receivable Options
-
210.034.00
-
210.034.00
Other Non-Current Assets
39
1.165.550.78
962.036.24
427.500.63
415.968.47
Non-Current Assets
68.681.249.16
61.475.252.07
41.541.871.59
30.749.258.10
Current Assets
Stock
22
22.643.255.03
14.429.223.74
16.471.697.26
10.223.799.12
Trade Receivables
23
8.747.523.90
8.616.294.77
2.581.481.55
1.616.848.25
Receivables from subsidiaries
40
-
-
4.296.889.30
1.625.879.81
Other Receivables/ Assets
24
1.017.944.85
828.901.56
851.238.78
715.786.70
Expenses of subsequent years
25
843.575.28
1.871.302.76
366.902.91
406.538.86
Treasury and equivalents (Cash and Cash
Equivalents)
26
2.536.850.64
6.428.036.04
42.285.66
4.068.005.11
Current Assets
35.789.149.70
32.173.758.88
24.610.495.46
18.656.857.85
Total Assets
104.470.398.86
93.649.010.95
66.152.367.05
49.406.115.95
EQUITY AND LIABILITIES
Equity
Share Capital
28
10.854.000.00
10.530.000.00
10.854.000.00
10.530.000.00
Share Premium
28
9.744.463.31
9.042.787.31
9.744.463.31
9.042.787.31
Reserves
29
2.546.984.08
1.896.979.92
1.762.377.61
1.436.006.08
Reserve for the allocation of bonus shares to
members of the management
29
584.071.00
1.186.727.43
573.222.76
1.186.727.43
Treasury Shares
29
(911.700.37)
(132.389.81)
(911.700.37)
(132.389.81)
Exchange rate differences from subsidiaries’
valuation
(384.217.26)
(369.402.42)
-
-
Retained Earnings
10.917.233.68
6.638.418.45
7.629.457.58
3.693.471.29
Equity allocated to owners of the parent
company
33.350.834.43
28.793.120.87
29.651.820.89
25.756.602.30
Non-controlling interests
-
4.077.661.74
-
-
Total Equity
33.350.834.43
32.870.782.61
29.651.820.89
25.756.602.30
Non-Current Liabilities
Long-term Loans
33
21.440.000.00
15.444.155.30
-
-
Provision for staff compensation
31
318.854.46
231.911.19
210.238.28
152.137.52
Other Non-Current Liabilities
487.609.69
399.728.16
30.565.00
18.725.00
Options Liabilities
-
166.855.00
-
166.855.00
Non-Current Lease Liabilities
20
5.032.690.56
5.830.354.00
3.929.662.92
4.139.307.62
Total Non-Current Liabilities
27.279.154.71
22.073.003.66
4.170.466.20
4.477.025.14
Current Liabilities
Trade Liabilities
32
24.767.863.15
16.691.921.12
18.115.612.53
12.477.891.79
Contract Liabilities
35
3.879.118.41
4.415.926.51
3.194.810.91
2.978.497.73
Short-term Loans
33
7.395.492.82
10.000.000.00
6.395.492.82
-
Income taxes payable
14
1.836.346.71
890.021.88
1.419.790.94
436.780.32
Current Lease Liabilities payable in the next
year
20
1.436.003.56
1.748.709.90
835.788.17
724.283.17
Other current Liabilities
34
4.525.585.07
4.958.645.27
2.368.584.59
2.555.035.50
Total Current Liabilities
43.840.409.72
38.705.224.69
32.330.079.96
19.172.488.51
Total liabilities
71.119.564.43
60.778.228.34
36.500.546.16
23.649.513.65
Total Equity and Liabilities
104.470.398.86
93.649.010.95
66.152.367.05
49.406.115.95
The accompanying notes on pages 48-95 form an integral part of the Financial Statements.
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
ANNUAL CORPORATE & CONSOLIDATED FINANCIAL STATEMENTS AS OF THE 31
ST
OF DECEMBER 2022
IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS,
as these have been adopted by the European Union
45
STATEMENT ON CHANGES IN GROUP EQUITY FOR THE FISCAL YEAR ENDED ON THE 31st OF DECEMBER 2023
(Amounts in EUR)
Share Capital
Share
Premium
Reserves
Exchange rate
differences from
subsidiaries’
valuation
Reserve for the
allocation of
bonus shares to
members of the
management
Treasury
Shares
Retained
Earnings
Total
Non-
controlling
interests
Total Equity
Total Equity upon commencement of the
fiscal year on the 1st of January 2022
10.530.000.00
9.042.787.31
1.226.287.87
(367.168.70)
844.727.43
(59.540.90)
(809.352.85)
20.407.740.16
2.779.968.05
23.187.708.21
Transfer to Reserves
-
-
603.796.65
-
-
-
(606.446.73)
(2.650.08)
-
(2.650.08)
Reserve for allocation of shares to management
members (note 29)
-
-
-
-
342.000.00
-
-
342.000.00
-
342.000.00
Dividends (note 30)
-
-
-
-
-
-
(1.170.000.00)
(1.170.000.00)
-
(1.170.000.00)
Purchase/Cancellation of Equity Shares
-
-
-
-
-
(72.848.91)
22.944.46
(49.904.45)
-
(49.904.45)
Transactions with owners of the parent
company
-
-
603.796.65
-
342.000.00
(72.848.91)
(1.753.502.27)
(880.554.53)
-
(880.554.53)
Results of the period (1/1 – 31/12/2022)
-
-
-
-
-
-
9.201.273.59
9.201.273.59
1.296.580.36
10.497.853.94
Other total income after tax:
Other total revenue/(loss)
-
-
66.895.40
(2.233.72)
-
-
-
64.661.68
1.113.33
65.775.01
Cumulative total Revenue/ (loss)
-
-
66.895.40
(2.233.72)
-
-
9.201.273.59
9.265.935.26
1.297.693.68
10.563.628.95
Total Equity at the end of the period on 31.
December 2022
10.530.000.00
9.042.787.31
1.896.979.92
(369.402.42)
1.186.727.43
(132.389.81)
6.638.418.45
28.793.120.87
4.077.661.74
32.870.782.61
Total Equity upon commencement of the
fiscal year on the 1st of January 2023
10.530.000.00
9.042.787.31
1.896.979.92
(369.402.42)
1.186.727.43
(132.389.81)
6.638.418.45
28.793.120.87
4.077.661.74
32.870.782.61
Share Capital Increase (note 27)
324.000.00
702.000.00
-
-
(1.026.000.00)
-
-
-
-
-
Transfer to Reserves
-
-
676.739.92
-
-
-
(676.739.92)
-
-
-
Reserve for allocation of shares to management
members (note 29)
-
-
-
-
423.343.57
-
-
423.343.57
-
423.343.57
Dividends (note 30)
-
-
-
-
-
-
(2.632.500.00)
(2.632.500.00)
(300.130.43)
(2.932.630.43)
Acquisition of a Subsiadiary
-
-
-
-
-
-
(4.196.351.69)
(4.196.351.69)
(3.503.648.31)
(7.700.000.00)
Purchase/Cancellation of Equity Shares
-
(324.00)
-
-
-
(779.310.56)
(4.437.54)
(784.072.10)
-
(784.072.10)
Transactions with owners of the parent
company
324.000.00
701.676.00
676.739.92
-
(602.656.43)
(779.310.56)
(7.510.029.15)
(7.189.580.22)
(3.803.778.74)
(10.993.358.96)
Results of the period (1/1 – 31/12/2023)
-
-
-
-
-
-
11.788.844.39
11.788.844.39
(273.883.00)
11.514.961.39
Other total income after tax:
Other total revenue/(loss)
-
-
(26.735.76)
(14.814.85)
-
-
-
(41.550.61)
-
(41.550.61)
Cumulative total Revenue/ (loss)
-
-
(26.735.76)
(14.814.85)
-
-
11.788.844.39
11.747.293.77
(273.883.00)
11.473.410.77
Total Equity at the end of the period on 31.
December 2023
10.854.000.00
9.744.463.31
2.546.984.08
(384.217.26)
584.071.00
(911.700.37)
10.917.233.68
33.350.834.43
-
33.350.834.43
The accompanying notes on pages 48-95 form an integral part of the Financial Statements.
46
STATEMENT ON CHANGES IN THE COMPANY’S EQUITY FOR THE FISCAL YEAR ENDED ON THE 31st OF DECEMBER 2023
(Amounts in EUR)
Share Capital
Share Premium
Reserves
Reserve for the
allocation of bonus
shares to members of
the management
Treasury
Shares
Retained Earnings
Total
Total Equity upon commencement of the fiscal year on the
1st of January 2022
10.530.000.00
9.042.787.31
1.161.214.77
844.727.43
(59.540.90)
735.962.17
22.255.150.78
Transfer to Reserves
-
-
216.029.72
-
-
(216.029.72)
-
Reserve for allocation of shares to management members (note
29)
-
-
-
342.000.00
-
-
342.000.00
Dividends (note 30)
-
-
-
-
-
(1.170.000.00)
(1.170.000.00)
Purchase/Cancellation of Equity Shares
-
-
-
-
(72.848.91)
22.944.46
(49.904.45)
Transactions with owners of the parent company
-
-
216.029.72
342.000.00
(72.848.91)
(1.363.085.26)
(877.904.45)
Results of the period (1/1 – 31/12/2022)
-
-
-
-
-
4.320.594.37
4.320.594.37
Other total income after tax:
Other total revenue/(loss)
-
-
58.761.60
-
-
-
58.761.60
Cumulative total Revenue/ (loss)
-
-
58.761.60
-
-
4.320.594.37
4.379.355.98
Total Equity at the end of the period on 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
Total Equity upon commencement of the fiscal year on the
1st of January 2023
10.530.000.00
9.042.787.31
1.436.006.09
1.186.727.43
(132.389.81)
3.693.471.29
25.756.602.31
Share capital Increase
324.000.00
702.000.00
-
(1.026.000.00)
-
-
-
Transfer to Reserves
-
-
345.943.36
-
-
(345.943.36)
-
Reserve for allocation of shares to management members (note
29)
-
-
-
412.495.32
-
-
412.495.32
Dividends (note 30)
-
-
-
-
-
(2.632.500.00)
(2.632.500.00)
Purchase/Cancellation of Equity Shares
(324.00)
-
-
(779.310.56)
(4.437.54)
(784.072.10)
Transactions with owners of the parent company
324.000.00
701.676.00
345.943.36
(613.504.68)
(779.310.56)
(2.982.880.90)
(3.004.076.78)
Results of the period (1/1 – 31/12/2023)
-
-
-
-
-
6.918.867.20
6.918.867.20
Other total income after tax:
Other total revenue/(loss)
-
-
(19.571.83)
-
-
-
(19.571.83)
Cumulative total Revenue/ (loss)
-
-
(19.571.83)
-
-
6.918.867.20
6.899.295.37
Total Equity at the end of the period on 31. December 2023
10.854.000.00
9.744.463.31
1.762.377.61
573.222.75
(911.700.37)
7.629.457.58
29.651.820.88
The accompanying notes on pages 48-95 form an integral part of the Financial Statements.
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
47
STATEMENT ON CASH FLOWS FOR THE PERIOD FROM THE 1st OF JANUARY TO THE 31st OF DECEMBER
2023
Indirect Method
GROUP
COMPANY
Not.
31 December
2023
31 December
2022
31 December
2023
31 December
2022
Operational Activities
Profit/Loss for the period after taxes
11.514.961.39
10.497.853.94
6.918.867.20
4.320.594.37
Plus/minus adjustments for
Depreciation/Amortization
16
11.408.293.41
9.489.165.49
2.137.828.69
1.696.824.09
Provision for staff compensation
31
124.959.34
186.612.98
48.092.00
107.968.08
Provision for bad debts
23
95.464.74
1.278.94
57.888.43
192.083.27
Provision for slow moving stocks
22
(129.164.88)
4.389.05
(138.328.04)
38.709.87
Provision for allocation of shares to management members
27
423.343.57
342.000.00
412.495.33
342.000.00
Exchange differences
26.256.57
10.168.24
551.88
1.056.87
Impairment of fixed assets
225.816.58
115.615.65
-
75.842.18
Income from reversal of impairment of holdings
-
-
-
(1.140.000.00)
Results (income, expenses, profits and losses) of investment activity
148.076.24
(919.303.32)
(1.598.522.20)
(655.876.56)
Interest Income
(26.737.36)
(1.411.02)
(3.913.30)
(993.34)
Debit Interest and related expenses
13
2.348.815.69
1.489.722.55
366.605.87
208.611.46
Income tax
3.831.382.86
3.739.638.94
1.931.649.74
1.261.692.95
Plus/minus adjustments for changes in working capital accounts
or related to operational activities
Decrease / (increase) in:
Stock
22
(8.084.866.41)
(6.926.055.24)
(6.109.570.10)
(4.924.324.73)
Change of fleet of vehicles
(16.566.899.30)
(21.308.166.14)
(2.163.365.98)
(604.022.46)
Non-Current Assets/ Receivables
(203.514.54)
(43.403.77)
(11.532.16)
(25.623.28)
Trade Receivables
23
(226.693.86)
(6.104.014.77)
(3.693.531.22)
1.008.970.76
Other Current Assets/ Receivables
24
838.684.20
995.065.25
(95.816.13)
(154.618.17)
(Decrease) / Increase in liabilities (excluding banks):
Non-Current Liabilities
87.881.52
74.182.34
11.840.00
5.725.00
Trade Liabilities
32
7.539.133.93
2.137.030.78
5.854.033.92
4.245.182.14
Other Current Liabilities
34
(587.721.92)
3.704.234.01
(177.062.92)
(249.914.47)
Minus:
Debit Interest and related expenses paid
(2.348.815.69)
(1.489.722.55)
(366.605.87)
(208.611.46)
Paid taxes
(1.655.319.52)
(948.122.71)
(922.332.22)
(804.033.18)
Realised exchange differences
(26.256.57)
(5.182.09)
(551.88)
(1.056.87)
Realised depreciation of goods
(97.298.78)
-
(97.298.78)
-
Payment of compensation to staff
31
(72.291.65)
(162.867.11)
(15.083.33)
(96.434.83)
Total inflows from operational activities (a)
8.587.489.54
(5.121.290.59)
2.346.338.93
4.639.751.69
Investment activities
Acquisition of subsidiaries, affiliates, joint ventures and other
investments
(7.700.000.00)
-
(7.700.000.00)
-
Receipts of dividends of subsidiaries
-
-
1.738.999.98
400.000.00
Purchase of tangible and intangible fixed assets
(2.662.021.59)
(952.176.58)
(2.496.154.68)
(539.689.83)
Proceeds from sales of tangible and intangible fixed assets
2.175.04
-
2.175.04
-
Interest received
26.737.36
1.411.02
3.913.30
993.34
Increase/decrease of the share capital of subsidiaries
-
-
(123.000.00)
(1.260.973.34)
Total outflows from investment activities (b)
(10.333.109.19)
(950.765.56)
(8.574.066.36)
(1.399.669.83)
Financing Activities
Purchase of Equity Shares
(779.310.56)
(72.848.91)
(779.310.56)
(72.848.91)
Proceeds from loans granted/ assumed
33
43.391.337.52
13.500.000.00
6.395.492.82
-
Repayment of loans
33
(40.000.000.00)
(5.500.000.00)
-
-
Payment of lease capital
(1.824.962.30)
(1.390.091.95)
(781.674.28)
(603.845.72)
Payment of dividends
30
(2.932.630.43)
(1.170.000.00)
(2.632.500.00)
(1.170.000.00)
-Total inflows / (outflows) from financing activities (c)
(2.145.565.77)
5.367.059.14
2.202.007.98
(1.846.694.63)
Net increase / (decrease) in treasury (cash) and cash equivalents
of the period equivalents (a) + (b) + (c)
(3.891.185.41)
(704.997.01)
(4.025.719.45)
1.393.387.23
Treasury and equivalents (Cash and Cash Equivalents) at the
start of the period
6.428.036.04
7.133.033.05
4.068.005.11
2.674.617.88
Treasury and equivalents (Cash and Cash Equivalents) at the end
of the period
2.536.850.64
6.428.036.04
42.285.66
4.068.005.11
The accompanying notes on pages 48-95 form an integral part of the Financial Statements.
48
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
NOTES ON THE ANNUAL FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The Group of Companies “Cars Motorcycles and Marine Engine Trade and Import Company S.A.” with d.t. “Motodynamics S.A.”
(hereinafter “the Group”) is a Greek group of companies that is mainly active in the import, representation, distribution and trade of
cars, motorcycles and marine products (outboard engines, inflatable boats and sea jets), spare parts and lubricants. The parent
Company MOTODYNAMICS S.A. (“Company” or “Motodynamics” or “Parent Company”) was founded in Greece in 1992 with an
initial term of 25 years and according to the decision of the General Assembly dated 05/06/2015, its term was extended until 2040.
The Group through contracts concluded with Yamaha Motor Europe N.V. (subsidiary of Yamaha Motor Co., with registered seat in
Japan) has the right to exclusive distribution of Yamaha Motor Co. products in Greece, Romania, Bulgaria, Albania and Moldova, as
well as of products of its affiliated companies. These contracts, concerning all countries, have been renewed and are now extended
until the 31st of December 2026.
The Group operates both in the area of short-term rental (Rent a Car) and in the area of long-term rental (long term Rental).
In April 2011, the Company completed the cooperation agreement and signed the relevant contracts for the exclusive distribution of
the products of Porsche AG in Greece.
As of the 30th of November 2018, the Company holds a share in Lion Rental S.A., a car rental company, which represents the
German company “Sixt GmbH” in Greece. On the 25th of May2023, the Company became the sole shareholder of Lion Rental
S.A. acquiring the remaining 19,5% of its share capital from the minority shareholder.
Since June 2005, the Company’s shares have been traded on the Athens Stock Exchange. Since 05/10/2020 the Company has its
registered seat in the Municipality of Maroussi, at the address: Germanikis Scholis str., 10, P.C. 15123. The Company has three
branches, two in the Prefecture of Attica and one in the Prefecture of Thessaloniki (in leased properties).
The attached Consolidated Annual Financial Statements include the Annual Financial Statements of Motodynamics and its
subsidiaries, whose activity is described in Note 5.
The number of staff employed at the end of the fiscal year amounts to 124 individuals for the parent company and 343 individuals
for the Group, while in the corresponding previous year, there were 96 employed individuals for the parent company and 292
employed individuals for the Group.
2. BASIS OF PRESENTATION OF THE CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
2.1. TRAINING FRAMEWORK
The Corporate and Consolidated Financial Statements (hereinafter referred to as the “Financial Statements”) are prepared on the basis
of International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), as well as
their interpretations, issued by the Financial Reporting Standards Interpretation Committee (I.F.R.I.C.), subject to the IASB, and
adopted by the European Union until 31.12.2023. The Financial Statements have been prepared on the basis of the historical principle,
except for the derivative financial instruments, which are measured at fair values.
The preparation of financial statements in accordance with the IFRS requires the use of accounting estimates and management
judgments in the application of accounting principles. Important assumptions from the Management for the application of the
accounting methods of the company have been highlighted where it is deemed appropriate.
