Annual Financial Report

According to article 4 of L. 3556/2007

for the financial year from January 1st, 2021 to December 31st, 2021

(amounts in € thousand unless otherwise mentioned)

MARFIN INVESTMENT GROUP HOLDINGS S.A.

El. Venizelou 10, 106 71 Athens, Greece

Tel. +30 210 3504000

General Commercial Reg. Nr. 3467301000 (Societe Anonyme Reg. Nr. 16836/06/Β/88/06)

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

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ANNUAL REPORT  2021 
 
 
MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece   
Page 3 
 
Table of Contents  
A. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS ............................................ 6 
Β. Independent Auditor's Report ................................................................................................................. 7 
C. MANAGEMENT REPORT OF THE BOARD OF DIRECTORS OF “MARFIN INVESTMENT GROUP S.A.” ON 
THE CONSOLIDATED AND CORPORATE FINANCIAL STATEMENTS FOR THE YEAR 2021 .................... 15 
D.  ANNUAL  SEPARATE  AND  CONSOLIDATED  FINANCIAL STATEMENTS FOR  THE FINANCIAL  YEAR 
ENDED AS AT 31st OF DECEMBER 2021 .................................................................................................... 60 
CONSOLIDATED INCOME STATEMENT FOR THE FINANCIAL YEAR 2021 ............................................. 61 
SEPARATE INCOME STATEMENT FOR THE FINANCIAL YEAR 2021 ....................................................... 62 
CONSOLIDATED AND SEPARATE STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL 
YEAR  2021 ......................................................................................................................................... 63 
STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31st 2021 ...................................................... 64 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR 2021 ................... 65 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR 2020 ................... 66 
SEPARATE STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR  2021 ........................... 67 
SEPARATE STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR  2020 ........................... 67 
STATEMENT OF CASH FLOWS FOR THE FINANCIAL YEAR 2021 (CONSOLIDATED AND SEPARATE)... 68 
1  GENERAL INFORMATION ON THE GROUP ....................................................................................... 70 
2  GROUP STRUCTURE AND ACTIVITIES ............................................................................................. 71 
3  BASIS OF FINANCIAL STATEMENTS PRESENTATION ..................................................................... 73 
4  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES .................................................................... 79 
5  SIGNIFICANT ACCOUNTING ESTIMATES AND MANAGEMENT ASSESSMENTS .............................. 98 
6  BUSINESS COMBINATIONS AND ACQUISITIONS OF NON-CONTROLLING INTERESTS ................ 101 
7  DISPOSAL GROUPS CLASSIFIED AS HELD FOR SALE AND DISCONTINUED OPERATIONS .......... 102 
8  OPERATING SEGMENTS .................................................................................................................. 106 
9  PROPERTY, PLANT AND EQUIPMENT & RIGHT-OF-USE ASSETS .................................................. 108 
10  GOODWILL ...................................................................................................................................... 112 
11  INTANGIBLE ASSETS ....................................................................................................................... 114 
12  INVESTMENTS IN SUBSIDIARIES .................................................................................................... 115 
13  INVESTMENT IN ASSOCIATES ........................................................................................................ 117 
14  OTHER FINANCIAL ASSETS AND OTHER FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT 
OR LOSS ........................................................................................................................................... 118 
15  INVESTMENT PROPERTY ................................................................................................................ 118 
16  OTHER NON-CURRENT ASSETS ...................................................................................................... 119 
17  DEFERRED TAX ASSETS AND OBLIGATIONS ................................................................................. 120 
18  INVENTORIES .................................................................................................................................. 121 
19  TRADE AND OTHER RECEIVABLES ................................................................................................ 121 
20  OTHER CURRENT ASSETS ............................................................................................................... 122 
21  CASH AND CASH EQUIVALENTS AND RESTRICTED CASH ............................................................ 122 
22  SHARE CAPITAL AND SHARE PREMIUM ........................................................................................ 123 
23  OTHER RESERVES AND FAIR VALUE RESERVES ........................................................................... 123 
24  EMPLOYEE RETIREMENT BENEFITS OBLIGATIONS ..................................................................... 124 
25  BORROWINGS .................................................................................................................................. 126 
26  CHANGES IN LIABILITIES FROM FINANCING ACTIVITIES ........................................................... 130 
27  FINANCIAL DERIVATIVES .............................................................................................................. 131 
28  PROVISIONS ..................................................................................................................................... 132 
29  OTHER LONG-TERM LIABILITIES .................................................................................................. 133 
30  SUPPLIERS AND OTHER LIABILITIES ............................................................................................ 133 

 
 
 
ANNUAL REPORT  2021 
 
 
MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece   
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TAX PAYABLE .................................................................................................................................. 133 
OTHER SHORT-TERM LIABILITIES ................................................................................................ 133 
SALES    ..................................................................................... 134 
COST OF SALES – ADMINISTRATIVE – DISTRIBUTION EXPENSES ............................................... 134 
OTHER OPERATING INCOME.......................................................................................................... 135 
OTHER OPERATING EXPENSES ...................................................................................................... 136 
OTHER FINANCIAL RESULTS.......................................................................................................... 136 
FINANCIAL EXPENSES .................................................................................................................... 137 
FINANCIAL INCOME ........................................................................................................................ 137 
PROFIT /(LOSS) FROM ASSOCIATES CONSOLIDATED UNDER THE EQUITY METHOD ................ 138 
INCOME TAX.................................................................................................................................... 138 
EARNINGS PER SHARE .................................................................................................................... 139 
ANALYSIS OF TAX EFFECTS ON OTHER COMPREHENSIVE INCOME ........................................... 140 
RELATED PARTIES TRANSACTIONS ............................................................................................... 140 
CONTINGENT LIABILITIES ............................................................................................................. 142 
FAIR VALUE OF FINANCIAL INSTRUMENTS .................................................................................. 148 
RISK MANAGEMENT POLICIES ...................................................................................................... 149 
STATEMENT OF FINANCIAL POSITION POST REPORTING DATE EVENTS ................................... 155 
APPROVAL OF FINANCIAL STATEMENTS ...................................................................................... 156 

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

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ABBREVIATIONS

As used in the Financial Statements unless otherwise mentioned:

“Company», “MIG”

refers to “MARFIN INVESTMENT GROUP HOLDINGS S.A.”