The presentation currency is the EUR (currency of the country, in which the parent company has its registered seat) and all amounts
are shown in EUR, unless otherwise specified.
The Financial Statements for the year ended on the 31st of December 2023 were approved by the Company’s Board of Directors at
its meeting on the 20th of March 2024. It should be noted that the attached Financial Statements are subject to the approval of the
Ordinary General Assembly of the Shareholders.
Going Concern
The Corporate and Consolidated Financial Statements as of the 31st of December 2023, have been prepared on the basis of the
ongoing concern principle. For the implementation of this principle, the Group takes into account the current economic developments
as well as the risks arising from the financial and business environment in which it operates.
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
49
2.2 CHANGES IN ACCOUNTING POLICIES AND NOTIFICATIONS
2.2.1 New and revised International Financial Reporting Standards (“IFRSs”) and Interpretations, Revisions and
Amendments to existing Standards that have entered into force and have been adopted by the European Union
New Standards, Interpretations, Revisions and Amendments to existing Standards that have been in force and adopted by
the European Union
From the 1st of January 2023, the Group adopted all changes to IFRS relating to its operations, as adopted by the European Union
(“EU”). This adoption has not had any significant impact on the Group’s financial statements.
The following new Standards, Interpretations and amendments of Standards have been issued by the International Accounting
Standards Board (IASB), have been adopted by the European Union and their implementation is mandatory from 01/01/2023
onwards.
IAS 1 “Presentation of Financial statements” and Practice Statement IFRS 2: “Disclosure of Accounting Policies
(Amendments)”
In February 2021, the IASB issued amendments to the disclosures of accounting policies. The amendments aim to improve disclosure
of accounting policies to provide more useful information to investors and other users of financial statements. In particular, these
amendments require disclosure of essential accounting policy information against the requirement to disclose important accounting
policies.
Based on the revised concept of material accounting policy as issued by IASB in October 2018, the accounting policy information is
material if, when examined together with other information included in the entity’s financial statements, it can reasonably be expected
that they will affect the decisions taken by the main users of the general-purpose financial statements on the basis of those financial
statements.
In addition, the Practice Statement IFRS 2 provides guidance and relevant examples for the application of the materiality concept
when applied to accounting policy disclosures.
IAS 8 (Amendments) “Accounting policies, changes in accounting estimates and errors: Definition of accounting estimates”
In February 2021, the IASB issued amendments specifying how an entity should distinguish between changes in accounting estimates
and changes in accounting policy. The amendments introduce a new definition of accounting estimates whereby the accounting
estimates are monetary amounts included in the financial statements and are subject to measurement uncertainty.
IAS 12 (Amendments) “Deferred tax relating to assets and liabilities arising from a single transaction”
In May 2021, the IASB has issued amendments to IAS 12 in order to determine how entities should handle deferred tax resulting
from transactions such as leases and de-commitments – transactions for which entities recognize both an asset/receivable and a
liability. In specific cases, entities are exempt from the recognition of deferred tax when they recognize assets/receivables or liabilities
for the first time. The amendments clarify that this exemption does not apply and that entities are required to recognize deferred tax
in these transactions.
New Standards, Interpretations and Amendments to existing Standards that have not yet entered into force and have not
been adopted by the European Union
The following New IFRS, Revisions to IFRS and Interpretations have been issued by the International Accounting Standards Board
(“IASB”) but have not entered into force for annual periods starting on the 1st of January 2023. Those related to the Group’s activities
are presented below. The Group does not intend to adopt the following New IFRS, Revisions to IFRS and Interpretations prior to
their effective date.
IAS 1 (Amendment) “Classification of liabilities as current or non-current” (applies to annual accounting periods starting on
or after the 1st of January 2024)
In January 2020, the IASB issued amendments to IAS 1 that affect the requirements for the presentation of liabilities. In particular,
the amendments clarify one of the criteria for classifying a liability as non-current, the requirement for an entity to have the right to
defer the settlement of the liability for at least 12 months after the reporting period. The amendments include, inter alia, clarification
that an entity’s right to defer settlement should exist on the reporting date and clarification that the classification of the liability is not
affected by the management’s intentions or expectations regarding the exercise of the right to defer settlement. In addition, in July
2020, the IASB issued an amendment to clarify the classification of debt obligations that have financial clauses, and which provides
for a deferral for one year of the date of entry into force of the originally adopted amendment to IAS 1. The effect of the relevant
interpretation on the financial statements of the Company and the Group is not expected to be substantial.
IAS 12 (Amendment) “Global minimum top-up tax”
In May 2023, the IASB issued amendments to IAS 12 in order to provide entities with a temporary mandatory exemption regarding
the accounting of the deferred taxation related to the global minimum top-up tax and to require new disclosures. This exemption shall
enter into force immediately and shall apply retroactively in accordance with the requirements of IAS 8 Accounting policies, changes
in accounting estimates and errors. The new disclosures, other than those related to the exemption, shall apply from the 31st of
December 2023. No disclosures are required in interim periods ending on or before the 31st of December 2023. The effect of the
relevant interpretation on the financial statements of the Company and the Group is not expected to be substantial.
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
50
IAS 7 (Amendment) “Statement of cash flows” and IFRS 7 (Amendment) “Financial instruments: Disclosures” (applicable
to annual accounting periods starting on or after the 1st of January 2024)
In May 2023, the IASB issued amendments to IAS 7 and IFRS 7 concerning additional disclosures that entities should provide for
the financial arrangements of their suppliers’ balances. This amendment has not yet been adopted by the European Union. The effect
of the relevant interpretation on the financial statements of the Company and the Group is not expected to be substantial.
IAS 21 (Amendment) “The effects of changes in foreign exchange rates: Lack of Exchangeability” (applicable to annual
accounting periods starting on or after the 1st of January 2025)
In August 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 21 “The effects of changes in
Foreign Exchange rates” requiring entities to provide more useful information in their financial statements when a currency cannot
be exchanged for another currency. The amendments include the introduction of the definition of the exchangeability of a currency
and provide guidance on how an entity should calculate the spot rate in cases where the currency is not exchangeable. In addition,
they require additional disclosures in cases where an entity has calculated a spot rate due to lack of exchangeability. This amendment
has not yet been adopted by the European Union. The effect of the relevant interpretation on the financial statements of the Company
and the Group is not expected to be substantial.
3. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in accordance with IFRS requires that the Management makes estimates, assumptions and
valuation judgments that affect the balances of the assets and liabilities accounts, the disclosure of contingent statements as well as
the revenues and expenses presented in the years in question. These estimates, assumptions and judgments are reviewed periodically
to be up to date and reflect the relevant current risks and are based on the prior experience of the Management in relation to the
level/volume of related transactions or events. The actual results may differ from these estimates. The most important assessments
and valuation judgments that refer to data whose development could affect the items reported in the financial statements over the
next 12 months are listed below:
• Provision for Income Tax: The provision for income tax based on IAS 12 shall be calculated by estimating the taxes to be
paid to tax authorities and includes the current income tax for each fiscal year and a provision for additional taxes likely to
arise in tax audits. The final liquidation of income taxes is likely to deviate from the relevant amounts recorded in the
financial statements.
• Recoverability of Assets: The Group applies the simplified approach of IFRS 9 to calculate expected credit losses, in
relation to assets/receivables from customers and other receivables, for the identification of which a table of chronological
analysis and percentages is used together with the use of historical data and reasonable provisions. When estimating the
expected impairment losses, the trade receivables have been evaluated on the basis of the category in which they belong,
common features of credit risk or/and industry or/and geographic location of customers.
• Recovery of Deferred Tax Assets: The recognition of deferred tax assets includes considerations and estimates regarding
their recoverability and in particular, the recognition of deferred tax assets on transferred tax losses requires the
Management to make estimates in relation to the future realization of sufficient tax profits that will make their recovery
possible and per tax regime in which the Company and its subsidiaries operate.
• Inventory: The inventory shall be valued at the lowest price between historical cost and net realizable value. For the
estimation of the net realizable value, the Management takes into account the selling price minus the selling costs.
• Provision for Staff Compensation: The liabilities for staff compensation shall be measured on the basis of actuarial
methods, the application of which require from the Management to assess specific parameters such as the future increase
in staff remuneration, the discount rate of such liabilities, the withdrawal rate of employees, etc. The Management shall
endeavor, on each reference date, when such a provision is revised, to assess in the best possible way these parameters.
• Contingent Liabilities: The existence of contingent liabilities requires from the Management to continue to conduct
assumptions and valuating judgments regarding the possibility of future events occurring or not occurring as well as the
impact, that these events may have on the Group’s activity.
Useful life and Residual Value of Vehicles: The assessment of the useful life of vehicles, in accordance with IAS 16
“Property Plant and Equipment (Tangible Fixed Assets)”, is based on accounting data and estimates for their future use and
therefore involves a large degree of judgment and evaluation by the Management. The vehicles are depreciated over their
estimated useful life on the basis of their estimated residual values. These estimates are reviewed on an annual basis taking
into account market-related factors as well as time and their use. Changes are accounted for as a change in the accounting
estimate of future amortization.
• Estimated Impairment of goodwill and investments in subsidiaries: The Group shall check the goodwill on an annual
basis for any impairment. The recoverable amount of cash (flow)-generating units (CFGU) shall be determined by
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
51
calculations based on the use-value that require the use of assumptions. The calculations shall use provisions for cash flows
based on budgets approved by the management covering a period of five years. The key assumptions that the Group uses
to determine estimated future cash flows are the weighted average cost of capital (WACC), and the business plans that are
prepared for a maximum period of 5 years and are based on newly prepared budgets and estimates. For the weighted
average cost of capital (WACC) the yield of the thirty-year German bond of three-month maturity rate, is used. For the
assessment of the country and market risk premium, market data were taken into account, while for the assessment of the
beta factor, the volatility of similar listed companies was taken into account. Business plans are based on the expected
turnover development for the next five years based on the industry analysis, assumptions of the Company, as well as the
Company’s historical performance. In the case of investments in subsidiaries, the impairment or any reversal of impairment
shall be examined whenever relevant indications exist.
• Call Options and Put Options: A call option and a put option is a contract that gives the bearer the right to buy/sell, from/to
the issuer, respectively, an underlying security at a specific strike price and date in exchange for a fee. The Group and the
Company shall recognize these rights initially as financial derivative instruments at fair value and, at the subsequent
measurement, the changes in their fair value shall be recorded in the Statement of Comprehensive Income. In case these
rights expire without being exercised, then the Group and the Company shall proceed to full de-recognition of the amounts
previously recognized. The estimate includes assumptions such as stock volatility and discount rate.
• Fair values: The Group and the Company shall use the following hierarchy to determine and disclose the fair value of
financial instruments per valuation technique:
Level 1: Published market prices (without modification or adjustment) for financial assets traded on active financial
markets;
Level 2: Observable data on the valued asset and liabilities beyond level 1 prices, such as trading prices for similar products,
trading prices on non-active markets or other items that are either observable or can be supported by observable data (for
example prices derived from observable data), for almost the total duration of the financial instrument;
Level 3: Information on the valued item of assets and liabilities that are not based on observable market data (unobservable
data). If observable data are used to calculate the fair value, that require significant adjustments based on unobservable
data, then the calculation belongs to level 3. Level 3 includes financial instruments, the value of which is determined by
valuation models, cash flow discounting and similar techniques, as well as products for which the determination of fair
value requires a significant judgment or estimation by the Management.
The amounts displayed in the Financial Statements for treasury (cash), trade and other receivables, trade and other current
liabilities, as well as current bank liabilities, shall be close to their respective fair values due to their short-term maturity.
• Benefits based on stock grants: The Company has implemented payment agreements based on stock grants for its senior
officers. The services received in consideration for payment, that are based on stock grants shall be measured at their fair
value. The total output of the options during the vesting period shall be calculated on the basis of the fair value of the
options granted on the date of grant. The fair value of options shall be measured by adopting an appropriate valuation model
to reflect the number of options for which the performance conditions of the relevant program are expected to be met.
• Derivative Financial Instruments and hedging: The Group owns derivative financial instruments (interest rate swaps) to
hedge its exposure to interest rate risk. Derivatives are recognized initially at fair value. After initial recognition, derivative
financial instruments are valued at fair value and their changes are recognized in the Statement of Comprehensive Income.
4. MATERIAL ACCOUNTING POLICIES
The accounting policies on the basis of which the financial statements are prepared and drawn up, have as follows:
(1) Principles of Consolidation: The Financial Statements include the financial statements of the parent company “CARS
MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.” with d.t. “MOTODYNAMICS S.A.”
and of its subsidiaries. All subsidiaries (companies in which Motodynamics holds, directly or indirectly, more than half of the
voting rights or has the right to exercise control over their activities) have been consolidated. The subsidiaries shall be
consolidated from the date on which Motodynamics acquires the right to exercise control over them and shall cease to be
consolidated from the day on which such control is terminated. Intercompany balances and transactions have been deleted.
Where deemed necessary, the accounting principles of the subsidiaries have been amended, so that consistency with the
accounting principles applied by the group is ensured. Note 5 presents an analysis of the subsidiaries that were consolidated
together with the relevant shareholding rates of Motodynamics in each one of them. We note that all Group subsidiaries have
the same closing date for financial statements. The change in the shareholding in a subsidiary, without loss of control, is
considered as a transaction within equity.
Minority Rights: The Minority Rights shall be measured proportionally to the net assets on the date of acquisition of the holding.
Changes in the shareholding percentage of the Group in a subsidiary, in which the control is not lost, shall be recorded in Equity.
(2) Functional and Reporting Currency and Conversion of Foreign Currencies: The functional and reporting currency of
Motodynamics and its Greek subsidiaries is the EURO. Transactions in foreign currencies are converted in EURO using the
exchange rates applicable on the date of the transactions. Foreign currency receivables and liabilities shall be adjusted to reflect
the exchange rates valid on the date of the balance sheet. Profit and loss arising from transactions in foreign currencies but also
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
52
from the year-end valuation of monetary items in foreign currencies are included in the statement of comprehensive income of
the year, except for transactions that meet the cash flow hedging conditions displayed in Equity. The operating currency of
foreign subsidiaries is the official currency of the respective country in which the relevant subsidiary operates. At the end of the
year, upon preparation of the Financial Statements, all the balance sheet items of the above subsidiaries are converted into EURO
on the basis of the current exchange rate on the balance sheet date and the income and expenses at the average exchange rate
that occurred during the year. The profits or losses arising from the conversion of the items in the statement of comprehensive
income and the Financial Position Statement of foreign subsidiaries consolidated are recorded in a separate Equity item until the
sale, deletion or de-recognition of a subsidiary and are then transferred to the statement of comprehensive income.
(3) Intangible Assets – Royalties: Intangible assets relate to software programs, the value of which reflects their purchase costs
plus any kind of expenditure incurred in their development in order to be put in operation, reduced by the amount of accumulated
depreciation and any impairment of their value. Significant subsequent costs are capitalized when they increase the performance
of the software beyond the original specifications. The acquisition value and accumulated depreciation of an item are deleted
from the accounts when it is sold or withdrawn or when no other future economic benefits are expected from its continuing
operation. Any gain or loss resulting from the removal of the item shall be included in the statement of comprehensive income
of the fiscal year in which that item was removed. The other Intangibles concern services for the modification of motorcycles in
order for their riding to be lawful under the conditions of the European Laws.
Royalties: The royalties relate to payments received by the Company in consideration for the concession of a brand name. They
were initially recognized at the acquisition value and are subsequently valued at the acquisition cost minus accumulated
depreciation. Their useful life is considered to be 10 years and they are depreciated by the straight-line depreciation method.
Goodwill: It is the difference between the cost of purchase and the fair value of the assets and the liabilities of a
subsidiary/affiliate on the date of the acquisition. The Company on the date of purchase recognizes the goodwill arising from
the acquisition as an asset and displays it at cost. This cost is equal to the amount at which the consolidation cost exceeds the
company’s shareholding, in the assets’ items, in the liabilities and in the contingent liabilities of the acquired company. After
the initial recognition, the goodwill is valued at cost less the accumulated losses due to an impairment of its value. The Goodwill
is not depreciated, but it shall be examined annually for any impairment of its value.
In order to facilitate the execution of the impairment tests, the amount of goodwill shall be allocated to cash (flow)-generating
units. The cash-flow unit is the smallest identifiable group of assets’ items, that creates independent cash flows and represents
the level at which the Group collects and presents the financial data for internal information purposes. The impairment for the
goodwill is determined by calculating the recoverable amount from the cash flow units to which the goodwill is linked.
Impairment losses related to the goodwill cannot be reversed in future periods. The Group carries out the annual review for
impairment of the goodwill at the end of the relevant annual reporting period. If the cost of the acquisition is lower than the
share of the company in the equity of the acquired undertaking, then the former recalculates the cost of the acquisition, valuates
the assets, the liabilities and contingent liabilities of the acquired undertaking and recognizes directly in the comprehensive
income statement as profit any difference remaining after the recalculation.
(4) Tangible Fixed Assets: The tangible fixed assets are valued at the historical cost less the accumulated depreciation and any
provisions for impairment. Repairs and maintenance are recorded to the expenses of the year during which they are realised.
Significant subsequent expenses are capitalized when they increase the useful life of the fixed asset, its production capacity, or
reduce its operating costs. The acquisition value and the accumulated depreciation of a fixed asset are deleted from the accounts
when it is sold or withdrawn or when no other future economic benefits are expected from its continuing use and operation. Any
gain or loss resulting from the removal of the fixed asset shall be included in the comprehensive income statement of the fiscal
year in which that item was removed. Especially in relation to the Group’s fixed means of transport, the profit arising from their
sale is included in the operating profits.
(5) Depreciation: The depreciation shall be calculated on the basis of the straight-line method at rates reflecting the relevant useful
life spans of those fixed assets and are included in the statement of year with the exception of the means of transport. The rates
applied are the following:
Category Years Buildings 15- 40 Fitting-out of Buildings 5- 15 Machinery and mechanical equipment 5- 10 Transportation Means & Fleet 3- 8 Furniture and other equipment 3- 10 Software programs 3- 10 Other intangible assets 5 Royalties 5- 10
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
53
The Company and the Group apply the declining balance depreciation method for all categories of fixed means of transport
(fleet of cars, racing motorcycles – test rides, etc.) with rates from 12% to 30%, because it better reflects the useful life span of
those assets.
The Group’s fleet of cars for the provision of rental and operating lease services is depreciated by the declining balance method
taking into account the residual values of the vehicles. The assessment of their residual value is carried out annually and takes
into account market estimates as well as factors related to time and use.
(6) Impairment of Assets: The book values of non-current assets are subject to impairment check when events or changes in
circumstances suggest that they may no longer be recoverable. The impairment loss of an asset is recorded in the comprehensive
income statement of the year in which the residual value of the asset exceeds its recoverable value. The recoverable value shall
be determined as the largest between the net sales value and the value in use of the fixed asset in question. A net sales value is
the amount that can be received from the sale of an asset in the context of a bilateral transaction in which the parties are fully
aware and voluntarily sign up after deduction of any additional direct costs of disposal of the asset, whereas value in use is the
current value of the estimated future cash flows that are expected to result from the continuing use and operation of the asset
and from its disposal at the end of its estimated useful life. For the purpose of determining impairment, assets shall be grouped
at the smallest/lowest level for which independent cash flows may be determined.