«Group»

refers to MARFIN INVESTMENT GROUP HOLDINGS S.A. and its subsidiaries

“ΑΤΗΕΝΙΑΝ ENGINEERING”

refers to “ATHENIAN ENGINEERING S.A.”

“ATTICA”

refers to “ATTICA HOLDINGS S.A.”

“ATTICA BLUE HOSPITALITY”

Refers to “ATTICA BLUE HOSPITALITY SINGLE MEMBER S.A.”

“BVI”

refers to BRITISH VIRGIN ISLANDS

“HSW”

Refers to HELLENIC SEAWAYS SINGLE MEMBER S.A.

“HYGEIA”

refers to “HYGEIA S.A.”

“MARFIN CAPITAL”

refers to “MARFIN CAPITAL S.A.”

“MIG AVIATION HOLDINGS”

refers to “MIG AVIATION HOLDINGS LTD”

“MIG LEISURE”

refers to “MIG LEISURE LTD”

“MIG REAL ESTATE SERBIA”

refers to “MIG REAL ESTATE (SERBIA) B.V.”

“MIG SHIPPING”

refers to “MIG SHIPPING S.A.”

“RKB”

refers to “JSC ROBNE KUCE BEOGRAD”

“SINGULARLOGIC”

refers to “SINGULARLOGIC S.A.”

“SKYSERV”

refers to “SKYSERV HANDLING S.A.”

“VIVARTIA”

refers to “VIVARTIA HOLDINGS S.A.”

“IFRS”

refers to International Financial Reporting Standards

“CBL”

refers to “Convertible Bond Loan”

“CGU”

refers to “Cash Generating Unit”

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 6

A. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS

The below statements, made in compliance with Article 4, Par. 2 of the Law 3556/2007, as currently

effective, are made by the following representatives of the Company Board of Directors:

1. Petros Katsoulas, father’s name Spyridon, Chairman of the BoD

2. Georgios Efstratiadis, father’s name Efstratios, Chief Executive Officer

3. Stavroula Markouli, father’s name Michalis, Member of the BoD

The following Members who sign the financial statements, under our capacities as Members of the

Board of Directors, specifically appointed for this purpose by the Board of Directors of MARFIN

INVESTMENT GROUP HOLDINGS S.A. declare and certify to the best of our knowledge that:

(a) The attached Annual Financial Statements of the company “MARFIN INVESTMENT GROUP

HOLDINGS S.A.” for the annual period 01/01-31/12/2021 prepared according to the applicable

accounting standards, present truly and fairly the assets and liabilities, the equity and the

financial results of the Company as well as of the companies included in the consolidation in

aggregate, and

(b) The attached BoD Report provides a true view of the Company’s evolution, performance and

position, as well as of the companies included in the consolidation in aggregate. A description

of the main risks and uncertainties to which they are exposed is also encompassed in the Report.

Athens, 8

April 2022

The designees

The Chairman of the BoD

The Chief

Executive Officer

The Member of the BoD

Petros Katsoulas

Georgios Efstratiadis

Stavroula Markouli

ID No: ΑΚ159881

ID No: ΑP076421

ID No: ΑΒ656863

Β. Independent Auditor's Report

To the Shareholders of “MARFIN INVESTMENT GROUP HOLDINGS 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 “MARFIN INVESTMENT GROUP

HOLDINGS S.A.” (the Company), which comprise the separate and consolidated statements of financial position as at

December 31 2021, and the separate and consolidated statements of profit or loss and other comprehensive income,

statements of changes in equity and cash flow statements for the year then ended, including a summary of significant

accounting policies and selected explanatory notes to the financial statements.

In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects,

the financial position of the company “MARFIN INVESTMENT GROUP HOLDINGS S.A.” and its subsidiaries (the Group)

as at December 31 2021, the financial performance and cash flows for the year then ended, in accordance with the

International Financial Reporting Standards, as adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs), as incorporated into the Greek

Law. Our responsibilities, under those standards are further described in the “Auditor’s Responsibilities for the Audit of the

separate and consolidated Financial Statements” section of our report. We remained independent of the Company and its

subsidiaries, during the whole period of our audit, in accordance with the International Ethics Standards Board for

Accountants Code of Ethics for Professional Accountants (IESBA Code) as incorporated in the Greek Law and we have

fulfilled our ethical responsibilities in accordance with current legislation requirements and the aforementioned Code of

Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the

separate and consolidated financial statements of the current year. These matters, as well as the related 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.

Key audit matters

How our audit addressed the key audit matter

Restructuring of loan liabilities

As at December 31, 2021, the Group and the Company

present total loan liabilities of € 956.8 mil. and € 419.9 mil.

of which € 195.8 mil. and € 1.3 mil. respectively have been

classified as short-term liabilities.

On 14/05/2021 the Company completed the restructuring

of its existing loan liabilities (accounting balance € 419.5

mil. as at December 31, 2021) and signed the relevant

contractual documents, based on which, the repayment

period of the Company's bank loan was extended for 3

years with the option of further extension for 1 year,

without interim repayments. In accordance with the

requirements of IFRS 9, the Company assessed that the

restructuring of its bank loans constitutes a non-significant

amendment to the terms of the loans, recognized an

accounting profit of € 32.9 mil., and the amount of € 418.6

mil. has been classified in the long-term loan liabilities as

at December 31, 2021.

Furthermore, as at December 31, 2021, the Group’s short-

term liabilities include a loan liability (capital and interest)

of the subsidiary RKB amounting to € 99.2 mil. as at

December 31, 2021, for which the restructuring process is

in progress as at the financial statements approval date.

The management and the creditor bank are currently

processing the loan agreements related to the

restructuring of the RKB loan obligation which is expected

to be completed within the next months. The creditor bank

has disclosed in writing its intention not to demand the

settlement of the existing loan (principal or interest

payable) until the completion of the restructuring.

In light of the above, management expects that the

Company and the Group will be in position to cover their

financial requirements for the next twelve months, while

maintaining sufficient cash flows. We focused on this

matter given the significance of the loan liabilities, as well

as management’s estimates regarding the timing of the

completion of the restructuring of the subsidiary’s loan

liabilities and the impact it will have on the Group’s future

liquidity.

The Group’s and Company’s disclosures relating to the

loan liabilities and the basis of financial statements

preparation are included in notes 3 and 25 to the financial

statements.

Our audit approach included, among others, the

following procedures:

• We reviewed and evaluated the contractual

documents signed by management regarding the

restructuring of the Company’s existing loan

obligations.

• We evaluated the appropriateness of the

accounting treatment relating to the restructuring

of the Company's bank loans in the financial

statements.

• We reviewed and evaluated the relevant

documents relating to the restructuring of RKB’s

loan liability, which is currently in progress.

• We examined the cash flow budget of the

Company and the Group's subsidiaries for the

following twelve months and assessed the

reasonableness of the key assumptions and

estimates of future cash flows, taking into

account, inter alia, the available information on

the capital and interest repayments of the loan

liabilities based on the existing loan agreements

or other documents relating to their restructuring.

• We examined the mathematical accuracy of the

cash flow budgets.

•

We assessed the adequacy of the related

disclosures in the financial statements.

Assessment of impairment of non-current assets

As at December 31, 2021, the Group has recognised

goodwill of € 30.1 mil, intangible assets of € 33.1 mil. and

tangible assets of € 676.6 mil. Further, as at December

31, 2021 the Company has recognised investments in

subsidiaries of € 361.4 mil.

In accordance with the requirements of IFRS,

management performs at the end of each reporting

period, impairment tests for goodwill and intangible

assets with indefinite useful life while for intangible assets

with definite useful life, tangible assets and investments

in subsidiaries impairment tests are performed only when

relevant indications exist. The abovementioned

assessment requires significant level of judgement.

The impairment test requires the identification of the

recoverable amount of each Cash Generating Unit (CGU)

as the higher of the fair value less costs to sell and value

in use. The assessment requires judgement by

management regarding the future cash flows of each

CGU (relating to variables such as revenue growth rate,

capital and operating expenditures) and the discount

rates applied to future cash flows.

Based on the impairment tests performed for the year

ended as at December 31, 2021, no impairment losses

were recognized for goodwill, intangible assets with

indefinite useful life and the tangible assets of the Group,

while an impairment loss of € 0.1 mil. was recognized on

investments in subsidiaries in the separate financial

statements.

Due to the importance of these financial statement items

and the management’s use of assumptions and

estimates, we consider the impairment assessment of the

abovementioned non-current assets as one of the key

audit matters.

The Group’s and Company’s disclosures relating to the

accounting policy, judgements and estimates used for the

impairment assessment of the abovementioned assets,

are included in notes 4.3, 5.2, 5.3, 5.4, 9, 10, 11 and 12

to the financial statements.

Our audit approach included, among others, the

following procedures:

•

We assessed management’s estimates regarding

the existence of impairment indications of these

non-current assets.

•

For those CGUs that impairment indications

existed, we evaluated: i) the appropriateness of the

methods applied for the identification of

recoverable amount and ii) the reasonableness of

the key assumptions and estimates of future cash

flows.

•

We evaluated the reliability of management’s

estimates during the preparation of the business

plans which are the basis of the valuations. Among

others, we compared and analyzed the budgeted

estimates /forecasts to the actual performance of

the CGUs.

•

We examined the mathematical accuracy of

discounted cash flow models.

•

For the abovementioned procedures where it was

deemed appropriate, we used Grant Thornton’s

specialist.

•

We examined for each investment in subsidiary in

the separate financial statements management’s

comparison of their carrying amount with the value

in use for the determination of the impairment

losses of the investment in subsidiaries in the

separate Financial Statements.

•

We assessed the adequacy of the related

disclosures in the financial statements.

Provisions and contingent liabilities from court cases

As at December 31, 2021, the Group and the Company

are involved under their capacity as defendants in

various and complex court cases during their normal

operations.

The recognition and measurement of provisions and the

measurement and disclosure of the contingent liabilities

related to court cases includes significant judgements by

management which take into consideration the estimates

of its legal advisors and as a result we considered this

area as one of the key audit matters. The estimates

relate to the outcome and the possible financial impact of

each case to the Group and the Company.

The Group’s and Company’s disclosures relating to the

provisions and contingent liabilities are included in notes

4.16, 5.12 and 45.3 to the financial statements.

Our audit approach included, among others, the following

procedures:

• We assessed management’s procedures

regarding the collection, monitoring and

assessment of pending court cases and respective

provisions recognized.

• We received and evaluated the letters of both the

Group’s legal department and the external legal

advisors and we discussed with management and

the legal advisors, where necessary.

• We evaluated management’s conclusions

regarding the impact of the pending court cases in

both Group’s and Company’s financial statements.

• We assessed the adequacy of the related

disclosures in the attached financial statements.

Fair value measurement of investment property

As at December 31 2021, the Group has recognized

investment property at the amount of € 211.8 mil. In

2021, the Group decreased the value of its investment

property by € 20.5 mil. as a result of the derecognition of

3 investment properties in the context of the transaction

for the acquisition of the minority interest in the subsidiary

RKB. At the same time, fair value measurement of the

investment properties resulted in a decrease of € 0.7 mil.

Investment properties are recognized initially at

acquisition cost including any transaction costs and

subsequently at fair value. The fair value measurement

of the investment properties which has been assigned by

Group’s management to an independent appraiser is

based on significant estimates relating among others to

the range of market rentals, the rental adjustment factor

and the discount rate.

Taking into consideration the abovementioned factors

and the significance of this item to the Group’s financial

statements, we assessed the fair value measurement of

investment properties as one of the key audit matters.

The Group’s disclosures relating to the accounting

policy, judgements and estimates used for the fair value

measurement of the investment properties are included

in notes 4.8, 5.10 and 15 to the Group’s financial

statements.

Our audit approach included, among others, the following

procedures:

• We tested management’s procedures regarding

the fair value measurement of investment

properties.

• We assessed the independence, objectivity,

experience and knowledge of the independent

appraiser assigned by management to assess the

fair value.

• We tested the reasonableness of management’s

assumptions and estimates used for the

assessment of the fair value of investment

properties. In addition, we tested the

appropriateness of the valuation methods used.

• We tested on a sample basis the completeness

and accuracy of the data provided by management

to the independent appraiser, including

reconciliation to the lease agreements and

contracts.

• For the abovementioned procedures where it was

deemed appropriate, we used an independent

expert.

We evaluated the appropriateness of the accounting

treatment relating to the derecognition of the

investment properties relevant to the acquisition of

the minority interest in RKB, after reviewing the

documents related to the above transaction.

• We assessed the adequacy of the related

disclosures in the attached financial statements.