(7) Investments in subsidiaries: Investments in subsidiary undertakings in the corporate Financial Statements shall be valued at the
acquisition price reduced by any impairment of their value, whenever deemed necessary.
(8) Inventory: The inventory shall be valued at the lowest price between historical cost and net realizable value. For the estimation
of the net realizable value, the Management takes into account the sale price minus the sale costs. The cost of acquisition of
the goods includes the acquisition value increased by any kind of expense, which is required in order to be imported into the
warehouses, and is determined for the principal goods (cars, motorcycles and marine engines, etc.) by the method of
individualized cost, and for spare parts, accessories and other complementary products by the annual weighted average cost
method. Provision for impairment of the value of inventory is formed on the basis of estimates by the Management regarding
the actual situation and the possibility of use of the goods if it is deemed necessary, and always with reference to the safety
inventory of spare parts for all models in circulation.
Cars (fleet) for which the rental ceases and there is a sales commitment, are converted from tangible fixed assets into assets
reserved for sale and transferred to the inventory. They are measured at the per-kind lower value between acquisition cost and
net realizable value. The net realizable value is the estimated selling price in the context of the Company’s normal activity
reduced by the disposal cost.
(9) Accounts Receivables: The accounts receivables shall be shown at their nominal value, following provisions for any outstanding
balances. The amount of the provision for bad debts made by the Company and its subsidiaries at the end of each reporting
period shall be determined on the basis of the estimate of the potential risk from the non-recovery of the overdue or disputed
claims. The cumulative amount of the provision for bad debts shall be reduced by the amount of those receivables that have
become uncollectible. It is the policy of the Group and the Company not to delete any receivable until all possible legal actions
for its collection are exhausted.
(10) Financial instruments
A financial instrument is any contract that simultaneously creates a financial asset for the Company and a financial liability
or equity instrument for another company.
(i) Recognition and initial measurement
All financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual
provisions of the financial instrument.
A financial asset or financial liability is initially valued at fair value plus, for an item not measured at fair value through the
comprehensive income statement, the transaction costs that may directly correspond to its acquisition or issue. Trade
Receivables without a significant financial component are initially measured at the transaction price.
The financial assets shall be classified, at initial recognition, as subsequently measured at amortized cost, at the fair value
through other total income or at the fair value through the comprehensive income statement. The classification of financial
assets at initial recognition is based on the contractual cash flows of financial assets and the business model in which the
financial asset is held.
(ii) Classification and subsequent measurement
After the initial recognition, the financial assets are classified into three categories:
- at depreciable/ amortized cost;
- at fair value through other comprehensive income directly to Equity (FVOCI);
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
54
- at fair value through profit or loss (FVTPL)
The Group has assets that are valued at fair value through the comprehensive income statement as of the 31st of December
2023 and are related to derivative financial instruments (interest rate swaps) for the hedging of its exposure to interest rate
risk. The Company and the Group do not hold assets that are valued at fair value through other comprehensive income as of
the 31st of December 2023.
The measurement of the financial assets of the Company and the Group has as follows:
- Financial assets measured at amortized cost shall be classified as financial assets held under the business model for
the purpose of holding them and collecting contractual cash flows that meet the ‘SPPI’ criterion. This category
includes all financial assets of the Company.
- The financial assets are not reclassified after initial recognition unless the Company changes its business model for
managing financial assets, in which case all affected financial assets are reclassified on the first day of the first
reporting period following the change in the business model.
(iii) Impairment of financial assets
The Company and the Group shall recognize impairment provisions for expected credit losses for the above financial assets.
To determine expected credit losses in relation to trade receivables, the Company applies the simplified approach of the
Standard and uses a credit loss provisions table on the basis of the maturity of the balances, based on the Company’s historical
data for credit losses, adapted for future factors in relation to debtors and the economic environment.
The losses are recognized in the comprehensive income statement and are reflected in a provision’s account. When the
Company and the Group consider that there are no realistic prospects for recovering the asset, the relevant amounts are
deleted. If the amount of impairment loss is subsequently reduced and the reduction is objectively related to an event that
occurred after the impairment was recognized, then the impairment loss previously recognized is reversed through the
statement of comprehensive income.
The trade and other receivables of both the Company and the Group other than those for which a provision has been made,
are all considered to be collectible.
(iv) De-recognition
Financial Assets
The Company and the Group de-recognize a financial asset when the rights for the inflow of cash resources from the financial
asset expire or the Company has transferred the cash flow inflow rights from that asset while at the same time having
transferred substantially all risks and the benefits from the ownership of the financial asset, or it has not transferred
substantially all the risks and benefits from the ownership, but has transferred control of the financial asset. Further, when the
Company and the Group reserve the right to the inflow of cash flows from the specific asset, but they have at the same time
the obligation to pay them to third parties in full, without significant delay in the form of a transfer contract.
When the Company carries out transactions in which it transfers assets recognized in its Financial Position Statement, it
retains the risks and benefits from the ownership of the transferred assets. In such cases, the transferred assets are not de-
recognized.
Financial liabilities
The Company and the Group shall delete a financial liability when their contractual obligations are cancelled or expire.
Further, the Company and the Group shall cease to recognize a financial liability when the financial liability is replaced by
another by the same lender, but with substantially different terms or the conditions of the existing liability are significantly
modified; so this exchange or modification is treated as a de-recognition of the original liability and a recognition of a new
one.
Upon deletion of a financial liability, the difference between the eliminated carrying amount and the amount paid (including
any non-transferred assets or liabilities undertaken) is recognized in the statement of comprehensive income.
Offsetting Financial Assets and Liabilities
The financial assets and liabilities are offset, and the net amount is only displayed in the statement of Financial position when
this right is legally available and intends to set them off on a net basis with each other or to claim the asset and settle the
liability at the same time. The legal right must not be contingent upon future events and must be enforceable in the normal
course of business and in the event of the default, insolvency or bankruptcy of the company or the counterparty.
(11) Treasury and equivalents: Fixed term deposits and other highly liquid investments with an initial maturity of less than three
months shall be considered as cash.
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
55
(12) Bank loans: Bank loans and credits are initially recorded at the cost which reflects their actual value reduced by the cost of
their conclusion. After initial registration, they are valued at amortized cost based on the actual interest rate method. Expenses
of any kind for the issue/grant of loans and credits shall also be calculated at the amortized cost.
(13) Benefits to Staff:
Short-term benefits
Short-term benefits to employees (except for employment termination benefits) in cash and in kind shall be recognized as an
expense when they become accrued. Any outstanding amount shall be recorded in liabilities, and where the amount already paid
exceeds the amount of benefits, the undertaking shall recognize the excess amount as an asset (prepaid expense) only to the
extent that the prepayment will lead to a reduction in future payments or to a refund.
Post-Employment Benefits
The obligations recognized for the specified benefit plan are the current value of the specified benefit according to the accrued
right of the employees determined by deducting the estimated cash flows of employee retirement benefits for the period of the
last 16 years before the employees leave the service; according to the conditions for establishment of a right to full pension.
These liabilities are calculated on the basis of economic and actuarial assumptions and are determined by the actuarial method
of the estimated liability units. The net retirement costs for the period shall be included in the payroll costs in the attached
statement of comprehensive income for the year and shall consist of the current value of the benefits whose entitlement was
established during the fiscal period, the interest on the benefit obligation, any past employment costs, the actuarial gains, or
losses recognized in the fiscal period and any additional retirement costs. There is no provision for employees of foreign
subsidiaries as there is no legally established entitlement to such a right.
(14) Benefits based on equity instruments: The Company has implemented payment agreements based on stock grants for its senior
officers. In particular, under existing agreements, the Company’s senior officers are granted the right to receive equity (shares)
of the parent Company, given that specific vesting conditions have been fulfilled. None of the existing payment agreement
schemes based on equity instruments shall be settled in cash. Holders of such shares are not entitled to dividends during the
vesting period.
The services received in consideration for payment, that are based on stock grants shall be measured at their fair value. The fair
value of services provided by senior officers, on the date on which the stock options are granted, shall be recognized in
accordance with IFRS 2 as an expense in the statement of comprehensive income, with a corresponding increase in equity,
during the period in which the services against which the options are granted, are received.
The total output of the options during the vesting period shall be calculated on the basis of the fair value of the options granted
on the date of grant. The expense shall be allocated during the vesting period, based on the best available estimate of the number
of stock options expected to be vested. The fair value of options shall be measured by adopting an appropriate valuation model
to reflect the number of options for which the performance conditions of the relevant program are expected to be met.
Estimates of the number of options expected to be exercised are revised if there is any indication that the number of stock options
expected to be registered differs from previous estimates. Any adjustment to the cumulative share-based remuneration resulting
from a revision shall be recognized in the current period.
The number of vested options eventually exercised by the Company’s senior officers does not affect the expense recorded in the
use.
(15) Income Tax (Current and Deferred): The current income tax in the consolidated financial statements is calculated on the basis
of the financial statements of each of the companies included in the consolidation, in accordance with the applicable tax
legislation in Greece or in the countries where foreign subsidiaries operate, while in the Financial statements, it is calculated
based on the financial statements of the parent company, in accordance with the applicable Greek tax legislation. The expenditure
on income tax for the year consists of income tax resulting from the results as reformed in its tax returns, the additional income
taxes resulting from tax audits by local tax authorities and the deferred income taxes based on the applicable tax rates. Deferred
income taxes are calculated on the basis of the liability method and for any temporary difference resulting from the difference
between the tax base of an asset and liability and their carrying amount as shown in the financial statements. A deferred tax
liability is not considered where it is unlikely that the expected tax benefit will be realized in the near future. For transactions
recognized directly in equity, any kind of tax effect is recognized in equity. The calculation of the deferred taxes is carried out
using the statutory or substantially applicable tax rates on the basis of which the respective tax assets/liabilities are expected to
be cleared and settled.
Deferred tax liabilities are recognized for all taxable temporary differences except:
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
56
• in case the liability for deferred income taxes arises from the initial recognition of goodwill or the initial recognition of an
asset or liability in a transaction; which is not a consolidation between companies and at the time of the transaction does
not affect either the accounting profit or the taxable profit or loss; and
• for taxable temporary differences regarding investments in subsidiaries, affiliates, and joint ventures where the time of
reversal of temporary differences can be controlled and it is likely that temporary differences will not be reversed in the
foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences and transferred tax and tax losses, to the extent that
it is likely that there will be available taxable profit that will be used against deductible temporary differences and transferred
unused tax assets and unused tax losses except:
• for deductible temporary differences arisen from the initial recognition of an asset or liabilities in a transaction that is not
a consolidation between companies and at the time of the transaction it does not affect either the accounting profit or the
taxable profit or loss; and
• that deductible temporary differences in relation to investments in subsidiaries, affiliates and joint ventures are recognized
only where it is likely that temporary differences will be reversed in the foreseeable future and taxable profit available to
be used against such deductible temporary differences will exist.
The deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets and liabilities
and where the deferred income taxes relate to the same tax authority. The current tax assets and liabilities are offset when there
is a legally enforceable right to offsetting and the intention for a settlement on a net basis or for acquisition of the asset and
settlement of the liability at the same time.
(16) Provisions and Contingent Assets- Liabilities: Provisions are recognized when legal or implied liabilities exist as a result of
past events, the liquidation of which is possible through an outflow of resources and the exact amount of the relevant liability
can be reliably estimated. The provisions shall be reviewed on the date of preparation of each balance sheet and adjusted to
reflect the current value of the expenditure expected to be disbursed for the purpose of clearing and settling the liability. Where
there is a significant delay in the recognition of a provision in relation to its expected settlement time, the provisions shall be
discounted using a pre-tax discount rate. The contingent liabilities are not recognized in the financial statements but are disclosed
unless the probability of an outflow of resources incorporating economic benefits is remote. The contingent assets are not
recognized in the financial statements but are disclosed if the inflow of financial benefits is likely.
(17) Earnings per Share: Basic earnings per share are calculated by dividing net profits allocated to shareholders of the parent
company by the weighted average number of shares in circulation during each year, excluding the average of common shares
acquired as equity. The impaired earnings per share (if applicable) shall be calculated by dividing the net profit allocated to the
shareholders of the parent company, adjusted by the effect of converting potential convertible securities into shares, by the
weighted average number of shares as above, adjusted by the effect of converting potential convertible securities into shares.
(18) Recognition of Income: The Group applies the IFRS with respect to the recognition of income. 15 “Proceeds from contracts
with customers”, the measurement of which is based on the following five-stage model:
1. Determination of the contract with the customer.
2. Identification of the performance obligations.
3. Determination of the transaction price.
4. Allocation of the transaction price to the performance obligations of the contract.
5. Recognition of Income when or while an entity fulfills the performance obligation.
The Group recognizes the income by transferring goods or services to customers in the amount it expects to be entitled to in
exchange for those goods or services. The Group recognizes income when a contractual obligation to the respective customer
is fulfilled by the delivery of goods or the provision of services (which is the same as the time when the control over the goods
or services passes to the customer). In detail, the recognition of revenues in the Group is made as follows:
a. Revenue from the sale of goods (wholesale and retail sale of cars, motorcycles, marine engines, spare parts, accessories
and related goods): The proceeds from the sale of goods shall be recognized after deduction of any discounts, taxes and
commissions. The Group recognizes income when a contractual obligation to the respective customer is fulfilled by the delivery
of goods or the provision of services, which corresponds to the time when the control over the goods passes to the customer.
That is, when ownership is transferred with the delivery of the car and the risks and benefits are transferred to the customer. The
net profit of the sale of cars, whose lease period has expired, results from the difference in the amortized value of the vehicle at
the end of the contract and the sale value reduced by the direct selling costs. The result is recognized at the time the control over
the good or service is transferred to the customer in an amount that reflects the consideration the Company estimates it will
receive in exchange for these cars.
b. Income from operating leases (short-term - long-term car rental): Lease income is derived from operating leases and is
recognized during the lease in the statement of comprehensive income.
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
57
c. Income from the provision of services: The income from the provision of services shall relate to the operation of car service
shops and shall be recognized on the basis of the completion stage of the services provided on the date of the financial statements
as to the entire services to be provided.
(19) Recognition of Other Income
a. Financial Income/Expenses: Financial income and expenses include interest income and expenses as well as other bank
charges. Interest income shall be recognized as income of the year when it is accrued by the effective interest rate method.
b. Dividend income: Dividend income is recognized when the right to collect it is established and approved by the competent
bodies of the companies distributing it. The dividend distribution is recognized as an obligation when the dividend is approved
by the General Assembly of shareholders.
(20) information by Operating Division: The Group is mainly active in the automobile market, in the wholesale and retail markets
of powered motorcycles, marine products (outboard engines, inflatable boats, etc.) which it considers as operating divisions and
for which it discloses the required information. Uniform accounting principles shall be followed for all operating divisions
disclosed. Due to the fact that the sales, the results and the assets outside Greece do not represent a significant proportion of the
Group’s respective total assets, the relevant analyzes by geographical area are not disclosed.
(21) Share Capital: Expenses incurred for the issue of shares are shown after deduction of the relevant income tax, in a reduction of
the issue product. The costs related to the issue of shares for the acquisition of undertakings shall be included in the cost of
acquisition of the undertaking acquired.
Equity Shares
The equity shares represent shares of the Company which were acquired and held by the Company itself. The equity shares are
shown in the cost of acquisition, as a separate item, deducting equity. When buying, selling, issuing or canceling equity shares,
any resulting effect shall be recognized directly in Equity.
(22) Realignments of items Certain items in the statement of comprehensive income as of the 31st of December 2022 were
reclassified/reformulated in order to achieve a better presentation of the relevant items as follows
31-Dec-22 GROUP Not. REFORMULATED ADJUSTMENTS PUBLISHED Statement of Comprehensive Income Cost of Sales 7 (98.418.241.77) (306.347.23) (98.111.894.54) Other Expenses 11 (472.780.94) 39.773.47 (512.554.41) Financial expenses 13 (1.223.148.79) 266.573.76 (1.489.722.55)
The reallocation of the funds/items concerns the subsidiary “Lion Rental SA” and specifically the recognition in the cost of sales:
• of losses from theft/fleet embezzlement, which were depicted as “other expenses”; and
• of POS usage commissions, which now support the issuance and electronic signature of vehicle rental contracts, and
which were depicted as “Financial expenses”
The above did not have an effect on the statement of Comprehensive Income, cash flows and earnings per share (basic and
impaired) of the year ended on the 31st of December 2022.
(23) Leases:
The Group as Tenant
At the time of entry into force of a contract, the Company and the Group shall assess whether the contract constitutes, or contains,
a lease. A contract is, or contains, a lease if the contract transfers the right to control the use of a recognized asset for a specified
period of time for consideration.
The Company and the Group recognize lease obligations for lease payments and right-of-use assets that represent the right to
use the underlying assets.
The Leases are recognized in the financial position statement as a right to use an asset and a lease obligation on the date the
leased fixed asset becomes available for use. Each rent is divided between the lease obligation and the interest, which is charged
in the results throughout the lease term, in order that a fixed interest rate for the balance of the financial liability in each period
is achieved.
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
58
i. Assets with right of use
The rights to use assets are initially measured at their cost, and then reduced by the amount of accumulated depreciation and any
impairment. The right of use shall be amortized in the shortest period between the useful life of the item or its lease term, by the
straight-line method. The initial measurement of the rights to use assets shall consist of:
• the amount of the initial measurement of the lease obligation;
• the lease payments made on or before the start date, reduced by the amount of the offered
discounts or other incentives;
• the initial costs directly linked to the rent;
• the recovery costs.
After initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset after
deduction of accumulated depreciation and accumulated impairment losses and will be adjusted due to a re-measurement of the
lease liability. Assets with a right to use are amortized on the basis of the straight-line method in the shortest period of time
between the lease term and their useful life.
The cars that the Group purchases with the option (option) to exercise the right to repurchase from its suppliers are included in
the rights to use assets when there are financial incentives for the Company to exercise the right to resell (repurchase by the
supplier) at the beginning of the transaction (purchase date).
ii. Lease Liabilities
The lease liabilities are initially calculated at the present value of the leases, which were not paid at the start of the lease. They
are discounted at the imputed interest rate on the lease or, if this interest rate cannot be determined by the contract, at the
differential lending rate (IBR). The differential interest rate is the cost that the lessee would have to pay to borrow the necessary
capital in order to acquire an item of similar value to the leased asset in a similar economic environment and in similar terms
and assumptions.
Lease Liabilities include the net present value of:
• fixed rents (including ‘essentially’ fixed rents);
• variable rents, depending on an index/ indicator;
• residual value, expected to be paid;
• the exercise price of a right of purchase, if the lessor is almost certain that he will exercise the right;
• termination penalties of a lease if the lessor chooses this right.
After their initial measurement, lease liabilities are increased by their financial cost and reduced by the payment of rents. Finally,
they are reassessed when there is a change: a) in rents due to a change in an index, in the estimation of the amount of residual
value, which is expected to be paid, or c) in the evaluation of a market choice or extension option, which is relatively certain to
be exercised or a right to a contract termination option, which is relatively certain not to be exercised.
The Group as Lessor
Where tangible fixed assets are leased by a leasing contract, the present value of the rents is recorded as a receivable. The
difference between the gross amount of the asset/receivable and its current value shall be recorded as deferred financial
income. The proceeds from the lease are recognized in the statement of comprehensive Income during the lease using the
method of net investment, which represents a stable periodic return.
As mentioned in note 1 (General Information), the Group operates both in the area of short-term rental (Rent a Car) and in
the area of long-term rental (long term Rental). The total number of cars classified as short-term leases concern exclusively
operating car leases and are included in the tangible fixed assets. Cars classified in long term leases concern exclusively
operating car leases and are included in tangible fixed assets. The Group has not conducted car leases that are classified as
leasing contracts and are included in its assets/receivables.
Leases, where the risks and benefits of ownership are substantially maintained by the lessor are classified as operating leases
(short and long term). Cars leased with operating leases are included in the tangible fixed assets (fleet) of the Consolidated
Financial position statement.
The rent income is recognized by the straight-line method during the lease period. Cars leased with operating lease contracts
are measured at cost less accumulated depreciation and impairment. The depreciable value of leased cars is equal to the
acquisition value minus the estimated residual value at the time and is amortized by the declining method during the lease
period, which lasts for an average 4-5 years.
24) Dividends
The Company distributes each year dividends corresponding to at least 35% of profit after tax and after the formation of the statutory
regular reserve. The non-distribution of dividend is subject to the approval of at least 70% of the shareholders of the ordinary General
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
59
Assembly. The proposal of the Board of Directors to distribute a dividend to shareholders shall be submitted by the date of publishing
of the invitation for the next ordinary General Assembly.
25) information by division
The areas are determined on the basis of the internal information needs of the Group’s Board of Directors (as the principal responsible
body for strategic decision making) that makes strategic decisions based on its estimations of the Group’s performance and position.
Therefore, division-specific information is presented in the Consolidated Financial statements regarding the leasing and sale activities
of cars, motorcycles, marine engines, and related products.
26) Call Options and Put Options
A call option and a put option is a contract that gives the bearer the right to buy/sell, from/to the issuer, respectively, an underlying
security at a specific strike price and date in exchange for a fee. The Group and the Company shall recognize these rights initially as
financial derivative instruments at fair value and, at the subsequent measurement, the changes in their fair value shall be recorded in
the Statement of Comprehensive Income. In case these rights expire without being exercised, then the Group and the Company shall
proceed to full de-recognition of the amounts previously recognized. The estimate includes assumptions such as stock volatility and
discount rate.
27) Purchase of cars with a right to resale
The cars that the Group purchases with the option (option) to exercise the right to repurchase from its suppliers are included in the
rights to use assets when there are financial incentives for the Company to exercise the right to resell (repurchase by the supplier) at
the beginning of the transaction (purchase date).
This is a change of accounting policy in relation to the previous year ended 31 December 2022, where the cars with a right to resale
were recognized in the Group’s fleet as fixed assets. There is no effect on the Consolidated Financial statements of the comparative
period ending December 31, 2022, as the cars that were in a corresponding repurchase agreement by suppliers had been sold to
suppliers before the end of the year. Therefore, there were no cars with a right to repurchase that remained in the fixed assets in the
consolidated statement of financial position on 31 December 2022.
28) Derivative Financial Instruments and hedging: The Group owns derivative financial instruments (interest rate swaps) to hedge
its exposure to interest rate risk. Derivatives are recognized initially at fair value. After initial recognition, derivative financial
instruments are valued at fair value and their changes are recognized in the Statement of Comprehensive Income.
5. INVESTMENTS IN SUBSIDIARY UNDERTAKINGS
The consolidated financial statements consist of the financial statements of the parent company and its subsidiaries, which are
consolidated using the full consolidation method and have as follows:
Year of Subsidiary / Object establish% Country ment Motodiktio SA Representation, import, trade, distribution, maintenance, repair and assembly of motorcycles, mopeds, machinery, machines and motor 2002 100% Greece engines of all kinds Motodynamics Srl. Representation, exclusive distribution, re-export, transit and trade of Yamaha branded products in Romania 1994 100% Romania Motodynamics Ltd Representation, exclusive distribution, re-export, transit and trade of Yamaha branded products in Bulgaria 1992 100% Bulgaria Lion Rental S.A. Vehicles rental services, short-term and long-term lease as exclusive licensee of SIXT GmbH & Co. 1998 100% Greece
The Group checks its holdings and investments in subsidiaries on an annual basis for any impairment. The recoverable amount of
cash (flow)-generating units (CFGU) shall be determined by calculations based on the use-value that require the use of assumptions.
The calculations shall use provisions for cash flows based on business budgets covering a period of five years. The cash flow beyond
the five-year period is calculated on the basis of estimated growth rates which are in line with the provisions concerning the division
in which each CFGU operates.
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
60
By 2012, the Company entered into its comprehensive income statement a provision of a total amount of €1.820.000 through which
it partially reduced its investment in the subsidiaries Motodynamics Ltd (Bulgaria) by € 1.120.000 and Motodynamics Srl (Romania)
by € 700,000 considering that the recovery of the relevant amounts was not expected to take place within the next few years. However,
for the year 2022, through the implementation of an impairment check of its holdings in subsidiaries, the Company re-evaluated the
provision of a devaluation of its holdings. The audit resulted in a new impairment provision for the subsidiary Motodiktio SA by €
680.000,00 as well as a reversal of the provisions formed by the subsidiary Motodynamics Ltd (Bulgaria) by € 1.120.000 and
Motodynamics Srl (Romania) by € 700.000. The net income resulting from the impairment control of the holdings amount to €
1.140.000,00. The reversal of provisions was based on business plans showing an improvement in the financial figures of subsidiaries
in Romania and Bulgaria as well as their actual results. It is noted that the subsidiary Motodynamics Srl in Romania distributed
within 2023 a dividend of € 500.000,00, which was paid to the parent company in the second half of 2023.
The main assumptions that the Group uses to determine the estimated future cash flows have as follows:
- Weighted average cost of capital after tax (WACC)
The WACC method reflects the discount rate of future cash flows, according to which the cost of equity and the cost of long-
term loans are weighted in order to calculate the cost of total capital. Given the determination of all cash flows of business
plans in the EURO currency as risk-free return, the yield of the thirty-year German bond was used. For the assessment of the
country and market risk premium, market data were taken into account, while for the assessment of the beta factor, the
volatility of similar listed companies in relation to the market volatility was taken into account. The WACC of Lion Rental
S.A. was estimated at 8.84%, the MOTODIKTIO SA at 9,61%, the MOTODYNAMICS LTD at 12,38% and the
MOTODYNAMICS SRL at 11,83%. In addition to the above estimations regarding the determination of the year-based value
of the CFGU, no changes in the circumstances that might affect its other assumptions have been communicated or made
known to the Management.
The Group analyzed the sensitivity of the recoverable amounts in relation to a 0.25% change in the base assumption of the
discount rate. The relevant analysis does not show an impairment amount for its subsidiaries.
- Drawing up of business plans
Business plans shall be drawn up for a maximum period of 5 years and shall be based on newly prepared budgets and
estimates. The expected development of turnover for the next five years was based on division analysis, historical data and
management estimates for the outcome of specific strategic actions (product differentiation, promotion, pricing policy, etc.).
Cash flows beyond 5 years are deduced by estimating a terminal flow and taking into account a continuous growth rate of
2%.
During the previous financial year, the holding of the Company in Motodiktio S.A. increased by €1,260,973,34, due to an increase
in the share capital.
During the first half of 2023, the Company’s holding in Lion Rental S.A. increased by 7.700.000,00, also acquiring the remaining
19,5% of its share capital from the minority shareholder. The subsidiary Lion Rental SA. distributed within 2023 a dividend of €
1,539,130,40, of which the amount of €1,238,999,98 was allocated to the parent company within the first half of 2023; the remaining
dividend of € 300.130,43 was respectively allocated to the minority.
During the second΄ half of 2023, the Company’s holding in Motodiktio SA increased by €123.000,00 due to an increase in the share
capital, as of December 31, 2022, the total equity of the subsidiary became less than half (1/2) of the share capital, thus meeting the
conditions of Article 119(4) of L. 4548/2018. The ordinary General Assembly approved this increase in order to ensure the
uninterrupted continuation of the company’s activity.
The holdings in subsidiaries of the parent company presented in the Financial statements are analyzed as follows:
31 December 2023 31 December 2022 Motodiktio SA 3.662.327.86 3.539.327.86 Motodynamics Srl. 1.743.584.84 1.743.584.84 Motodynamics Ltd 1.013.027.96 1.013.027.96 Lion Rental S.A. 22.068.351.00 14.368.351.00 Provision for impairment of holdings/investments (680.000.00) (680.000.00) 27.807.291.66 19.984.291.66
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
61
6. SALES
The sales presented in the attached financial statements are analyzed as follows:
GROUP COMPANY 31 December 31 December 31 December 31 December 2023 2022 2023 2022 Motorcycles and related goods 42.470.459.26 33.830.437.39 42.760.443.52 31.799.145.31 Vehicle leases 41.624.905.31 38.469.586.13 246.329.96 126.058.96 Marine engines and related goods 12.347.396.89 11.056.426.53 13.398.018.46 10.818.370.69 Cars 47.847.013.86 28.110.592.06 36.216.321.08 23.147.274.17 Spare parts - Accessories - Lubricants 25.680.913.45 20.578.482.39 17.945.861.17 16.112.623.53 - Services Total sales 169.970.688.77 132.045.524.50 110.566.974.19 82.003.472.66
7. COST OF SALES
The cost of sales presented in the attached financial statements is analyzed as follows:
31 December
31 December
31 December
GROUP COMPANY 31 December 2022 2023. 2023. 2022 Inventory Depletion 100.524.915.92 73.149.761.01 88.765.255.30 65.597.800.14 Benefits to Employees 3.802.123.88 3.024.494.58 - - Third party fees 424.421.03 676.640.75 182.623.15 330.201.79 Supplies and rights 4.047.761.13 2.990.324.17 - - Rents 4.241.401.90 3.150.096.94 - - Premiums 1.805.895.69 1.304.613.25 3.618.82 5.665.07 Maintenance and repairs 4.881.583.22 4.390.230.83 331.056.02 288.021.12 Depreciation/Amortization 8.969.626.54 7.392.699.59 107.179.98 99.307.36 Other operating costs 2.247.285.82 2.339.380.65 251.407.61 100.688.92 Total Sales Cost 130.945.015.12 98.418.241.77 89.641.140.88 66.421.684.40
8. MANAGEMENT EXPENSES
The expenses of subsequent fiscal years presented in the attached financial statements are analyzed as follows:
GROUP COMPANY 31 December 31 December 31 December 31 December 2023 2022 2023 2022 Staff fees and expenses 3.154.859.55 2.850.616.15 2.619.486.65 2.705.656.92 Fees and benefits to third parties 1.506.479.36 1.720.351.05 538.389.48 567.515.84 Promotion and advertising costs 365.124.17 342.707.14 365.124.17 342.707.14 Other Amounts 232.793.20 296.098.21 223.624.84 257.098.39 Impairment of fixed assets 77.294.27 36.861.55 63.578.42 24.296.24 Total management expenses 5.336.550.55 5.246.634.10 3.810.203.56 3.897.274.53
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
62
9. DISTRIBUTION EXPENSES
The distribution expenses presented in the attached financial statements are analyzed as follows:
GROUP COMPANY 31 December 31 December 31 December 31 December 2023 2022 2023 2022 Staff fees and expenses 7.511.368.37 6.110.270.91 3.998.319.49 3.153.398.29 Fees and benefits to third parties 2.316.827.63 1.289.022.57 1.369.594.14 847.502.00 Promotion and advertising costs 2.752.592.32 2.362.046.23 1.445.742.95 1.132.222.03 Other Amounts 1.067.552.11 880.559.06 949.961.98 714.410.09 Impairment of fixed assets 2.361.372.60 2.059.604.34 1.967.070.29 1.573.220.49 Total distribution expenses 16.009.713.04 12.701.503.11 9.730.688.85 7.420.752.90
10. OTHER INCOME
The other income presented in the attached financial statements are analyzed as follows:
GROUP COMPANY 31 December 2023. 31 December 2022 31 December 2023 31 December 2022 Revenue from guarantees 1.195.09 71.371.97 16.150.60 71.371.97 Revenue from commissions - 15.985.87 - 3.684.51 Profits from the sale of fixed assets 3.414.93 3.999.98 3.414.93 3.999.98 Income from insurance companies - 40.413.32 - 40.189.82 Other Amounts 126.034.64 58.879.94 140.395.00 3.711.98 Revenue from option valuation - 62.215.00 - 62.215.00 Revenue from financial statements value of co - - - 1.140.000.00 Total of Other Income 130.644.66 252.866.08 159.960.53 1.325.173.26
By 2012, the Company entered into its comprehensive income statement a provision of a total amount of €1.820.000 through which
it partially reduced its investment in the subsidiaries Motodynamics Ltd (Bulgaria) by € 1.120.000 and Motodynamics Srl (Romania)
by € 700.000 considering that the recovery of the relevant amounts was not expected to take place within the next few years. However,
for the year 2022, through the implementation of an impairment check of its holdings in subsidiaries, the Company re-evaluated the
provision of a devaluation of its holdings. The audit resulted in a new impairment provision for the subsidiary Motodiktio SA by €
680.000,00 as well as a reversal of the provisions formed by the subsidiary Motodynamics Ltd (Bulgaria) by € 1.120.000 and
Motodynamics Srl (Romania) by € 700.000. The net income resulting from the impairment control of the holdings at the previous
year amounted to € 1.140.000,00.
11. OTHER EXPENSES
The other expenses presented in the attached financial statements are analyzed as follows:
GROUP COMPANY 31 December 31 December 31 December 31 December 2023. 2022. 2023 2022 Fines and surcharges 10.160.52 221.343.78 248.78 5.462.87 Losses from sale of fixed assets - 2.141.36 - 2.141.36
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
63
Expenses of previous years 11.880.71 67.317.98 5.815.90 19.772.95 Expenses from valuation of options 43.179.00 - 43.179.00 - Other Amounts 76.411.91 181.977.82 21.448.22 170.594.60 Total of Other Expenses 141.632.14 472.780.94 70.691.90 197.971.78
12. DIVIDEND FROM SUBSIDIARIES
Since 2023, the Group’s subsidiaries have distributed dividends as follows:
31 December 2023. 31 December 2022. Motodynamics Srl. 500.000.00 400.000.00 Lion Rental S.A. 1.238.999.98 - Total dividends 1.738.999.98 400.000.00
For the dividends from subsidiaries, see Note 5 above.
13. FINANCIAL EXPENSES
The financial expenses presented in the attached financial statements are analyzed as follows:
GROUP COMPANY 31 December 31 December 31 December 31 December 2023. 2022 2023 2022 Debit Interest 1.774.198.56 729.397.21 95.617.16 1.394.41 Commissions and bank charges 226.374.76 186.909.01 54.626.31 32.152.71 Losses from exchange differences 26.256.57 10.168.24 551.88 1.056.87 Financial expenses from rights of use 321.985.80 296.674.33 215.810.52 175.064.34 Total of Financial Expenses 2.348.815.69 1.223.148.79 366.605.87 209.668.33
14. INCOME TAX (CURRENT AND DEFERRED)
The Income tax in the Comprehensive Income Statement is analyzed as follows:
GROUP COMPANY 31 December 31 December 31 December 31 December 2023 2022 2023 2022 Current income tax 2.647.518.36 1.603.311.91 1.912.229.56 1.000.475.42 Deferred income tax 1.094.601.63 2.009.279.42 11.485.41 134.169.93 Other income taxes 89.262.87 127.047.60 7.934.77 127.047.60 3.831.382.86 3.739.638.94 1.931.649.74 1.261.692.95
The tax rate for Sociétés Anonymes in Greece for the period ended on 31 December 2023 and 2022 is 22%.
The corresponding income tax rates for 2023 for the foreign countries are for Bulgaria 10% and for Romania 16%.
The income tax return shall be submitted on an annual basis, but the declared gains or losses shall continue to be of temporary nature
until the tax authorities have reviewed the taxpayer's declarations, their books and records and the final audit report is issued. Tax
losses, to the extent accepted by the tax authorities, may offset future profits for a period of five years from the year in which they
arose.
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
64
Taking into account the above regarding the tax compliance Report (where applicable), the table below presents the years in which
the Company’s and its domestic subsidiaries’ tax obligations have not become definitive:
Company Unaudited Fiscal Years “Motodynamics S.A.” 2018 to 2023 Motodiktio SA 2018 to 2023 Motodynamics Ltd (Bulgaria) 2018 to 2023 Motodynamics Srl. (Romania) 2018 to 2023 Lion Rental S.A. 2018 to 2023
For the parent company Motodynamics S.A. as well as for the subsidiary of Motodiktio S.A., a special tax audit was carried out for
the years 2012 to 2013, according to article 82 of Law 2238/94 and for the years 2014 to 2016 and 2018 to 2022 according to article
65A of Law 4174/2013. For the above fiscal years, corresponding tax certificates were issued with an unqualified conclusion from
the statutory auditors.
For the subsidiary of Lion Rental S.A., a special tax audit was carried out for the years 2012 to 2013, in accordance with article 82
of Law 2238/94 and for the years 2014 to 2021 according to article 65A of Law 4174/2013. For the above fiscal years, corresponding
tax certificates were issued with an unqualified conclusion from the statutory auditors. The years 2016 & 2017 of the subsidiary Lion
Rental S.A. were audited by the tax authorities in 2022 and the differences that arose amounted to € 216 thousand and related to
withholding taxes on a bond loan. This amount has been incorporated into the operating cost of the year and the relevant statements
have become definitive (note 11 «OTHER EXPENSES»). The subsidiary Lion Rental S.A. received an audit order from the tax
authorities for the year ended on 31 December 2018. This audit has not started to date.
The tax authorities, in accordance with the provisions of Article 26 of Law 4174/2013, may carry out a tax audit for the years for
which the State’s right to levy taxes is not time-barred. It is noted that for the Greek companies, on 31 December 2023 the fiscal years
were time-barred until 31 December 2017 in accordance with the provisions of par. 1 of article 36 of L.4174/2013. It is noted that
both the Company but also the Greek subsidiaries have not yet received a tax audit order for the open tax years, in addition to the
above mentioned one concerning the subsidiary Lion Rental S.A. The Management believes that in case of a tax audit, no findings
will arise, that may have an impact on the Corporate and Consolidated Financial Statements.
For the year 2023, the tax audit of the Certified Public Accountants for the delivery of a Tax Compliance Report is ongoing. Upon
completion of the tax audit, the Management does not expect significant tax liabilities to arise apart from those recorded and reflected
in the financial statements.