Other Information

Management is responsible for the other information. The other information are included in the Management Report of the

Board of Directors, for which reference is made in the “Report on other Legal and Regulatory Requirements” and the

Representations of the Members of the Board of Directors, does not include the financial statements and the auditor’s

report thereon.

Our opinion on the separate and consolidated financial statements do 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, we conclude, based on our audit, that there is a material misstatement therein, we are required to communicate that

matter. We have nothing to report, regarding the aforementioned matter.

Responsibilities of management and those charged with governance for the separate and

consolidated financial statements

Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements

in accordance with the IFRSs as adopted by the European Union and for such internal control as management determines

is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to

fraud or error.

In preparing the separate and consolidated financial statements, management is responsible for assessing the Company’s

and 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 there is an intention to liquidate the Company or the Group or to cease

operations, or there is no realistic alternative but to do so.

The Audit Committee (artic. 44 Law 4449/2017) of the Company is responsible for overseeing the Company’s financial

reporting process.

Auditor’s Responsibilities for the audit of the separate and consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the separate and consolidated financial statements as

a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes

our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with ISAs, as incorporated into the Greek Law, 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 financial statements.

As part of an audit in accordance with ISAs, as incorporated into the Greek Law, 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

Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related

disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the

audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant

doubt on the Company’s or Group’s ability to continue as a going concern. If we conclude that a material uncertainty

exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or,

if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained

up to the date of our auditor’s report. However, future events or conditions may cause the Company of 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 Company and the Group to express audit opinions on the separate and 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 to communicate with them all relationships and other matters that may reasonably be thought

to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most

significance in the audit of the separate consolidated financial statements of the periods under audit and are therefore the

key audit matters.

Report on Other Legal and Regulatory Requirements

1. Management Report of the Board of Directors

Taking into consideration that Management is responsible for the preparation of the Management Report of the Board of

Directors, according to the provisions of paragraph 5 of article 2 of Law 4336/2015 (part B) we note the following:

a. The Management Report of the Board of Directors includes a statement of corporate governance that provides

the information required by Article 152 of Law 4548/2018.

b. In our opinion, the Management Report of the Board of Director’s has been prepared in accordance with the legal

requirements of articles 150-151 and 153-154 and paragraph 1 (c and d) of Article 152 of the Law 4548/2018 and

the content of the report is consistent with the accompanying separate and consolidated financial statements for

the year ended 31 December 2021.

c. Based on the knowledge we obtained during our audit of the company “MARFIN INVESTMENT GROUP

HOLDINGS S.A.” and their environment, we have not identified any material misstatements in the Management

Report of the Board of Directors.

2. Complementary Report to the Audit Committee

Our audit opinion on the accompanying separate and consolidated financial statements is consistent with the

complementary report to the Company’s Audit Committee in accordance with Article 11 of the European Union (EU)

Regulation 537/2014.

3. Provision of non-audit Services

We have not provided the prohibited non-audit services referred to in Article 5 of EU Regulation 537/2014.

The permitted non-audit services that we have provided to the Company and its subsidiaries during the financial year that

ended 31st December 2021, are disclosed in note 34 to the accompanying separate and consolidated financial statements.

4. Auditor’s Appointment

We have been appointed statutory auditors by the Annual General Meeting of the Company on 29/06/2004. Since, we

have been appointed as the statutory auditors for a total period of 18 years based on the decisions of the shareholders’

Annual General Meetings.

5. Bylaws (Internal Regulation Code)

The Company has in effect Bylaws (Internal Regulation Code) in conformance with the provisions of article 14 of Law

4706/2020.

6. Assurance Report on European Single Electronic Format

We examined the digital records of the Company “MARFIN INVESTMENT GROUP HOLDINGS S.A.” (hereinafter “the

Company and/or the Group), prepared in accordance with the European Single Electronic Format (ESEF) as defined by

the European Commission Delegated Regulation 2019/815, amended by the Regulation (EU) 2020/1989 (ESEF

Regulation), which comprise the separate and consolidated financial statements of the Company and the Group for the

year ended December 31, 2021, in XHTML format (213800Q5O2WIDKF6SZ42-2021-12-31-en), as well as the provided

XBRL file (213800Q5O2WIDKF6SZ42-2021-12-31-en.zip) with the appropriate mark-up, on the aforementioned

consolidated financial statements.

Regulatory Framework

The digital records of the ESEF are prepared in accordance with the ESEF Regulation and the Commission Interpretative

Communication 2020/C379/01 of November 10, 2020, in conformance with Law 3556/2007 and the relevant

announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange (ESEF Regulatory

Framework). In summary, this framework includes, inter alia, the following requirements:

• All annual financial reports shall be prepared in XHTML format.

• For the consolidated financial statements in accordance with IFRS, financial information included in the statements of

comprehensive income, financial position, changes in equity and cash flows shall be marked-up with XBRL tags, in

accordance with the effective ESEF Taxonomy. ESEF technical specifications, including the relevant taxonomy, are

set out in the ESEF Regulatory Technical Standards.

The requirements set out in the current ESEF Regulatory Framework constitute the appropriate criteria for expressing a

conclusion of reasonable assurance.

Responsibilities of Management and Those Charged with Governance

Management is responsible for the preparation and submission of the separate and consolidated financial statements of

the Company and the Group for the year ended December 31, 2021, in accordance with the requirements of ESEF

Regulatory Framework, and for such internal control as management determines is necessary to enable the preparation

of digital records that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibilities

Our responsibility is to design and conduct this assurance engagement in accordance with No. 214/4/11-02-2022 Decision

of the Board of Directors of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and the

"Guidelines on the auditors’ engagement and reasonable assurance report on European Single Electronic Format (ESEF)

for issuers whose securities are admitted to trading on a regulated market in Greece" as issued by the Institute of Certified

Public Accountants of Greece on 14/02/2022 (hereinafter "ESEF Guidelines"), in order to obtain reasonable assurance

that the separate and the consolidated financial statements of the Company, prepared by the management in accordance

with ESEF are in compliance, in all material respects, with the effective ESEF Regulatory Framework.

We conducted our work in accordance with the Code of Ethics for Professional Accountants (IESBA Code) issued by the

International Ethics Standards Board for Accountants, as incorporated in Greek legislation and we have complied with the

ethical requirements of independence, in accordance with Law 4449/2017 and EU Regulation 537/2014.