An analysis and agreement of the nominal amount of tax resulting from the application of the nominal rate to profit before tax in
relation to the actual tax arisen, follows:
GROUP 31 December 2023 31 December 2022 Profits before taxes 15.346.344.24 14.237.492.88 Tax Rate 22% 22% Income tax (based on the applicable tax rate) 3.376.195.73 3.132.248.43 Readjustment of an estimate for losses of 63.413.83 - previous years for which a tax asset is recognized Tax difference of a previous year 7.934.77 127.047.60 Difference in tax rate of the parent company and (83.052.85) (78.444.09) its subsidiaries Accounting differences 489.935,97 240.696.83 Reversal of excess interest 12.868.19 - Other adjustments (35.912,79) 318.090.17 3.831.382.85 3.739.638.94 Actual tax burden 3.831.382.85 3.739.638,94 Percentage of actual/effective rate 24.97% 26.27%
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
65
COMPANY 31 December 2023 31 December 2022 Profits before taxes 8.850.516.94 5.582.287.32 Tax Rate 22% 22% Income tax (based on the applicable tax rate) 1.947.113.73 1.228.103.21 Tax difference of a previous year 7.934.77 127.047.60 Accounting differences 425.949.79 46.623.29 Other adjustments (449.348.54) (140.081.16) 1.931.649.74 1.261.692.94 Actual tax burden 1.931.649.74 1.261.692.94 Percentage of actual/effective rate 21.83% 22.60%
Deferred income taxes are calculated on all temporary tax differences based on the tax rates expected to be in effect in the year in
which the claim will be satisfied or the liability will be settled and based on tax rates (and tax laws) which are in force or have been
established on the balance sheet date. The tax rate for Sociétés Anonymes in Greece for the period ended on 31 December 2023 and
2022 is 22%.
The Group estimates that in the coming years there will be taxable profits for its subsidiaries, which will offset part of the tax losses
that have been entered to date.
The transaction of the deferred income tax asset account has as follows:
GROUP COMPANY 31 December 31 December 31 December 2023 31 December 2022 2022 2023 Original balance 3.655.104.82 5.683.566.20 615.140.25 765.883.97 Other adjustments of foreign 3.015.57 - - - subsidiaries Direct charge of Equity 7.540.86 (19.181.95) 5.520.26 (16.573.79) (Charge)/credit in the comprehensive (1.094.601.63) (2.009.279.42) (11.485.41) (134.169.93) income statement Final balance 2.571.059.61 3.655.104.82 609.175.09 615.140.25
The deferred tax assets and liabilities are derived from the following data:
31 December 2022
comprehensive
31 December 2023
GROUP Entry in the Entry in the Other comprehensive income income statement Deferred tax assets - Provision for: - Slow moving stocks 81.456.46 (27.682.19) - 53.774.27 - Compensation of staff 6.657.57 29.158.27 7.540.86 43.356.70 - Fees of the BoD 225.720.00 (134.971.03) - 90.748.97 - Other provisions 220.203.92 83.113.54 - 303.317,46 - Tax losses 115.071.80 (63.413.83) - 51.657.97 - Excess interest 1.588.481.90 (904.305.13) - 684.176.77 - Depreciation of fixed assets 25.800.99 63.436.50 - 89.237.49 - Provision of Bad Debts 1.858.146.83 11.471.67 - 1.869.618.50 Total of Deferred Tax Assets 4.121.539.47 (943.192.19) 7.540.86 3.185.888.13 Deferred Tax Liabilities - Depreciation of tangible fixed assets (388.531.99) (226.296.52) - (614.828.51) Other Amounts (74.887.08) 74.887.08 - -
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
66
Total of Deferred Tax Liabilities (463.419.07) (151.409.44) - (614.828.51) Net Deferred tax assets 3.658.120,39 (1.094.601.63) 7.540.86 2.571.059.61
Entry in the Entry in the Other 31 December comprehensive comprehensive 31 December 2022 2021 income statement income Deferred tax assets - Provision for: - Slow moving stocks 73.659.96 7.796.50 - 81.456.46 - Compensation of staff 64.638.20 (41.217.63) (16.763.00) 6.657.57 - Fees of the BoD 238.480.01 (12.760.01) - 225.720.00 - Other provisions 174.765.11 42.423.24 - 217.188.35 - Tax losses 1.105.514.75 (990.442.95) - 115.071.80 - Excess interest 2.301.734.32 (713.252.42) - 1.588.481.90 - Depreciation of fixed assets 364.628.79 (338.827.80) - 25.800.99 - Provision of Bad Debts 1.980.431.52 (122.284.69) - 1.858.146.83 Total Deferred Tax Assets 6.303.852.66 (2.168.565.76) (16.763.00) 4.118.523.90 Deferred Tax Liabilities - Depreciation of fixed assets (581.079.22) 192.547.23 - (388.531.99) Other Amounts (39.207.24) (33.260.89) (2.418.95) (74.887.08) Total Deferred Tax Liabilities (620.286.46) 159.286.34 (2.418.95) (463.419.07) Net Deferred tax assets 5.683.566.20 (2.009.279.42) (19.181.95) 3.655.104.83 COMPANY Entry in the Entry in the Other 31 December 31 December 2022 comprehensive comprehensive income 2023 income statement Deferred tax assets - Provision for: - Slow moving stocks 63.421.57 (30.432.17) - 32.989.40 - Fees of the BoD 225.720.00 (134.971.03) - 90.748.97 - Other provisions 53.730.21 80.431.19 - 134.161.40 - Depreciation of fixed assets 19.546.66 49.587.38 - 69.134.04 - Provision of Bad Debts 294.884.61 63.54 - 294.948.15 Total Deferred Tax Assets 657.303.05 (35.321.09) - 621.981.96 Deferred Tax Liabilities - Depreciation of fixed assets - Compensation of staff (42.162.80) 23.835.69 5.520.26 (12.806.85) Total Deferred Tax Liabilities (42.162.80) 23.835.69 5.520.26 (12.806.85) Net Deferred tax assets 615.140.25 (11.485.40) 5.520.26 609.175.09 Entry in the Entry in the Other 31 December 31 December 2021 comprehensive comprehensive income 2022 income statement Deferred tax assets
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
67
- Provision for: - Slow moving stocks 54.905.40 8.516.17 - 63.421.57 - Compensation of staff 47.506.73 (30.932.94) (16.573.79) - - Fees of the BoD 238.480.01 (12.760.01) - 225.720.00 - Other provisions 39.463.25 14.266.96 - 53.730.21 - Depreciation of fixed assets 48.885.77 18.748.62 - 67.634.39 - Provision of Bad Debts 416.786.42 (121.901.81) - 294.884.61 Total Deferred Tax Assets 846.027.58 (124.063.01) (16.573.79) 705.390.78 Deferred Tax Liabilities - Depreciation of fixed assets (80.143.61) 32.055.88 - (48.087.73) - Compensation of staff - (42.162.80) - (42.162.80) Total Deferred Tax Liabilities (80.143.61) (10.106.92) - (90.250.53) Net Deferred tax assets 765.883.97 (134.169.93) (16.573.79) 615.140.2315. STAFF FEES
The total remuneration and fees of the staff presented in the attached financial statements is analyzed as follows:
GROUP COMPANY 31 December 31 December 31 December 31 December 2023 2022 2023 2022 Staff remuneration and fees included - in the cost of goods sold (note 7) 3.802.123.88 3.024.494.58 - - - in the Management Expenses (note 3.154.859.55 2.850.616.15 2.619.486.65 2.705.656.92 8) - in the Distribution costs (note 9) 7.511.368.37 6.110.270.91 3.998.319.49 3.153.398.29 14.468.351.80 11.985.381.64 6.617.806.14 5.859.055.21
The total payroll for the years 2023 and 2022 has weighed on the results of each relevant year.
16. DEPRECIATION/ AMORTIZATION
The total depreciation presented in the attached financial statements is analyzed as follows:
GROUP COMPANY 31 December 31 December 31 December 31 December 2023 2022 2023 2022 Depreciation included - in the cost of goods sold (note 7) 8.969.626.54 7.392.699.59 107.179.98 99.307.36 - in the Management Expenses 77.294.27 36.861.55 63.578.42 24.296.24 (note 8) - in the Distribution costs (note 9) 2.361.372.60 2.059.604.34 1.967.070.29 1.573.220.49 11.408.293.41 9.489.165.49 2.137.828.69 1.696.824.09
The above depreciation refers to the following categories of assets:
GROUP COMPANY 31 December 31 December 31 December 31 December 2023 2022 2023 2022 Depreciation/Amortization - tangible fixed assets (note 18) 9.020.080.58 7.849.118.61 1.124.658.59 921.938.70 - rights of use (note 20) 2.205.795.29 1.502.628.73 864.929.84 672.323.04 - intangible fixed assets (note 21) 182.417.55 137.418.15 148.240.26 102.562.35 11.408.293.41 9.489.165.49 2.137.828.69 1.696.824.09
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
68
17. EARNINGS PER SHARE
The basic earnings per share were calculated by dividing net profits allocated to shareholders of the parent company by the weighted
average number of shares in circulation during each year, excluding the average of common shares acquired as equity. The impaired
earnings per share were calculated by dividing the net profit/loss allocated to the shareholders of the parent company by the weighted
average number of shares as above, adjusted by the effect of the potential free disposal of shares excluding the average of the common
shares acquired as equity.
GROUP COMPANY 1.1– 31.12.2023 1.1– 31.12.2022 1.1– 31.12.2023 1.1– 31.12.2022 Gains used to calculate the basic/impaired 11.788.844.39 9.201.273.59 6.918.867.20 4.320.594.37 earnings per share Weighted Average of Shares Total shares 30.150.000 29.250.000 30.150.000 29.250.000 Basic equity weighting term 29.890.850 29.774.987 29.890.850 29.774.987 Total shares 30.150.000 29.250.000 30.150.000 29.250.000 Diluted equity weighting term 29.949.887 29.924.987 29.949.887 29.924.987 Earnings per share (in EUR): Basically 0.3944 0.3090 0.2315 0.1451 Impaired 0.3936 0.3075 0.2310 0.1444
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
69
18. TANGIBLE FIXED ASSETS
The Group’s tangible fixed assets presented in the attached financial statements are analyzed as follows:
Transportation
Immobilization
Fleet Furniture and Means under Buildings Machinery Interiors of Cars Utensils Execution Total Acquisition value 1 January 2022 2.387.814.33 1.060.723.75 3.825.919.09 38.615.534.48 5.700.776.57 - 51.590.768.22 Additions 255.718.47 129.222.70 1.863.668.62 26.583.630.62 421.718.19 - 29.253.958.60 Deductions-deletions - - - (10.625.34) - - (10.625.34) Sales - (0.01) (1.375.037.56) (8.478.236.96) - - (9.853.274.53) Exchange diff.. - (1.52) (6.20) - (29.23) - (36.95) Transfers - - - - - - - 31 December 2022 2.643.532.80 1.189.944.92 4.314.543.96 56.710.302.80 6.122.465.53 - 70.980.790.01 Additions 270.172.31 76.208.17 3.535.098.39 23.325.681.62 556.325.34 1.413.640.68 29.177.126.50 Deductions-deletions - - - 108.953,21 (123.529.79) (25.424.30) - (257.907.30) Sales - (11.363.10) (1.582.565.37) (16.448.881.03) (3.555.63) - (18.046.365.13) Exchange diff.. - (103.26) (525.84) - (1.517.68) - (2.146.78) Sales - - - - - - - 31 December 2023 2.913.705.11 1.254.686.73 6.157.597.93 63.463.573.60 6.648.293.26 1.413.640.68 81.851.497.30 Accumulated depreciation 1 January 2022 1.055.627.52 823.261.43 1.489.358.40 11.815.608.92 4.579.427.70 - 19.763.283.98 Depreciation/Amortization of the year 212.245.80 59.652.89 492.037.95 6.706.157.74 379.024.23 - 7.849.118.61 (note 16) Deductions-deletions - - - - - - - Sales - - (262.545.18) (3.128.562.38) - - (3.391.107.56) Exchange Differences - (6.06) (112.09) - (43.28) (161.43) Transfers - - - - - - - 31 December 2022 1.267.873.32 882.908.26 1.718.739.09 15.393.204.28 4.958.408.64 - 24.221.133.60 Depreciation/Amortization of the year 251.118.50 73.504.05 617.869.47 7.640.669.27 436.919.29 - 9.020.080.58 (note 16/ Additions) Deductions-deletions - - (28.883.79) - (25.864.49) - (54.748.28) Sales - (11.363.03) (398.894.66) (6.600.439.75) (1.380.65) - (7.012.078.09) Exchange Differences - (78.33) (491.05) - (1.458.60) (2.027.98) 31 December 2023 1.518.991.83 944.970.95 1.908.339.05 16.433.433.80 5.366.624.19 - 26.172.359.83 Residual Value 1 January 2022 1.332.186.81 237.462.32 2.336.560.69 26.799.925.56 1.121.348.87 - 31.827.484.25 31 December 2022 1.375.659.48 307.036.66 2.595.804.87 41.317.098.52 1.164.056.89 - 46.759.656.42 31 December 2023 1.394.713.28 309.715.78 4.249.258.87 47.030.139.80 1.281.669.06 1.413.640.68 55.679.137.48
On the Group’s Car Fleet, there are encumbrances, under the syndicated bond loan agreement, concluded by the subsidiary Lion Rental S.A., as described in note 33.
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
70
18. TANGIBLE FIXEDASSETS (CONTINUED)
Transportation
Immobilization
The Group’s tangible fixed assets presented in the attached financial statements are analyzed as follows: Furniture and Means under Buildings Machinery Interiors of Utensils Execution Total Acquisition value 1 January 2022 1.349.873.52 929.088.25 3.599.477.37 4.201.509.87 - 10.079.949.01 Additions 48.228.31 117.442.64 1.779.040.46 267.286.88 - 2.211.998.29 Sales - (0.01) (1.309.950.41) - - (1.309.950.42) 31 December 2022 1.398.101.83 1.046.530.88 4.068.567.42 4.468.796.75 - 10.981.996.88 Additions 231.897.31 69.591.36 3.339.420.27 414.701.34 1.413.640.68 5.469.250.96 Deductions-deletions - - - - - - Sales - (11.363.10) (1.566.236.56) (3.555.63) - (1.581.155.29) Exchange diff.. - - - - - - Sales - - - - - - 31 December 2023 1.629.999.14 1.104.759.14 5.841.751.13 4.879.942.46 1.413.640.68 14.870.092.55 Accumulated depreciation 1 January 2022 373.305.53 712.779.19 1.383.915.48 3.370.132.01 - 5.840.132.21 Depreciation/Amortization of the year (note 148.726.39 50.060.70 434.589.80 288.561.81 - 921.938.70 16) Deductions-deletions - - - - - - Sales - - (248.265.90) - - (248.265.90) Exchange Differences - - - - - - Transfers - - - - - - 31 December 2022 522.031.92 762.839.89 1.570.239.38 3.658.693.82 - 6.513.805.01 Depreciation/Amortization of the year (note 174.404.08 66.739.50 544.223.93 339.291.08 - 1.124.658.59 16/ Additions) Deductions-deletions - - - - - - Sales - (11.363.03) (390.182.27) (1.380.65) - (402.925.95) Exchange Differences - - - - - - 31 December 2023 696.436.00 818.216.36 1.724.281.04 3.996.604.25 - 7.235.537.65 Residual Value 1 January 2022 976.567.99 216.309.06 2.215.561.89 831.377.86 - 4.239.816.80 31 December 2022 876.069.91 283.690.99 2.498.328.04 810.102.93 - 4.468.191.87 31 December 2023 933.563.14 286.542.78 4.117.470.09 883.338.21 1.413.640.68 7.634.554.90
On the Company’s fixed assets, there are no encumbrances or other type of commitments.
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS AS
OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
71
19. GOODWILL
The goodwill arising from the consolidation of undertakings resulting from an acquisition for the years 2023 and 2022 shall be analyzed
as follows:
(Amounts in EUR) Goodwill Net book value on 1/1/2022 2.134.759.69 Additions - Sales – Reductions - Impairment - Absorption of a subsidiary - Net book value on 31/12/2022 2.134.759.69 Additions - Sales – Reductions - Impairment - Net book value on 31/12/2023 2.134.759.69
The goodwill that appears in the financial statements is the goodwill that resulted from the acquisition of Lion Rental S.A. within the
year 2018 and was finalized in the year 2019.
- Impairment Testing Goodwill
The Group checked the goodwill for any impairment of its value in the current use. The recoverable amount of goodwill has been
determined on the basis of the year-based value, calculated using the discounted cash flow method. In determining the year-based value,
the Management uses assumptions that it considers reasonable and based on the common place (consensus) of the estimates given by
international rating agencies and analysts as well as on the best possible information available to it and valid on the reporting date of
the financial statements. The impairment test carried out did not require de-recognition of goodwill.
- Assumptions used to determine the year-based value.
The Group for the determination of the recoverable value of cash-generating units was based on business plans prepared by the
Management, which have included the necessary revisions to reflect the current economic situation and reflect previous experience,
provisions of sectoral studies and other available information from external sources. The main assumptions that the Group uses to
determine the estimated future cash flows have as follows:
- Weighted average cost of capital (WACC)
The WACC method reflects the discount rate of future cash flows, according to which the cost of equity and the cost of long-term loans
are weighted in order to calculate the cost of total capital. Given the determination of all cash flows of business plans in the EURO
currency as risk-free return, the yield of the thirty-year German bond was used. For the assessment of the country and market risk
premium, market data were taken into account, while for the assessment of the beta rate, the volatility of similar listed companies was
taken into account. The WACC of Lion Rental S.A. was estimated at 8.84%. In addition to the above estimations regarding the
determination of the year-based value of the CFGU, no changes in the circumstances that might affect its other assumptions have been
communicated or made known to the Management.
Reference to sensitivity analysis is given in Note 5 above.
- Drawing up of business plans
Business plans shall be drawn up for a maximum period of 5 years and shall be based on newly prepared budgets and estimates. The
expected development of turnover for the next five years was based on division analysis, historical data but also management estimates
for the outcome of specific strategic actions (product differentiation, promotion, pricing policy, etc.). The development of the cost data
was based on the planned network of rental stations and their staffing as well as the maintenance needs of the car fleet using reasonable
assumptions.
The investment plan considered the purchase of a sufficient fleet of cars, within the framework of the Group’s financial capacity, for
the implementation of the above actions as well as the policy of maximum retention time.
Cash flows beyond 5 years are deduced by estimating a terminal flow and taking into account a continuous growth rate of 2%.
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS AS
OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
72
20. RIGHTS OF USE OF ASSETS
The Leases are recognized in the financial position statement as a right to use an asset and a lease obligation on the date the leased fixed
asset becomes available for use. The recognized rights to use the assets relate to the following categories of fixed assets and are presented
in the item “Rights of use of assets”:
GROUP COMPANY 31 December 31 December 31 December 31 December 2023 2022 2023 2022 Rights to use land parcels and buildings 5.926.250.21 6.900.751.71 3.970.058.73 4.302.958.72 Rights of use of means of transport 418.266.38 260.010.57 496.300.07 360.776.33 Rights of use of assets 6.344.516.61 7.160.762.28 4.466.358.80 4.663.735.05
The Group presents the lease obligations of an amount of € 5.032.690,56 in the “Non-Current Lease Liabilities” and of an amount of €
1.436.003,56 in the “Current Lease Liabilities payable in the next year” in the financial position statement.
On 31/12/2023, the Group recognized € 6/344.516,61 rights of use and € 6.468.694,12 lease liabilities while the Company €
4.466.358,80 and € 4.765.451,09 accordingly. For the period ended on 31/12/2023 the Group recognized €2.205.795,28 depreciation
and € 313.728,56 financial expenses while the Company € 864.929,84 and € 207.553,28 accordingly.
The breakdown of lease liabilities for subsequent years and the recognized rights of use of assets by asset category is set out:
GROUP Up to 1 year From 1 to 5 years later than 5 years Total Liabilities from Leases 1.691.445.19 4.634.946.24 904.444.30 7.230.835.73 Financial expense 255.441.63 477.073.23 29.626.75 762.141.61 Net Current Value 1.436.003.56 4.157.873.01 874.817.55 6.468.694.12
COMPANY Up to 1 year From 1 to 5 years later than 5 years Total Liabilities from Leases 1.021.991.98 3.588.467.77 757.171.30 5.367.631.05 Financial expense 186.203.81 390.456.69 25.519.46 602.179.95 Net Current Value 835.788.17 3.198.011.08 731.651.84 4.765.451.09
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS AS
OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
73
20. RIGHTS OF USE OF ASSETS (CONTINUED)
(Amounts in EUR) GROUP Transportation Stadiums & Means Total Buildings Interiors Balance on the 1st of January 2022 5.707.008.23 42.998.56 5.750.006.80 Additions 2.579.519.12 333.865.09 2.913.384.21 Depreciation/Amortization (1.385.775.66) (116.853.09) (1.502.628.73) 31 December 2022 6.900.751.69 260.010.57 7.160.762.28 Balance on the 1st of January 2022 6.900.751.69 260.010.57 7.160.762.28 Additions 707.698.70 681.850.92 1.389.549.62 Depreciation/Amortization (1.682.200.18) (523.595.11) (2.205.795.29) 31 December 2023 5.926.250.21 418.266.38 6.344.516.61
(Amounts in EUR) COMPANY Transportation Stadiums & Means Total Buildings Interiors of Balance on the 1st of January 2022 3.807.402.82 148.696.63 3.956.099.45 Additions 1.091.118.64 288.840.00 1.379.958.64 Depreciation/Amortization (595.562.74) (76.760.31) (672.323.04) 31 December 2022 4.302.958.72 360.776.33 4.663.735.05 Balance on the 1st of January 2023 4.302.958.72 360.776.33 4.663.735.05 Additions 400.389.59 267.164.00 667.553.59 Depreciation/Amortization (733.289.58) (131.640.26) (864.929.84) 31 December 2023 3.970.058.73 496.300.07 4.466.358.80
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
74
21. INTANGIBLE ASSETS- ROYALTIES
Intangible assets include software programs and royalty rights presented in the attached financial statements are analyzed as follows:
GROUP COMPANY Software Software Programs & Royalties Total Royalties Total programs Other Intangibles Acquisition value 1 January 2022 2.280.431.17 830.000.00 3.110.431.17 1.865.148.85 830.000.00 2.695.148.85 Additions 148.172.00 - 148.172.00 106.732.00 - 106.732.00 Deductions-deletions - - - - - - Transfers - - - - - - Exchange differences (2.62) - (2.62) - - - 31 December 2022 2.428.600.55 830.000.00 3.258.600.55 1.971.881 830.000 2.801.880.85 Additions 375.743.74 - 375.743.74 353.334 - 353.333.97 Deductions-deletions (2.006.88) - (2.006.88) - - - Transfers - - - - - - Exchange differences (136.92) - (136.92) - - - 31 December 2023 2.802.200.50 830.000 3.632.200.50 2.325.214.82 830.000.00 3.155.214.82 Accumulated depreciation 1 January 2022 1.698.287.09 829.999.90 2.528.286.99 1.477.421.80 829.999.90 2.307.421.70 Depreciation/Amortization of the year (note 16) 137.418.15 - 137.418.15 102.562.35 - 102.562.35 Additions Deductions-deletions - - - - - - Transfers - - - - - - Exchange differences (3.22) - (3.22) - - - 31 December 2022 1.835.702.02 829.999.90 2.665.701.92 1.579.984.15 829.999.90 2.409.984.05 Depreciation/Amortization of the year (note 16) 182.417.55 - 182.417.55 148.240.26 - 148.240.26 Additions Deductions-deletions (2.006.88) - (2.006.88) - - - Transfers - - - - - - Exchange differences (137.09) - (137.09) - - - 31 December 2023 2.015.975.60 829.999.90 2.845.975.50 1.728.224.41 829.999.90 2.558.224.31 Residual Value 1 January 2022 582.144.08 0.10 582.144.18 387.727.05 0.10 387.727.15 31 December 2022 592.898.53 0.10 592.898.63 391.896.70 0.10 391.896.80 31 December 2023 786.224.90 0.10 786.224.99 596.990.41 0.10 596.990.51
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
75
22. INVENTORY
The inventory presented in the attached financial statements are analyzed as follows:
31 December
31 December
GROUP COMPANY 31 December 2023. 31 December 2023 2022 2022 Motorcycles and related goods 14.039.334.21 6.655.305.42 11.089.508.58 5.338.694.98 Marine engines and related goods 4.248.644.83 1.758.757.90 2.915.054.87 1.347.603.04 Cars 1.433.456.93 2.921.871.95 1.433.456.93 2.113.682.55 Spare parts - Accessories - 3.214.906.58 3.515.540.87 1.183.628.71 1.712.098.42 Lubricants Total 22.936.342.55 14.851.476.14 16.621.649.09 10.512.078.99 Provision for slow moving stocks (293.087.52) (422.252.40) (149.951.83) (288.279.87) Total Inventory 22.643.255.03 14.429.223.74 16.471.697.26 10.223.799.12
The Group and Company inventory is not subject to encumbrances.
The inventory shall be valued at the lowest price between historical cost and net realizable value. For the estimation of the net
realizable value, the Management takes into account the selling price minus the selling costs.
The provision for impairment of inventory mainly concerns inventory of spare parts and is formed if the Group’s Management
considers that this is required and always based on the spare parts security inventory that the company is obliged to have for all the
models circulated in the market.
The transaction of the provision, which has increased the cost of sold goods in the relevant year, has as follows:
31 December
31 December
GROUP COMPANY 31 December 2023 31 December 2023 2022 2022 Original balance (422.252.40) (421.219.19) (288.279.87) (249.570.00) Additional provision (67.081.79) (4.126.90) (54.581.86) (38.709.87) Destruction of Inventory 97.298.78 3.093.69 97.298.78 - Reversal of unused provision 98.947.89 - 95.611.12 - Final balance (293.087.52) (422.252.40) (149.951.83) (288.279.87)
23. TRADE RECEIVABLES
The trade receivables/assets presented in the attached financial statements are analyzed as follows:
31 December
31 December
GROUP COMPANY 31 December 2022. 31 December 2022 2023. 2023 Open Customers’ Balances 19.009.571.66 18.730.108.42 3.315.142.68 2.244.870.21 Cheques receivable 2.546.238.96 2.599.008.34 195.586.56 243.337.30 Notes receivable 573.755.52 573.755.52 452.908.93 452.908.93 22.129.566.14 21.902.872.28 3.963.638.17 2.941.116.44 Minus provision for bad debts (13.382.042.25) (13.286.577.51) (1.382.156.62) (1.324.268.19) Customers’ balance 8.747.523.90 8.616.294.77 2.581.481.55 1.616.848.25
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
76
The provision for bad debts is formed on specific customers’ balances which the Management considers risky in terms of their
collection as well as with a provision for a credit loss based on the maturity of the balances, on the basis of its historical data. The
credit policy for the collection of receivables varies between 60-115 days, a base on which the following balance maturity table was
drawn up. There are no encumbrances on the receivables/assets. The transaction of the provision for bad debts has as follows:
31 December
31 December
GROUP COMPANY 31 December 2023 31 December 2023 2022 2022 Original balance (13.286.577.51) (13.391.941.44) (1.324.268.19) (1.132.184.92) Additional under IFRS9 11.775.66 (33.439.37) (15.621.60) (13.046.39) Additional provision (107.240.40) 105.745.57 (42.266.83) (179.036.88) Deletion of bad debts - 33.057.72 - - Final balance (13.382.042.25) (13.286.577.51) (1.382.156.62) (1.324.268.19)
The transaction of the above provisions has been recorded in the distribution costs.
The maturity of outstanding debt has as follows:
GROUP COMPANY 31 December 31 December 2023 31 December 2023 31 December 2022 2022 Current Assets / Receivables 7.640.640.70 7.672.905.56 1.917.452.66 1.246.373.66 Outstanding Debt: up to 30 days 611.092.83 658.261.61 452.784.00 238.489.12 31 - 90 days 291.065.12 190.680.55 73.867.73 36.673.15 91 - 180 days 142.539.19 39.742.41 75.176.51 20.951.93 over 180 days 13.444.228.32 13.341.282.15 1.444.357.27 1.398.628.58 Total Outstanding Debt 14.488.925.46 14.229.966.72 2.046.185.51 1.694.742.78 Total Assets/ Receivables 22.129.566.14 21.902.872.28 3.963.638.17 2.941.116.44 Provision for bad debts (13.382.042.25) (13.286.577.51) (1.382.156.62) (1.324.268.19) Total Trade Receivables 8.747.523.90 8.616.294.77 2.581.481.55 1.616.848.25
The carrying amount of the above assets/receivables reflects their fair value.
Note that the maturity of trade receivables is analyzed in the Credit Risk Management, in Note 36.
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
77
24. OTHER RECEIVABLES/ ASSETS
The other receivables/assets presented in the attached financial statements are analyzed as follows:
GROUP COMPANY 31 December 31 December 31 December 31 December 2023. 2022. 2023. 2022. Advance Payments and credits 88.029.16 46.502.17 - - Advance payments to suppliers 232.099.66 74.788.25 232.099.66 74.788.25 The Greek State 32.363.05 33.890.69 442.63 442.63 Staff loans 38.006.51 30.222.85 20.301.03 20.617.75 Other Debtors 573.032.99 540.601.39 543.981.98 517.041.85 Year-End Revenue receivable 24.147.27 72.630.01 24.147.27 72.630.01 Non-Current Assets receivable in a subsequent 30.266.21 30.266.21 30.266.21 30.266.21 fiscal period/year Total of Other Receivables/Assets 1.017.944.85 828.901.56 851.238.78 715.786.70
25. EXPENSES OF SUBSEQUENT FISCAL YEARS
The expenses of subsequent fiscal years presented in the attached financial statements are analyzed as follows:
GROUP COMPANY 31 December 31 December 31 December 2023. 31 December 2022 2023 2022 Premiums 271.298.50 1.369.115.56 195.389.83 183.152.25 Rents - 67.133.89 - - Vehicle Registration Fees 288.512.11 160.517.31 - - Other Amounts 283.764.67 274.536.00 171.513.08 223.386.61 Total of Other Receivables/Assets 843.575.28 1.871.302.76 366.902.91 406.538.86
26. TREASURY AND EQUIVALENTS
The treasury (cash) presented in the attached financial statements are analyzed as follows:
GROUP COMPANY 31 December 2023. 31 December 2022 31 December 2023 31 December 2022 Treasury Fund 30.128.02 31.264.71 8.121.64 5.128.60 Current Deposits 2.506.722.61 6.396.771.33 34.163.99 4.062.876.51 Total 2.536.850.64 6.428.036.04 42.285.66 4.068.005.11
The table below shows the composition of the treasury (cash) per currency (expressed in euros):
GROUP COMPANY 31 December 2023 31 December 2022 31 December 2023 31 December 2022 Cash Available in: - Euros 1.862.075.34 1.139.117.55 42.285.66 4.068.005.11 - Bulgarian Leva 410.047.33 367.200.58 - - (BNG) - Romanian Leu 264.727.97 4.921.717.91 - - (Ron) Total 2.536.850.64 6.428.036.04 42.285.66 4.068.005.11
All cash and cash equivalents relate to current (demand) deposits.
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
78
27. PROVISION FOR ALLOCATION OF BONUS SHARES TO MEMBERS OF THE MANAGEMENT
This reserve concerns the rights of members of the Management to receive bonus shares on the basis of a service contract.
The amount of € 160.727,43 concerns rights of members of the Management approved by the General Assembly in a previous year,
for which the vesting date has lapsed without being exercised, and it cannot be reversed.
The stock options that were registered on 31 December 2022 amount to 900.000 shares with a weighted average share price per share
of € 1.14. The Ordinary General Assembly dated 12 June 2023 decided by a majority to proceed to the distribution of bonus stock
options to the former CEO of the Company, as follows: The above shares should come from the capitalization of the special reserve
‘reserve for the distribution of bonus shares to members of the management’, amounting to EUR 1.026.000, with the issue of 900.000
new common registered shares, with voting rights, of a nominal value of EUR 0,36 each; that is, the share capital of the Company
should be increased by the amount of 324.000 EUR by capitalization of the special reserve “reserve for the distribution of bonus
shares to members of the management” and issue of 900.000 new common registered shares, with voting rights, of a nominal value
of 0,36 EUR each, resulting in the difference amount of 702.000 EUR (1.026.000 – 324.000), credited to the account “share
premium”. The above capitalization of the relevant reserve took place on 22.06.2023.
In addition, the ordinary General Assembly dated 12 June 2023 decided by a majority:
(a) that up to 781.250 equity shares will be allocated to specific directors of the Company and its subsidiaries, in order to reward
them for their efforts and their contribution to the achievement of the Company’s and its subsidiaries’ objectives, to retain these
executives, but also to create incentives to attract new worthy and competent executives, an arrangement that serves and ensures the
long-term interests and sustainability of the Company and its associated companies, as follows: (i) up to 50.000 shares will be
allocated by 31.12.2023; and (ii) up to 731.250 shares will be allocated by 31.12.2027. In addition, the Ordinary General Assembly
dated 12 June 2023 authorized by majority the Board of Directors to take any action necessary to implement the decision, such as to
determine the beneficiaries and the specific conditions of distribution (indicatively, to determine the management officers who will
be entitled to receive up to 781.250 equity shares, their, where appropriate, corporate and individual objectives, the general allocation
criteria and the way of allocation of the shares, and in addition the exact time of distribution, etc.), according to the relevant proposals
of the Remuneration and Human Resources Committee of the Company. In implementation of the decision of the Ordinary General
Assembly of its Shareholders dated 12.06.2023 and in accordance with its terms of the delegated by it decision of its Board of
Directors dated 2 October 2023, on 13 October 2023, it made available free of charge, through an over-the-counter transfer, to
executives of the Company itself and of its subsidiaries, “LION RENTAL S.A.” and “MOTODIKTIO S.A.” specifically mentioned
in the above decision of its Board of Directors, a total of 34.000 treasury shares (common registered shares with voting rights), of a
total value of €94.520,00, derived after taking into account the closing price of €2,78 of the previous business day. The above treasury
shares, which were granted free of charge to the above executives with a holding obligation for a period of two (2) years, were
acquired in the framework of a program for the acquisition of the Company’s own shares, which had been approved under the
resolution dated 16.06.2022 of the Ordinary General Meeting of its Shareholders and the decision of its Board of Directors dated
06.07.2022, with an average acquisition price of €2,32. In application of the above decision of the Ordinary General Assembly of the
Company’s Shareholders and in accordance with its terms, on 9. February 2024, the Board of Directors of the Company determined
the specific terms of the above disposal, the beneficiaries and the criteria for determining the exact number of shares they will receive.
By 31/12/2023 the reserve for the free allocation of shares to the beneficiaries amounts to €33.158,77;
(b) up to 731.250 own shares will be granted by 31.12.2027 to the Chairman of the Board of Directors and CEO, in implementation
of a term of his employment contract dated 28.12.2022, which was concluded upon the authorisation dated 24.10.2022 provided by
the Board of Directors of the Company, duly registered, in accordance with article 101 par. 2 of L. 4548/2018, in the G.C.R. (GEMI)
on 02.12.2022 with Registration Code Number 3346936. The stock options to the Chairman of the Board of Directors and CEO,
which are in circulation on 31/12/2023 amount to €390.184,80.
28. SHARE CAPITAL
On 31 December 2021 and 2022, the Company’s share capital amounted to € 10.530.000 divided into 29.250.000 shares, each with
a nominal value of € 0,36. On 31 December 2023, the Company’s share capital amounted to € 10.854.000 divided into 30.150.000
shares, each with a nominal value of € 0,36.
On 31 December 2021 and 2022, the share premium for the Company amounted to € 9.042.787,31. On 31 December 2023, the share
premium for the Company amounted to € 9.744.463,31.
The Ordinary General Assembly as of 12 June 2023 decided by majority the free allocation of 900.000 shares, which had been
registered on 31.12.2022, with a weighted average share price per share of €0,36 to the former CEO of the Company, as follows: The
above shares should come from the capitalization of the special reserve ‘reserve for the distribution of bonus shares to members of
the management’, amounting to EUR 1.026.000, with the issue of 900.000 new common registered shares, with voting rights, of a
nominal value of EUR 0,36 each; that is, the share capital of the Company should be increased by the amount of 324.000 EUR by
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
79
capitalization of the special reserve “reserve for the distribution of bonus shares to members of the management” and issue of 900.000
new common registered shares, with voting rights, of a nominal value of 0,36 EUR each, resulting in the difference amount of 702.000
EUR (1.026.000 – 324.000), credited to the account “share premium”. The above capitalization of the relevant reserve took place on
22.06.2023.
29. RESERVES
The reserves presented in the attached financial statements are analyzed as follows:
GROUP COMPANY 31 December 31 December 31 December 31 December 2023 2022 2023 2022 Regular reserve 2.570.195.48 1.893.655.84 1.725.071.75 1.379.128.39 Special reserve 15.568.79 15.568.79 15.568.80 15.568.80 ref. to Reserve under special law provisions 3.439.68 3.439.68 3.439.68 3.439.68 Reserve Actuarial Gains/Losses (42.219.87) (15.684.39) 18.297.38 37.869.21 Reserve of options not exercised 160.727.43 160.727.43 160.727.43 160.727.43 Reserve of valid options 423.343.57 1.026.000.00 412.495.33 1.026.000.00 Purchase of Equity Shares (911.700.37) (132.389.81) (911.700.37) (132.389.81) 2.219.354.71 2.951.317.54 1.423.900.00 2.490.343.70
According to the Greek Commercial Law, companies are obliged to make up 5% of the net profits of each year as a regular reserve
until it reaches one third of their paid-up share capital. During the term of the company, the distribution of the regular reserve is
prohibited. For the year ended on 31 December 2023 the Group formed an additional regular reserve of € 676.739,92 while the parent
company formed an additional regular reserve of € 345.943,36.