We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE) 3000

“Assurance Engagements other than Audits or Reviews of Historical Financial Information” and our procedures are limited

to the requirements of ESEF Guidelines. Reasonable assurance is a high level of assurance, but is not a guarantee that

this work will always detect a material misstatement of non-compliance with the requirements of ESEF Regulation.

Conclusion

Based on the procedures performed and the evidence obtained, the separate and consolidated financial statements of the

Company and the Group for the year ended December 31, 2021, in XHTML format (213800Q5O2WIDKF6SZ42-2021-12-

31-en), as well as the provided XBRL file (213800Q5O2WIDKF6SZ42-2021-12-31-en.zip) with the appropriate mark-up

on the above consolidated financial statements, have been prepared, in all material respects, in accordance with the

requirements of the ESEF Regulatory Framework.

Athens, 8

April 2022

Certified Accountant (C.A.)

Pelagia Kaza

I.C.P.A. Reg. No.: 62591

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 15

C. MANAGEMENT REPORT OF THE BOARD OF DIRECTORS OF “MARFIN

INVESTMENT GROUP S.A.” ON THE CONSOLIDATED AND CORPORATE FINANCIAL

STATEMENTS FOR THE YEAR 2021

The current Annual Report of the Board of Directors pertains to the annual period which ended on

31/12/2021. The Report has been prepared by the Board of Directors in compliance with the relevant

provisions of law 4548/2018, law 3556/2007 (Government Gazette A’ 91/30.04.2007) as well as the

executive resolutions of the BoD of the Hellenic Capital Market Commission.

The current Report briefly describes the financial information for the year 2021, the most significant

events that took place (before and after the Financial Statements reporting date) and the prospects

regarding the company MARFIN INVESTMENT GROUP HOLDINGS S.A. (hereinafter “MIG”, “The

Company”) as well as its subsidiaries. Moreover, it provides a description of the main risks and

uncertainties the Group and the Company might be facing within 2022 as well as the most significant

transactions that took place between the issuer and its related parties.

1. FINANCIAL DEVELOPMENTS AND PERFORMANCE DURING THE YEAR 2021

1.1 Consolidated Income Statement

Sales: Sales from continuing operations amounted to € 359.8 m compared to € 303.2 m in the

corresponding last year period, recording an increase 18.7% which is mainly arising from

Transportation operating segment.

EBITDA from Continuing Operations: EBITDA from Continuing Operations amounted to € 39.3

m compared to € 36.2 m for the corresponding last year period recording an increase 8.6%.

Financial Income and Expenses: Other financial results amounted to € 25.9 m mainly including a

profit of € 32.9 m which arises from modification / restructuring of the Company's bank borrowing

in accordance with IFRS 9, profit of € 13.0 m from hedging part of the fuel price risk by the ATTICA

group and loss of € (21.1) m from impairment of assets. It is noted that the correspondin g item of the

comparative period of 2020 amounted to € (40.7) m and concerned mainly impairment of assets

amounting to € (16.6) m and losses of € (24.6) m from hedging part of the fuel price risk. Net financial

expenses amounted to € (37.4) m, recording a slight improvement compared to € (41.9) m in the

corresponding last year period, which arises from the reduction of the Company's financial costs, due

to the reduction of its borrowing.

Income Tax: Income tax from continuing operations amounted to deferred tax income of € 0.3 m,

arising mainly from the decrease of the tax rate in 2021, against expense of € (0.3) m for the

corresponding last year period.

Losses from Continuing Operations: Consolidated losses after tax from continuing operations for

2021 amounted to € (25.6) m compared to loss of € (97.7) m in the respective last year period.

Losses from Discontinued Operations: In 2021, results from discontinued operations amounted to

€ 0. It is noted that for the corresponding comparative period of 2020 results from discontinued

operations amounted to loss of € (67.8) m pertaining to the operating results of VIVARTIA and

SINGULARLOGIC groups.

1.2 Consolidated Statement of Financial Position

Cash, Cash Equivalents, Restricted Deposits and Debt: The Group's cash and cash equivalents &

restricted deposits as at 31/12/2021 amounted to € 102.6 m and are analyzed as follows:

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 16

Transportation € 97.4 m (94.9% of the total), Real Estate and Other € 3.5 m (3.4% of the total) and

Financial Services € 1.7 m (1.7% of the total).

The Group’s loan liabilities on 31/12/2021 amounted to € 956.8 m compared to € 1,047.1 m on

31/12/2020. The significant decrease by € 90.3 m of the loan liabilities compared to 31/12/2020 is

mainly due to the reduction of the Company's borrowing.

On 31/12/2021, MIG Group’s loan liabilities are analyzed as follows: Transportation € 4 75.9 m

(49.7% of the total), Real Estate and Other € 61.4 m (6.4% of the total) and Financial Services € 419.5

m (43.9% of the total).

Total Equity: On 31/12/2021, the Group’s total Equity amounted to € 107.6 m of which € 46.0 m

correspond to the Parent Company’s Owners and € 61.6 m to Non-Controlling Interests.

Net Cash Flows from Operating Activities (continuing and discontinued operations): Net cash

flows from operating activities amounted to € (46.8) m compared to € 34.8 m in the corresponding

last year period, of which € (6.9) m and € 41.1 m respectively related to the discontinued operations.

It is noted that cash flows from operating activities of 2021 have been burdened by the payment of

the Company’s interest amounting to € 56.0 m of which an amount of € 49.7 m was related to previous

year interest.

Cash Flows from Investing Activities (continuing and discontinued operations): Cash flows from

investing activities amounted to € 63.2 m compared to € (68.6) m in the corresponding last year

period, of which € (4.8) m € (32.6) m respectively related to discontinued operations. The difference

is mainly due to the inflow from the sales of the Company's holdings in the VIVARTIA and

SINGULARLOGIC groups.

Cash Flows from Financing Activities (continuing and discontinued operations): Cash flows from

financing activities amounted to € (48.0) m compared to the corresponding last year period which

were € (1.8) m. The difference is mainly due to the reduction of the Company's borrowings which

was partially offset by the increase in borrowings of ATTICA group.