The special reserve of € 15.568,80 which was formed during the fiscal year 2009 concerns a dividend of treasury shares held by the
company on the date of the Ordinary General Assembly’s meeting, which due to technical difficulties, was not distributed.
The tax-free reserves of special provisions of law relate to profits for the year which are exempt from taxation under special law
provisions (provided that there are sufficient profits for their formation). These reserves concern investments and are not distributed.
In the case of their distribution, income tax is paid on the amounts distributed under the applicable tax rates. As provided for in IAS
12 ‘income taxes’, deferred taxes on the above tax-free reserves have not been accounted for.
Treasury Shares
The General Assembly of the Shareholders of the Company dated 26 June 2020, approved a program for the acquisition of the
Company’s own shares (treasury shares) in order to proceed to their possible future allocation to the staff with a maximum number
of shares, to be acquired, 1.462.500 (up to 5% of the share capital), with a minimum purchase price of €0,36 per share and a maximum
purchase price of €3 per share.
The duration of the program was from 26.06.2020 to 25.06.2022 and the General Assembly instructed the Board of Directors to
implement the Program for the acquisition of own shares (treasury shares). The Board of Directors of the Company in its meeting as
of 03.08.2020 decided to proceed with the implementation of the Program for the acquisition of own shares (treasury shares).
In accordance with the above provisions, the General Assembly of the Company’s Shareholders dated 16 June 2022 approved the
extension of the validity of the decision of the General Assembly of the Shareholders on the acquisition of own shares, dated
26.06.2020. and, in particular, the extension of the period for the acquisition of the Company’s own shares until the maximum allowed
number of 1.462.500 shares is reached, for another twenty-four (24) months, i.e. from 26.06.2022 to 26.06.2024 and, moreover, the
amount of € 4,00 was approved as the maximum share acquisition price and the amount of € 0,36 as the minimum share acquisition
price. The Board of Directors of the Company, on the 6th of July 2022, unanimously decided to start the implementation of the
Program for the acquisition of own shares in accordance with the above conditions.
In implementation of the decision of the Ordinary General Assembly of its Shareholders dated 12.06.2023 and in accordance with its
terms of the delegated by it decision of its Board of Directors dated 2 October 2023, on 13 October 2023, it made available free of
charge, through an over-the-counter transfer, to executives of the Company itself and of its subsidiaries, “LION RENTAL S.A.” and
“MOTODIKTIO S.A.” specifically mentioned in the above decision of its Board of Directors, a total of 34.000 treasury shares
(common registered shares with voting rights), of a total value of €94.520,00, derived after taking into account the closing price of
€2,78 of the previous business day.
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
80
The above treasury shares, which were granted free of charge to the above executives with a holding obligation for a period of two
(2) years, were acquired in the framework of a program for the acquisition of the Company’s own shares, which had been approved
under the resolution dated 16.06.2022 of the Ordinary General Assembly of its Shareholders and the decision of its Board of Directors
dated 06.07.2022, with an average acquisition price of €2,3128.
During the financial year 2023 a total of 320.947 treasury shares were acquired with an average acquisition price of €2,673 each,
with a total purchase value of €857.946,00 and a total of 34.000 treasury shares with an average acquisition price of € 2,3128 each,
with a total purchase value of €78.635,59. Therefore, in total by 31.12.2023, the Company held 370.443 shares with an average
acquisition price of € 2,4611 each, with a total value of € 911.700,37 corresponding to 1,23 % of its share capital.
The transaction of the Company’s treasury shares is displayed in the following table:
Number of Shares Cost of Equity Shares Balance on the 1st of January 2022 57.368 59.540.90 Acquisition of new shares 65.267 128.573.84 Sale / Cancellation of shares (39.139) (55.724.93) Balance on the 31st of December 2022 83.496 132.389.81 Acquisition of new shares 320.947 857.946.15 Sale / Cancellation of shares (34.000) (78.635.59) Balance on the 31st of December 2023 370.443 911.700.37
30. DIVIDENDS
According to the provisions of Greek commercial law, companies are obliged to distribute dividends each year corresponding to at
least 35% of profit after tax and after the formation of the statutory regular reserve. The non-distribution of dividend is subject to the
approval of at least 70% of the shareholders of the ordinary General Assembly.
As regards foreign companies, profits, if any, are distributed under the applicable national legislation.
For the year 2022, the ordinary General Assembly as of 12 June 2023, after a proposal from the Board of Directors, decided to
distribute a dividend of EUR 2.632.500,00 from the retained earnings on the 31st of December 2022, which took place on the 21st
of June 2023.
For 2023, the Board of Directors’ proposal on the distribution of dividend to shareholders is € 0,12 per share and is subject to the
approval of the Ordinary General Assembly.
31. PROVISION FOR STAFF COMPENSATION
On the 31st of December 2023 and 2022, the recognized obligation to compensate staff concerned the parent Company and its Greek
subsidiaries. Under Greek labor law, the employees under certain conditions are entitled to compensation when they retire. The
relevant legislation determines the sum of the compensation that employees are entitled to receive upon their retirement, which
usually depends on some factors, such as their age, years of experience and remuneration. This liability constitutes a liability for the
granting of specified benefits and is determined by deducting the estimated cash flows of employee retirement benefits for the period
of the last 16 years before the employees leave the service; according to the conditions for the establishment of a right to full pension.
The Group and the Company charge the statement of comprehensive Income for accrued benefits in each period with a corresponding
increase in the pension liability, while the actuarial gains or losses are recorded in the Company charge the other comprehensive
income. Payments of benefits made to the retirees in each period shall be charged against this liability. We note that on the 31st of
December 2023 there was no relevant liability for foreign subsidiaries.
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
81
The transaction of the net liability of the provision for staff compensation for the parent company and the Group based on an actuarial
study has as follows: GROUP COMPANY 31 December 31 December 31 December 31 December 2023. 2022. 2023 2022 Net liability at the start of the fiscal 231.911.19 295.356.18 152.137.52 215.939.66 year - Actual benefits paid (72.291.65) (162.867.30) (15.083.33) (96.434.83) - Expenses recognized in the profit/loss 124.959.34 186.612.99 48.092.00 107.968.08 statement - Expenditure to be entered in the statement of comprehensive income 34.275.61 (87.190.68) 25.092.09 (75.335.39) (actuarial gains/losses) Net year-end liability 318.854.46 231.911.19 210.238.28 152.137.52
The Company’s liability to pay compensation due to retirement was based on the actuarial study prepared by an independent company
of internationally recognized actuaries. For the subsidiary companies Motodiktio S.A. and Lion Rental S.A., corresponding actuarial
studies were carried out.
The details and main assumptions of the actuarial study on 31
st
December 2023 and 2022 have as follows:
GROUP COMPANY 31 December 31 December 31 December 31 December 2023 2022 2023 2022 stPresent value of the liability on the 31 of 318.854.46 231.911.19 210.238.28 152.137.52 December. Net balance sheet liability on the 31st of 318.854.46 231.911.19 210.238.28 152.137.52 December. Profit and Loss Statement for the fiscal year: Current Service Cost 44.173.79 50.789.95 26.983.07 32.637.05 Interest Cost 8.388.42 1.277.83 5.523.52 972.83 Cost of previous service losses/(gains) from 72.397.13 134.545.20 15.585.41 74.358.20 cuts and settlements Internal movements - - - - Total expenditure to be recorded in the profit and loss statement of the fiscal 124.959.34 186.612.98 48.092.00 107.968.08 year. Changes in the present value of the liability Present value of the liability at the start of 231.911.19 295.356.18 152.137.52 215.939.66 the fiscal year. Current Service Cost 44.173.79 50.789.95 26.983.07 32.637.05 Interest Cost 8.388.42 1.277.83 5.523.52 972.83 Benefits paid within the current year 72.291.65 (162.867.30) 15.083.33 (96.434.83) Actuarial loss/(gains) on liability 34.275.60 (87.190.68) 25.092.09 (75.335.39) Cost of Previous Service 72.397.14 134.545.21 15.585.41 74.358.20 Internal movements - - - - Present Year-End Value of the liability. 318.854.46 231.911.19 210.238.28 152.137.52 Basic assumptions: Discount rate 3.63% 3.63% 3.08% 3.63% Pay Increase Rate 3.50% 1.70% 3.50% 1.70% Average expected duration of working 21,07 20,22 19,32 18,36 period
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
82
Sensitivity analysis:
In order to quantify the effect that potential deviations of the main assumptions would have on the liability, we carried out a series
of sensitivity checks per company.
MOTODYNAMICS MOTODIKTIO LION RENTAL Effect Liability (€) Effect (%) Liability (€) Effect (%) Liability (€) (%) Basic scenario 210.238.28 - 47.145.87 - 61.470.35 - Discount rate +0,1% 208.706.00 -0.73% 46.912.00 -0.50% 61.079.00 -0.64% Discount rate -0,1% 211.785.00 0.74% 47.382.00 0.50% 61.866.00 0.64% Wage Increase of +0.1% 211.457.00 0.58% 47.352.00 0.44% 61.762.00 0.48% Wage Increase of -0.1% 209.029.00 -0.58% 46.942.00 -0.43% 61.181.00 -0.47%
The additional cost of the additional benefits relates to benefits paid to employees who were made redundant. Most of these benefits
were not expected under this program and were therefore treated as an additional pension charge in the statement of comprehensive
income.
Employer contributions to defined contribution schemes.
The Group’s contributions to the social security funds for the year ended on 31 December 2023 and 2022 amounted to Euro
1.943.102,28 and Euro 1.619.401,14, respectively and is included in the payroll cost as analyzed in the relevant items of the statement
of comprehensive income.
The Company’s contributions to the social security funds for the annual period ended on 31 December 2023 and 2022 amounted to
Euro 896.073,93 and Euro 725.714,74, respectively and is included in the payroll cost as analyzed in the relevant items of the
statement of comprehensive income.
32. TRADE LIABILITIES
The trade liabilities presented in the attached financial statements are analyzed as follows:
GROUP COMPANY 31 December 2023. 31 December 2022. 31 December 2023 31 December 2022 Suppliers 24.658.713.38 16.691.921.12 18.115.612.53 12.477.891.79 Other Trade Liabilities 109.149.77 - - - 24.767.863.15 16.691.921.12 18.115.612.53 12.477.891.79
33. LOANS
The loans presented in the attached financial statements are analyzed as follows:
GROUP COMPANY 31 December 2023. 31 December 2022. 31 December 2023 31 December 2022 Long-term Bank Loans Bond loan 21.440.000.00 15.444.155.30 - - Short-term Bank Loans Short-term Bank Loans 6.000.000.00 10.000.000.00 5.000.000.00 - Mutual accounts 1.395.492.82 - 1.395.492.82 - Total of Short-Term Bank Loans 7.395.492.82 10.000.000.00 6.395.492.82 - Total lending 28.835.492.82 25.444.155.30 6.395.492.82 -
The transaction of the Company’s loans is analyzed as follows:
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
83
Long-term Loans Short-term Loans Total Balance on the 1st of January 2022 16.436.366.46 1.000.000.00 17.436.366.46 New funding 4.500.000.00 9.000.000.00 13.500.000.00 Payment (4.500.000.00) (1.000.000.00) (5.500.000.00) Depreciation of Loans 7.788.84 - 7.788.84 Transfers (1.000.000.00) 1.000.000.00 - Balance on the 31st of December 2022 15.444.155.30 10.000.000.00 25.444.155.30 Balance on the 1st of January 2023 15.444.155.30 10.000.000.00 25.444.155.30 New funding 28.440.000.00 14.895.492.82 43.335.492.82 Payment (21.500.000.00) (18.500.000.00) (40.000.000.00) Depreciation of Loans 55.844.70 55.844.70 Transfers (1.000.000.00) 1.000.000.00 - Balance on the 31st of December 2023 21.440.000.00 7.395.492.82 28.835.492.82
The transaction of the Company’s loans is analyzed as follows:
Long-term Loans Short-term Loans Total Balance on the 1st of January 2023 - - - New funding - 7.395.492.82 7.395.492.82 Payment - (1.000.000.00) (1.000.000.00) Depreciation of Loans - - - Transfers - - - Balance on the 31st of December 2023 - 6.395.492.82 6.395.492.82
On 31/12/2023, Motodynamics S.A. and its subsidiaries had concluded bond loan, short-term loan and mutual account contracts with
the aim of meeting the needs of working capital and renewing the car fleet of Laon Rental S.A. The loans are remunerated at variable
interest rates and with average borrowing cost for the Group in 2023 6,4% compared to 3,6% in 2022. Accordingly, the average
borrowing cost for the Company in 2023 was 6,8% compared to 4,4% in 2022. The average balance of loans for the Group in 2023
was € 30,8 million compared to €21,9 million in 2022. Respectively, the average balance of loans for the Company in 2023 was €1,4
million compared to €9,9 thousand in 2022. The Group’s borrowing on 31.12.2023 was €28,8 million and the Company’s borrowing
was €6,4 million accordingly.
There are no encumbrances on the Company’s assets. On the fleet of cars of the subsidiary Lion Rental S.A., there are encumbrances,
under the bond loan agreement which the above subsidiary has concluded.
According to the decision of the Board of Directors dated 6/12/2011, the Company has provided a corporate guarantee of up to €
500.000 to Eurobank for the corresponding use of a credit line in favor of the subsidiary MOTODIKTIO S.A. To date, this credit
line has not been used.
The fair value of long-term loans shall be close to the book value presented in the books on 31 December 2023 as they bear interest
at a variable rate, while the fair value of short-term loans shall be close to the book value due to short-term maturity. All loans are
in EUROS.
On 18/12/2023, Lion Rental S.A. concluded a secured bank bond loan of up to € 35,5 million with a duration until 27.06.2029 under
the decision of the Board of Directors dated 13/12/2023 based on the provisions of the L. 4548/2018 and L.3156/2003.
The bond loan of a total amount of EUR 35,5 million can be issued as follows:
a) Bonds A΄ Series of total amount of Euro 1, issued on 18/12/2023. The maturity of these bonds shall be every three
months from their issue. The Bonds A΄ Series will be paid in installments as follows:
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
84
Total nominal value of redeemable Maturity Date for the A’ Series Seq.No. Number of bonds redeemed bonds in EURO Bonds 1 1.000.000 1.000.000.00 27.06.2024 2 2.500.000 2.500.000.00 27.06.2025 3 2.500.000 2.500.000.00 27.06.2026 4 2.500.000 2.500.000.00 27.06.2027 5 2.500.000 2.500.000.00 27.06.2028 6 4.500.000 4.500.000.00 27.06.2029 Totals 15.500.000 15.500.000.00
The balance of the A΄ series bond loan amounts to €15,5 million on 31.12.2023.
b) Bonds B΄- IA΄ Series of a total amount of EUR 20 million, where the disposal of these bonds can be made from the date
of execution of the contract (18/12/2023) and up to one month before the date of termination of the loan (27/06/2029), either one-off
or in separate bond issues. The interest is posted every quarter from the issue of each Series. The maturity date of the B΄- IA΄ Series
Bonds is until 27.06.2029. On 31.12.2023 the balance of the bond loan of the B΄- IA’ series amounts to €7 million
The Bond loan, as well as any claim arising from it, is secured by tangible collateral on vehicles owned by Lion Rental S.A. and an
undertaking to maintain satisfactory capital adequacy, profitability and liquidity as these are determined by the following financial
indicators:
1. The total Net Debt to Equity Ratio shall be kept below or equal to 3,00.
2. The EBIT to Net Interest Ratio shall be kept above or equal to 3,00.
3. The Lending-to-EBITDA Ratio shall be kept below or equal to 4,00.
The measurement of the above financial indicators is made on an annual basis calculated on the annual audited financial statements
of Lion Rental S.A., prepared in accordance with International Financial Reporting Standards (IFRS).
The borrowing and letters of guarantee limits available as well as the unused amount have as follows:
GROUP COMPANY 31 December 2023 31 December 2022 31 December 2023 31 December 2022 Available amount (credit lines) 65.200.000.00 56.195.000.00 19.000.000.00 17.495.000.00 Amount not used 33.691.442.27 29.453.103.29 11.431.507.18 17.187.500.00 Amount used 31.508.557.73 26.741.896.71 7.568.492.82 307.500.00
The amounts used above include letters of guarantee of €2.673.064,91 for the Group and €1.173.000,00 for the Company.
34. OTHER CURRENT LIABILITIES
GROUP COMPANY 31 December 31 December 31 December 31 December 2023. 2022. 2023 2022 Tax Liabilities / Taxes and Duties Payable 1.226.300.73 2.520.168.30 945.478.18 1.234.617.41 Insurance organizations 404.149.27 481.431.08 162.943.08 237.370.76 Fees of the BoD 7.180.86 5.074.65 7.180.86 5.074.65
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
85
Year-End Accruals 1.532.359.65 878.893.18 229.950.02 318.263.07 Sundry Accounts Payable 1.329.908.57 1.040.357.22 997.346.45 726.988.77 Other Amounts 25.686.00 32.720.84 25.686.00 32.720.84 Total 4.525.585.07 4.958.645.27 2.368.584.59 2.555.035.50
35. CONTRACTUAL OBLIGATIONS
31 December
31 December
GROUP COMPANY 31 December 2022. 31 December 2023 2023. 2022 Contractual Agreements - 1.021.346.49 - - Customers’ Advance 3.879.118.41 3.394.580.02 3.194.810.91 2.978.497.73 Payments 3.879.118.41 4.415.926.51 3.194.810.91 2.978.497.73
In the registered fund of the previous fiscal year, revenue from sales agreements for vehicles of the fleet of the subsidiary LION
RENTAL SA amounting to € 1.021.346,49 is included, whose transfer of ownership had not been completed within the current
closing fiscal year. The Customers’ advance payments refer to advance payments for specific car purchase and rental orders.
36. AIMS AND RISK MANAGEMENT POLICIES
The Board of Directors (BoD) has the ultimate responsibility for the undertaking by the Company of all kinds of risks as well as for
their monitoring on a regular basis. In addition, the Board of Directors is responsible for monitoring the capital adequacy of the
Company and the Group. The Board of Directors through authorised officers/directors of the General or Financial Directorate: (a)
shall establish and implement procedures and arrangements that enable the identification of risks associated with the Company’s
activities, the Company’s procedures and operating systems (in particular, the credit risk, the liquidity risk, the market risk and the
operational risk); (b) shall determine the tolerable level of risk; (c) shall ensure that the Group has the required capital adequacy and
the overall management of the risks arising from its operation. The most important risks that concern the Group are analyzed below:
(a) Credit Risk Concentration: There is no significant concentration of credit risk in any of the contracting parties. The maximum
exposure to credit risk is reflected by the amount of each asset. Motodynamics and its subsidiaries have established criteria for
providing credit to customers, which are generally based on the size of the customer’s activities while assessing in parallel
relevant financial information. The Group and the Company, in consideration of the credit they provide to their customers, are
covered by collaterals or bank guarantee letters and up to the amount they consider necessary.
The Group is exposed to credit risk mainly due to the possible failure to collect and recover outstanding balances from customers.
from 31 to
from 91 to
Over 360
The maturity of the trade receivables shall be analyzed as follows: GROUP Non-due and Due and non-impaired Total non-impaired Up to 30 days from 181 to 360 days 90 days 180 days days Maturity of Trade Receivables 2023 606.480.96 289.051.33 133.788.83 21.411.23 128.405.98 7.568.385.57 8.747.523.90 2022 652.179.28 187.998.48 35.100.65 16.847.66 126.632.16 7.597.536.54 8.616.294.77
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
86
from 31 to
from 91 to
Over 360
COMPANY Non-due and Due and non-impaired Total non-impaired Up to 30 days from 181 to 360 days 90 days 180 days days Maturity of Trade Receivables 2023 448.221.98 72.533.49 67.692.87 11.953.71 124.575.93 1.856.503.57 2.581.481.55 2022 234.200.53 35.595.16 18.984.37 13.502.70 126.632.16 1.187.933.33 1.616.848.25
(b) Fair Value: The amounts shown in the relevant funds of the Financial Position Statement for cash and cash equivalents, the
receivables and current liabilities, are close to their respective fair values due to their short-term maturity. The fair value of long-
term loans does not differ significantly from the value at which they are presented in the books on 31 December 2023.
(c) Foreign Exchange Risk: The majority of transactions and balances are made in Euros. Therefore, at this stage, the Management
estimates that there are no significant risks from the foreign exchange rates fluctuation.
(d) interest Rate Risk: On 31/12/2023, the total loans of the Group amounted to €21.5 million long-term loans and €7.4 million
short-term loans, of which €1 million concerns the payment of the bond loan installment in 2024. By 31.12.2023 the total loans
of the Company amounted to €6.4 million. It should be noted that on 31/12/2023 the Group’s treasury (cash reserves) amounted
to €2.5 million.
(e) interest Rate Changes: The financing of working capital needs is made through bank lending. However, the Company and the
Group have the option to borrow on satisfactory terms.
The table below shows what influence a possible change in variable interest rates (with the remaining variables being stable) on
loans that were effective by 31/12/2023 would have on the Group’s Earnings before Tax. The influence that would be exerted
on equity is minor.
Interest rate Influence on Earnings increase/decrease (in before Tax (in basis points) thousand €) 50 -154 75 -231.1 100 -308.11 -50 154 -75 231.1 -100 308.11
(f) Liquidity Risk: Prudent liquidity risk management implies sufficient cash balances, the option to raise capital through a sufficient
amount of committed credit facilities and the option of closing of open market positions. Due to the dynamic nature of the
business activity, the Group’s Management aims to maintain flexibility in raising funds by maintaining sufficient cash and open
credits with mutual accounts.
The Company’s liquidity is monitored by the Group’s Management at regular intervals.
The following is the breakdown of the maturity of the Group’s liabilities, excluding lease liabilities (IFRS 16), which are analyzed in
detail in Note 20.
GROUP COMPANY 31-Dec-23 31-Dec-22 31-Dec-23 31-Dec-22 NON-CURRENT LIABILITIES Other Non-Current Liabilities From 1 to 2 years 5.000.000.00 3.666.855.00 - 166.855.00 From 2 to 5 years 10.246.464.15 5.575.794.65 240.803.28 170.862.52 Over 5 years 7.000.000.00 7.000.000.00 - -
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
87
Total 22.246.464.15 16.242.649.65 240.803.28 337.717.52 CURRENT LIABILITIES Total of Current Liabilities From 0 to 180 days 42.404.406.16 36.956.514.79 31.494.291.79 18.448.205.34 From 181 to 360 days - - - - Total 42.404.406.16 36.956.514.79 31.494.291.79 18.448.205.34 The entire Current Liabilities are analyzed as follows: Trade Liabilities & Contractual Liabilities From 0 to 90 days 28.646.981.56 21.107.847.63 21.310.423.44 15.456.389.52 From 91 to 180 days - - - - Total 28.646.981.56 21.107.847.63 21.310.423.44 15.456.389.52 Current Loans From 0 to 180 days 7.395.492.82 10.000.000.00 6.395.492.82 - From 181 to 360 days - - - - Total 7.395.492.82 10.000.000.00 6.395.492.82 - Other liabilities From 0 to 180 days 6.361.931.78 5.848.667.16 3.788.375.53 4.440.382.16 From 181 to 360 days - - - - Total 6.361.931.78 5.848.667.16 3.788.375.53 4.440.382.16
(g) Capital Risk Management: The aim of the Group in the management of capital is to ensure its ability to continue its business
activity in order to ensure returns for its partners and maintain an optimal capital structure. The Group manages the capital
structure and makes the necessary changes and amendments in the context of the needs in accordance with the relevant economic
developments. The capital adequacy is monitored by appropriate financial indicators: Here is a table with the movement of
indicators for the fiscal years 2022 and 2021:
GROUP COMPANY 31-Dec-23 31-Dec-22 31-Dec-23 31-Dec-22 Net Average Return on Equity 34.78% 37.32% 31.95% 17.85% Foreign Capital to Equity Ratio 2.13 1.85 1.23 0.82
The indicator of net average return on equity is equal to the net profit of the fiscal year divided by the average of equity of the last
two (2) years.
37. AUDITORS’ FEES
The auditors’ fees for the Group amount to €145k. An additional amount of € 12.000, applies to authorized audit and non-audit
services respectively approved by the Audit Committee during the fiscal year 2023.
38. COMMITMENTS AND CONTINGENT LIABILITIES
On 31/12/2023, the Group and the Company had issued letters of guarantee in favor of third parties (customs, participation in public
tenders and airports), amounting to €2.673.064,91 and € 1.173.000,00 respectively.
There are no pending court cases resulting from any liabilities or losses. Any losses arising from customer claims have already been
included in the relevant bad debt provisions line as of the 31st of December 2023.
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
88
39. OTHER NON-CURRENT ASSETS
The analysis of other non-current assets has as follows:
GROUP COMPANY 31 December 31 December 31 December 31 December 2023. 2022. 2023 2022 Other guarantees given 1.065.550.78 862.036.24 327.500.63 315.968.47 Other Non-Current Assets 100.000.00 100.000.00 100.000.00 100.000.00 Total of Other Non-Current 1.165.550.78 962.036.24 427.500.63 415.968.47 Assets
40. TRANSACTIONS - BALANCES WITH SIGNIFICANT RELATED PARTIES
The transactions of the parent company MOTODYNAMICS S.A. with its subsidiaries (sale of goods and provision of services) are
carried out within the normal operating framework of the Company. The balances at the end of the fiscal period are not covered by
collaterals and are paid out by cash within the time limits agreed between the companies concerned. As of the 31st of December
2023, there were no pending guarantees or other commitments of Motodynamics to and from its subsidiaries. The Company’s
Management does not consider that a provision is required for a possible failure to collect and recover its claims against its subsidiaries
and for this reason it has not formed a relevant provision.
A detailed analysis of the transactions (sale of goods and provision of services) and the balances of Motodynamics with the above-
mentioned subsidiaries in which it participates, as well as a detailed analysis of the transactions between the subsidiaries themselves
follows:
COMPANY 31 December 2023. 31 December 2022 Sale of goods and services Motodiktio SA 9.655.470.15 7.689.492.39 Lion Rental S.A. 1.838.619.05 1.439.367.68 Motodynamics Ltd 2.413.410.90 1.420.525.59 Motodynamics Srl. 6.887.766.42 4.846.805.97 20.795.266.52 15.396.191.63 Purchases of goods and services Motodiktio SA 816.421.25 2.011.659.64 Lion Rental S.A. 215.764.54 127.032.16 Motodynamics Ltd 13.234.15 14.794.66 Motodynamics Srl. 22.394.12 18.063.61 1.067.814.06 2.171.550.07 31 December 2023 31 December 2022 Receivables Motodiktio SA 2.801.964.07 1.623.574.23 Motodynamics Ltd - 159.27 Motodynamics Srl. 1.494.925.23 2.146.31 4.296.889.30 1.625.879.81 Liabilities Lion Rental S.A. 87.014.19 1.692.78 Motodynamics Srl. 9.750.00 720.48 96.764.19 2.413.26
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
89
Transactions between subsidiaries
Motodynamics Ltd Motodynamics Srl. Motodiktio SA Lion Rental S.A. 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 2023 2022 2023 2022 2023 2022 2023 2022 Sale of goods and services Motodynamics Srl. 41.420.00 69.063.00 - - - 618.48 180.53 - Motodynamics Ltd - - 35.095.00 69.731.00 - - - - Motodiktio SA - - - - - - 12.932.99 10.756.27 Lion Rental S.A. - - - - 5.448.43 15.492.38 - - 41.420.00 69.063.00 35.095.00 69.731.00 5.448.43 16.110.86 13.113.52 10.756.27 Purchases of goods and services Motodynamics Srl. 35.095.00 69.731.00 - - - - - - Motodynamics Ltd - - 41.420.00 69.063.00 - - - - Motodiktio SA - - - 618.48 - - 5.448.43 15.492.38 Lion Rental S.A. - - 180.53 - 12.932.99 10.756.27 - - 35.095.00 69.731.00 41.600.53 69.681.48 12.932.99 10.756.27 5.448.43 15.492.38 Motodynamics Ltd Motodynamics Srl. Motodiktio SA Lion Rental S.A. 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 2023 2022 2023 2022 2023 2022 2023 2022 Receivables Lion Rental S.A. - - - - 14.79 - - - - - - - 14.79 - - - Liabilities Motodiktio SA - - - - - - 14.79 - - - - - - - 14.79 -
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL CORPORATE AND CONSOLIDATED FINANCIAL STATEMENTS AS
OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
90
Fees and Remuneration of the Management and the Senior Officers of the Company and the Group
Within the fiscal year that ended on the 31st of December 2023 and 2022, the Management and the senior officers of the Company and
the Group received the following remuneration:
Fees and Remuneration of the Management and the Senior Officers of the Company and the Group
GROUP COMPANY 31 December 31 December 31 December 31 December 2023. 2022. 2023 2022 Benefits to the Management and the Senior Officers of the Company and the Group Transactions and fees of the senior management officers/ 2.454.137.88 2.768.863.24 2.172.824.07 2.509.009.52 directors and the management members Receivables by senior management officer/directors and - - - - management members Payables to the senior management officers/directors and 258.230.54 241.888.00 201.207.11 237.123.00 to management members
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
91
41. INFORMATION ABOUT OPERATING DIVISIONS
Uniform accounting principles shall be followed for all reported business divisions. Due to the fact that sales and assets outside Greece do not represent a significant proportion of the Group’s respective total assets,
the relevant analyzes by geographical area are not disclosed. (Some funds relating to the business divisions of the previous year have been reclassified in order to make them comparable to those of the current year to
be closed).
MOTORCYCLES, MARINE (Amounts in EUR) CARS CAR LEASES Total ENGINES & RELATED PRODUCTS 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December GROUP 2023 2022 2023 2022 2023 2022 2023 2022 Sales 75.804.746.28 61.935.218.15 40.273.214.10 26.832.641.29 53.892.728.39 43.277.665.06 169.970.688.77 132.045.524.50 Cost of sales 58.634.337.52 47.558.303.51 32.300.813.02 21.819.328.84 40.009.864.58 29.040.609.42 130.945.015.12 98.418.241.77 17.170.408.76 14.376.914.64 7.972.401.08 5.013.312.45 13.882.863.81 14.237.055.64 39.025.673.65 33.627.282.73 Other revenue 130.644.66 252.866.08 Management Expenses (5.336.550.55) (5.246.634.10) Distribution Costs (16.009.713.04) (12.701.503.11) Other Expenses (141.632.14) (472.780.94) Financial Revenue 26.737.36 1.411.02 Financial Expenses (2.348.815.69) (1.223.148.79) Profit/(loss) before tax 15.346.344.25 14.237.492.88 Income tax (3.831.382.86) (3.739.638.94) Net Profit/Loss) 11.514.961.39 10.497.853.94 Depreciation/Amortization 11.408.293.41 9.489.165.49
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
92
42. EVENTS AFTER THE DATE OF THE FINANCIAL POSITION STATEMENT
There are no subsequent events that have a significant impact on the Company’s and the Group’s Corporate and Consolidated
financial statements.
The persons responsible for the preparation of the Annual Financial statements of our Company and Group for the fiscal year
ended on the 31
st
of December 2023 and approved by the Board of Directors on the 20th of March 2024 are the following:
Maroussi, on the 20th of March 2024
Chairman of the Board of Directors.
& CEO
Vice-Chairman of the
Board of Directors
Dimitrios N. Bozas
Paris Kyriakopoulos
Kriton Anavlavis
The Chief Financial Officer
ID CARD NO. ΑΟ 558055
ID CARD NO. ΑΚ 061616
No. A’ Class Tax Accountant License
No. 0048740
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
93
CROSS-REFERENCE TABLE / REFERENCES MATCHING WITH THE INFORMATION IN ARTICLE
10 OF LAW 3401/2005
Date
Notification
E-mail address
Remarks
Annual Financial Results 2023
2023
Annual Financial Report of the Company & the Group for the respective period
https://motodynamics.gr/enimerosi-
ependiton/
From the 1
st
of January to the 31
st
of December 2022
Financial results of the first 9 months of 2023
2023
Half-yearly financial report of the Company & the Group for the period from 1
sst
of January
to the 30
th
of June 2023
https://motodynamics.gr/enimerosi-
ependiton/
Financial Results of the first 6 months of 2023
2023
9-Months Financial Report of the Company & the Group for the period from the 1
st
of
January to the 30
th
of September 2023
https://motodynamics.gr/enimerosi-
ependiton/
Notification of a Purchase of own equity shares
2023
Notifications for the purchase of own equity shares
https://motodynamics.gr/enimerosi-
ependiton/
General Assemblies
Remarks
22.02.2023
Resolution
https://motodynamics.gr/enimerosi-
ependiton/
29.03.2023
Amendment of the Financial Calendar 2023
https://motodynamics.gr/enimerosi-
ependiton/
18.05.2023
Report of the Independent non-executive members of the Board of Directors
https://motodynamics.gr/enimerosi-
ependiton/
19.05.2023
Remuneration Policy
https://motodynamics.gr/enimerosi-
ependiton/
19.05.2023
Information Note on the election as a new member of the Board of Directors of Mrs.
Amalia Mofori
https://motodynamics.gr/enimerosi-
ependiton/
19.05.2023
Terms and conditions for a remote General Assembly’s Meeting of Shareholders
https://motodynamics.gr/enimerosi-
ependiton/
19.05.2023
Report of the Independent non-executive members of the Board of Directors
https://motodynamics.gr/enimerosi-
ependiton/
19.05.2023
Report on the Acts of the Audit Committee
https://motodynamics.gr/enimerosi-
ependiton/
19.05.2023
Curriculum Vitae _ Amalia Mofori (in greek)
https://motodynamics.gr/enimerosi-
ependiton/
19.05.2023
BoD Remuneration Report
https://motodynamics.gr/enimerosi-
ependiton/
19.05.2023
Minority Shareholders' Rights
https://motodynamics.gr/enimerosi-
ependiton/
19.05.2023
Invitation to the Ordinary General Assembly of Shareholders
https://motodynamics.gr/enimerosi-
ependiton/
19.05.2023
Form for the appointment of a proxy
https://motodynamics.gr/enimerosi-
ependiton/
19.05.2023
Draft of decisions on each agenda item of the Ordinary General Assembly
https://motodynamics.gr/enimerosi-
ependiton/
19.05.2023
Complementary Information on the processing of personal data
https://motodynamics.gr/enimerosi-
ependiton/
19.05.2023
Notification of a total number of shares and voting rights
https://motodynamics.gr/enimerosi-
ependiton/
13.06.2023
Notification of a change in the Composition of the Audit Committee
https://motodynamics.gr/enimerosi-
ependiton/
15.06.2023
Constitution in a body - Appointment of the Chairman
https://motodynamics.gr/enimerosi-
ependiton/
15.06.2023
True Extract of the Minutes of the Board of Directors for the replacement of a member of
the Audit Committee
https://motodynamics.gr/enimerosi-
ependiton/
27.07.2023
Listing and commencement of trading of New Shares of the Company
“MOTODYNAMICS S.A.” arisen from an increase in its share capital by capitalization of
a Special Reserve
https://motodynamics.gr/enimerosi-
ependiton/
31.07.2023
Notification of a significant change in the shareholder’s percentage at the level of voting
rights in accordance with L. 3556/2007
https://motodynamics.gr/enimerosi-
ependiton/
08.08.2023
Notification of appointment of a Special Trader
https://motodynamics.gr/enimerosi-
ependiton/
General Notifications
Date
Notification
E-mail address
Remarks
02.01.2023
Notification of the Reconstitution of the BoD and of the N&CGC
https://motodynamics.gr/enimerosi-
ependiton/
07.02.2023
Notification of the Financial Calendar 2023
https://motodynamics.gr/enimerosi-
ependiton/
13.02.2023
Refutation
https://motodynamics.gr/enimerosi-
ependiton/
CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A.
d.t. MOTODYNAMICS S.A.
NOTES ON THE ANNUAL FINANCIAL STATEMENTS
AS OF THE 31
ST
OF DECEMBER 2023
(All amounts are presented in Euro, unless otherwise stated)
94
03.04.2023
Notification of shareholders’ participation rates
https://motodynamics.gr/enimerosi-
ependiton/
18.05.2023
Notification of acquisition of own equity shares
https://motodynamics.gr/enimerosi-
ependiton/
17.06.2023
Notification of the election of a new BoD member
https://motodynamics.gr/enimerosi-
ependiton/
13.06.2023
Notification of Ex- Dividend Date/ Payment of Dividend
https://motodynamics.gr/enimerosi-
ependiton/
02.08.2023
Notification of a transaction concluded with S. Chatzikos, acting in his capacity as a
member of the BoD
https://motodynamics.gr/enimerosi-
ependiton/
13.10.2023
Free distribution of own equity shares to liable persons
https://motodynamics.gr/enimerosi-
ependiton/
13.10.2023
Notification of the Free Distribution of own equity shares
https://motodynamics.gr/enimerosi-
ependiton/
22.12.2023
Notification of a change in shareholding percentage _ Blue Crest holding SA
https://motodynamics.gr/enimerosi-
ependiton/
Press Release
22.02.2023
Motodynamics bids farewell to Mr. Kapagiannidis
https://motodynamics.gr/enimerosi-
ependiton/
Not.: The notifications of the reference table are also uploaded on the website of the Athens Stock Exchange:
http://www.athexgroup.gr/el/
AVAILABILITY OF THE FINANCIAL STATEMENTS
On the website of the company www.motodynamics.gr are uploaded the annual financial statements, the certificates of the statutory
auditors and the reports of the Board of Directors of the companies, incorporated in the consolidated financial statements of the
company, that will remain available to the investment public for a period of at least 5 (five) years from the date of their drafting
and publication.
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