1.3 Financial Results per Operating Segment

1.3.1 Transportation

Sales of the Transportation operating segment in 2021 amounted to € 347.9 m, increased by 19.8%

compared € 290.4 m in the corresponding last year period, despite the fact that it was affected by the

COVID-19 pandemic throughout the year, with restrictions on the movement of passengers as well as

the implementation of a reduced passenger protocol on vessels. A better performance in the transport

project as well as the consequent increase in turnover during the year 2021, are indications of a

gradual normalization of operations in the operating segment.

EBITDA amounted to € 42.0 m compared to € 40.4 m during the corresponding comparative period.

The increase in the fuel price (with the average price of marine fuel consumed in 2021 being by 32.4%

increased, compared to 2020), significantly affected the operating costs of the ATTICA group

resulting in the improvement of EBITDA to significantly lagging behind sales increase.

Losses after tax amounted to € (13.3) m in relation to losses after tax € (50.0) m during the

corresponding last year period. The improvement in the result is mainly due to the profit arising from

hedging part of the fuel price risk € 13 m in 2021 against loss es of € (24.6) m in 2020.

1.3.2 Real Estate and Other

Sales of the operating segment in 2021 amounted to € 12.5 m compared to € 13.1 m in the

corresponding last year period.

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 17

EBITDA amounted to € 2.7 m compared to € 2.5 m in the corresponding comparative period recoding

an increase of 8%.

Losses after tax amounted to € (21.6) m compared to € (17.0) m in the corresponding comparative

period. It is noted that in both years are included losses arising from revaluation of investment

property at fair value amounting to € (21.1) m, and € (16.1) m respectively.

1.3.3 Financial Services

In 2021, profit after tax amounted to € 9.3 m against losses of € (30.7) m in the corresponding

comparative period. It is noted that the results of 2021 include a profit of € 32.9 m which arises from

the modification / restructuring of the Company's bank borrowing in accordance with IFRS 9.

Net debt on 31/12/2021 amounted to € 418.3 m compared to € 548.0 m as at 31/12/2020. The change

is due to the repayment of the Company's loan liabilities from the outcome of the sale of holdings in

the VIVARTIA and SINGULARLOGIC groups, as well as to the profit from the modification /

restructuring of its bank borrowing in accordance with IFRS 9.

2. VALUE GENERATION AND PERFORMANCE MEASUREMENT FACTORS

In the context of implementing the Guidelines on “Alternative Performance Measures” of the

European Securities and Markets Authority (ESMA/2015/1415el) effective as from July 3

2016

in respect of Alternative Performance Measures (APMs)

The Group uses Alternative Performance Measures (APMs) in the context of decision making

regarding financial, operational and strategic planning as well as for the evaluation and publication

of its performance. APMs facilitate better understanding of financial and operating results of the

Group and its financial position. APMs should always be taken into account in conjunction with the

financial results recorded under IFRSs and should under no circumstances replace them.

EBITDA (Earnings Before Interest Taxes Depreciation & Amortization) - The ratio adds total

depreciation of tangible assets and amortization of intangible assets to consolidated earnings before

taxes. The higher the ratio, the more efficiently the entity operates.

EBITDA Margin (%): EBITDA Margin (%) divides the basic earnings before interest, taxes,

depreciation, and amortization by the total turnover.

EBIT (Earnings Before Interest & Taxes): EBIT calculated as EBITDA less depreciation of

tangible assets and amortization of intangible assets.

EBIT Margin (%): EBIT Margin divides EBIT by the total turnover.

31/12/2021

31/12/2020

Amounts in € m

Financial

Services

Transportation

Real Estate

& Other

Total from

continuing

operations

Financial

Services

Transportation

Real

Estate &

Other

Total from

continuing

operations

Revenues (a)

347.9

11.9

359.8

290.4

12.7

303.2

Operating profit/(loss) -

ΕΒΙΤ (b)

(5.7)

(10.0)

2.7

(13.0)

(7.0)

(9.1)

2.4

(13.6)

EBIT margin (%)

[(b)/(a)]

-2.9%

22.4%

-3.6%

-3.1%

19.1%

-4.5%

Depreciation charges

0.3

52.0

0.0

52.3

0.3

49.4

0.0

49.8

Earnings before

interest, taxes,

depreciation and

amortization -

EBITDA (c)

(5.4)

42.0

2.7

39.3

(6.6)

40.4

2.5

36.2

EBITDA margin (%)

[(c)/(a)]

12.1%

22.5%

10.9%

13.9%

19.2%

11.9%

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 18

3. MOST SIGNIFICANT EVENTS DURING 2021

3.1 Transportation

ATTICA group

• On 28/01/2021, ATTICA group announced signing an agreement with the shipyard Brødrene Aa

of Norway for the construction of three (3) state-of-the-art Aero Catamaran type vessels, which

will be launched on the Saronic Gulf lines, replacing group’s older tec hnology vessels in the

specific routes. The total cost of investment amounts to € 21 m and will be covered by own funds

and bank financing.

• On 18/03/2021 and 25/06/2021, ATTICA group announced that it has completed the installation

of scrubbers on BLUE STAR DELOS and BLUE STAR MYCONOS respectively, and the

relevant certifications have been issued by the attending Classification Society. This was the

third and fourth in row of ATTICA group vessels in which scrubbers have been installed.

• On 24/03/2021 ATTICA group announced the signing of a bond loan agreement with ALPHA

BANK S.A. and Norwegian export credit insurance organization EKSPORTKREDITT NORGE

AS (“EKSPORTKREDITT”), with the guarantee of the NORWEGIAN EXPORT CREDIT

GUARANTEE AGENCY (“GIEK”) for an amount of up to € 14.7 m. The new bond loan will be

issued by a 100% subsidiary and will finance up to 70% of the total construction and acquisition

cost (pre-delivery & post-delivery finance) of three highspeed AERO Catamaran, according to

the respective agreement with Brødrene Aa shipyard of Norway.

• Furthermore, ATTICA group announced the signing of an agreement with PIRAEUS BANK S.A.

for the issuance of a five-year common bond loan of up to € 55 m. The new funds will

significantly strengthen ATTICA group’s available liquidity and will contribute significantly to

accelerating the group's investment planning, including actions to adapt to the green and digital

economy.

• On 07/12/2021, ATTICA announced that implementing its strategic growth plan, it expands

further in the Greek tourism industry and invests in complementary activities capitalizing on the

strong potential of Attica Group.

In this context, ATTICA BLUE HOSPITALITY SINGLE MEMBER S.A., a 100% subsidiary of

ATTICA group, acquired the owning company of Naxos Resort Beach Hotel located in the

Cycladic island of Naxos, in the Agios Georgios beach, for a total consideration of € 6.5 m,

funded through bank financing.

• On 14/12/2021, ATTICA announced the sale of the Ro-Pax vessel EXPRESS PEGASUS, owned

by a subsidiary, for safe and environmentally sound recycling according to the respective

European and Greek legislation, to a ship recycling facility in Turkey, included in the European

List of Ship Recycling Facilities. The sale was concluded for a cash consideration of U.S. dollars

1.12 m and strengthened ATTICA group’s cash position.

• The Extraordinary General Meeting held on December 23, 2021, approved distribution of the

Company’s prior years’ profits, according to Article 162, Par. 3, Law 4548/2018, of a total net

amount of € 10,790,292.15, i.e. € 0.05 per share. The payment to the beneficiaries was completed

on Wednesday, January 5, 2022.

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 19

3.2 Financial Services

MARFIN INVESTMENT GROUP

• As at 11/01/2021, MARFIN INVESTMENT GROUP announced the completion of the sale

process regarding its participation in SINGULARLOGIC by signing the transfer deed for the

entire stake it holds directly and indirectly [through its wholly owned subsidiary “TOWER

TECHNOLOGY HOLDINGS (OVERSEAS) LIMITED”] in SINGULARLOGIC, to the

investment scheme “EPSILON NET” and “SPACE HELLAS”. The total consideration of the

transaction, including the consideration for the transfer of the shares (€ 9.0 m) and the

consideration for the transfer of SINGULARLOGIC’s loan liabilities towards PIRAEUS BANK

S.A., amounted to € 18.0 m and was fully paid by the buyers “Euroxx Securities S.A.” acted as

Financial Advisor to MIG for the sale process.

• As at 30/03/2021, MARFIN INVESTMENT GROUP announced the completion of the transfer

of its entire stake in VIVARTIA to the investment funds of CVC Capital Partners. On 26/02/2021

the Extraordinary General Meeting of MIG Shareholders had been convened during which the

said transaction was approved. The consideration offered for 100% of VIVARTIA’s share capital

amounted to € 175.0 m, of which the price corresponding to the shareholding percentage of

92.08% in VIVARTIA’s share capital, owned by MIG, amounted to € 161.1 m and was paid on

30/03/2021 in full. “N.M. Rothschild & Sons Limited” acted as Financial Advisor to MIG for the

transaction.

• As at 31/03/2021, the resignation of Mr. Athanasios Papanikolaou from his office as Chief

Executive Officer and Executive Member of the Company’s Board of Directors was announced.

The Chief Executive Officer duties were temporarily exercised by Executive Chairman of the

Board of Directors Mr. Panagiotis Throuvalas.

• As at 13/04/2021, it was announced that Mr. Georgios Efstratiadis, who until the date of the

announcement was Non-Executive Member of the Company’s Board of Directors, was appointed

as Executive Member thereof. Following that, the Board of Directors was reconstituted as

follows:

1. Panagiotis Throuvalas, Chairman – Executive Member;

2. George Efstratiadis, Executive Member;

3. Christophe Vivien, Non-Executive Member;

4. Fotios Karatzenis, Non-Executive Member;

5. Loukas Papazoglou, Non-Executive Member;

6. Konstantinos Galiatsos, Independent Non-Executive Member;

7. George Lassados, Independent Non-Executive Member;

8. Stefanos Capsaskis, Independent Non-Executive Member;

9. Petros Katsoulas, Independent Non-Executive Member; and

10. Efstratios Chatzigiannis, Independent Non-Executive Member.

• As at 14/05/2021, it was announced that the restructuring of its entire banking debt against

PIRAEUS BANK S.A. has been completed by execution of the relevant agreements. The period

of repayment of the entire debt has been extended by 3 years, i.e. 14/05/2024, with the right for

further extension by 1 additional year at the absolute discretion of the Bank, with no intermediary

repayments. The total outstanding debt has become long-term as the capital of the debt is to be

repaid at the expiry date of the loan agreements. The agreement improves significantly the

financial structure of the Company, as well as its future cash flows related to the service of its

debt.

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 20

• As at 09/06/2021 the Reiterative Annual General Meeting of the Company's Shareholders was

convened during which it was resolved to proceed with a share capital decrease by €

187,902,149.60 by respective reduction in the nominal value of each share from € 0.30 to € 0.10

for the amortization / coverage of equal losses of previous years and to amend respectively the

Company’s Articles of Association referring to the share capital.

• As at 18/06/2021, it was announced that Mr. Panagiotis Throuvalas resigned from his office as

Chairman – Executive Member of the Board of Directors of the Company. The Board of Directors

elected Mr. Petros Katsoulas (who until the date of the announcement was Independent Non-

Executive Member of the Board of Directors) as a new Chairman – Non-Executive Member of

the Board of Directors and Mr. Georgios Efstratiadis as a new Chief Executive Officer of the

Company. Moreover, Mr. Stefanos Capsaskis, Independent Non-Executive Member was elected

as a new Member of the Company’s Audit Committee in replacement of Mr. Petros Katsoulas

who resigned.

• As at 30/06/2021, the following were announced the followings:

A) The resignations of Mr. Fotios Karatzenis from the positions of (Non-Executive) Member of

the BoD, Chairman and Member of the Nomination and Remuneration Committee; of Mr.

Christophe Vivien from the positions of (Non-Executive) Member of the BoD and Member

of the Audit Committee; and of Mr. Georgios Lassados from the positions of (Independent

Non-Executive) Member of the BoD, Chairman and Member of the Audit Committee and

Member of the Nomination and Remuneration Committee.

B) The Board of Directors elected the Director of Accounting and Finance Mrs. Stavroula

Markouli as a new Executive Member of the BoD and decided not to elect any other new

members for filling the remaining vacant seats. Further to that, the 7-membered Board of

Director of the Company was re-constituted as follows:

1. Petros Katsoulas, Chairman – Independent Non-Executive Member;

2. Georgios Efstratiadis, C.E.O. – Executive Member;

3. Stavroula Markouli, Executive Member;

4. Loukas Papazoglou, Non-Executive Member;

5. Konstaninos Galiatsos, Independent Non-Executive Member;

6. Stefanos Capsaskis, Independent Non-Executive Member; and

7. Efstratios Chatzigiannis, Independent Non-Executive Member.

C) The Board of Directors elected Messrs. Efstratios Chatzigiannis and Konstantinos Galiatsos

as new members of the Audit Committee in replacement of the resigned members. Further

to that, the Audit Committee was re-constituted as follows:

1. Stefanos Capsaskis, Independent Non-Executive Member, Chairman;

2. Konstantinos Galiatsos, Independent Non-Executive Member, Member;

3. Efstratios Chatzigiannis, Independent Non-Executive Member, Member.

D) The Board of Directors elected Messrs. Konstantinos Galiatsos and Loukas Papazoglou as

new members of the Nomination and Remuneration Committee in replacement of the

resigned members. Further to that, the Nomination and Remuneration Committee was re-

constituted as follows:

1. Constantinos Galiatsos, Independent Non-Executive Member, Chairman;

2. Stefanos Capsaskis, Independent Non-Executive Member, Member;

3. Loukas Papazoglou, Non-Executive Member, Member.

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 21

3.3 Real Estate and Other

RKB

In March 2021, the subsidiary RKB sold an investment property against the amount of € 15 m. From

the proceeds of the sale, an amount of € 12.8 m was used to reduce the company's bank borrowing.

4. POST REPORTING PERIOD DATE EVENTS

4.1 Financial Services

MARFIN INVESTMENT GROUP

• Decisions of the Extraordinary General Meeting held on 17/01/2022

A) The revised (supplemented and updated) Remuneration Policy of the Members of the

Company’s Board of Directors was approved.

B) The Eligibility Policy of the Members of the Company’s Board of Directors was approved, as

it was adapted (harmonized) with subsequent Company’s Rules and Procedures, according

to the plan posted on the Company's website and the applicable legislation.

C) The election of Ms. Stavroula Markouli as a new Executive Member of the Company’s Board

of Directors to replace the resigned Member was announced to the General Meeting. In

addition, the General Meeting approved the number of Independent Non-Executive Members

of the Board of Directors which has been reduced, following the resignation and non-

replacement of an Independent Non-Executive Member, from five (5) to four (4).

D) The election of Mr. Stefanos Kapsaskis, Mr. Efstratios Hatzigiannis and Mr. Konstantinos

Galiatsos, Independent Non-Executive Members of the Board of Directors was announced

to the General Meeting, as new Members of the Company's Audit Committee in place of

resigned Members. The General Meeting confirmed the current composition of the Audit

Committee of three (3) Independent Non-Executive Members, in accordance with the Rules

of Procedure of the latter and the applicable legislation, as follows:

1. Stefanos Kapsaskis, Independent Non-Executive Board Member, Chairman,

2. Efstratios Hatzigiannis, Independent Non-Executive Board Member, Member, and

3. Konstantinos Galiatsos, Independent Non-Executive Board Member, Member.

E) The acquisition by the Company (indirectly, through the 100% subsidiary under the title MIG

REAL ESTATE SERBIA of the minority stake of 16.9% in the subsidiary RKB was approved

in exchange for which will consist of three (3) real estate assets owned by RKB with a total

value of € 20.5 m, according to the valuation of the American Appraisal, and all relevant

approval and authorization was granted to the Board of Directors for the implementation of

the transaction, according to the specific provisions of the Board of Directors.

• In January 2022, based on the decision of the General Meeting of ATTICA held on 23/12/2021

for the distribution of previous years’ profit, MIG received an amount of € 8.6 m from its direct

and indirect participation in ATTICA, while at the same time repaid an existing loan of € 2.7 m.

4.2 Real Estate and Other

• RKB

In January 2022, the subsidiary RKB sold an investment property against consideration of € 3,250 k,

which was used entirely to reduce the debt.

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 22

• MIG MEDIA

On 18/03/2022 the subsidiary MIG MEDIA was put into liquidation.

5. PROSPECTS – DEVELOPMENTS FOR FY 2022

On-going effect of COVID-19 pandemic in line with the geopolitical development, adversely

influencing fuel prices, are the key factors affecting MIG Group operations and results.

The Company has completed the settlement of its loan liabilities under favorable terms and in 2022

will focus on implementing its strategy, including the following triptych: a) Maximizing the value

of its investment in ATTICA group through appropriate actions in order to limit the effects of fuel

prices increases b) Completing the restructuring of the subsidiary RKB loan liabilities in line with

amending the company’s operation in order to improve its profitability and liquidity and facilitating

rational management of the large number of properties owned by the company in Serbia c) MIG's

internal restructuring aimed at reducing operating costs.

The prospects of the business segments are analytically presented below as follows:

5.1 Transportation

ATTICA group

The transportation segment was significantly affected by the COVID-19 pandemic in 2020 as well as

in the first months of 2021. Restrictions imposed on passenger traffic and implementation of a reduced

passenger protocol on vessels adversely affected the routes between various destinations. Reduced

permitted capacity in combination with the increase in fuel prices created unprecedented conditions

globally, directly provoking loss-making activity of the company. Gradual liberalization of travel and

increased tourist arrivals in 2021 brought about a significant increase in demand for travel, thus

positively affecting the company's revenue. However, the rapid increase in oil prices boosted the

company's operating costs, therefore the increase in the company's EBITDA is significantly lower

than the increase in its sales.

The outbreak of war in Ukraine and the dramatic effects on the course of oil prices generate intense

uncertainty regarding the company's results in 2022. Despite the geopolitical instability, the estimates

appear to be positive in respect of the tourist flows in summer. However, the company takes all the

necessary measures (tariff adjustment, rescheduling routes, offsetting part of the cost of fuel, etc.) in

order to mitigate the adverse effects of the increase in the oil price by 28% from the beginning of the

year. Nevertheless, the term of geopolitical instability, the ongoing crisis in the energy market and

the course of the pandemic in the coming months constitute the factors that cannot be accurately

estimated.

5.2 Real Estate

RKB

The real estate segment in Serbia was not significantly affected by the COVID-19 pandemic in 2021.

The company is indirectly affected by the macroeconomic environment and inflationary pressures

which reduce its clients’ disposable income and consumption.

In 2022 the company focuses its strategy on the following actions:

A) Completion of bank loan restructuring, which will lead to extending the repayment period,

reducing financial costs and partial write-off of default interest.

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 23

B) Rational management of the company’s assets throughout Serbia aiming at selectively selling some

properties that do not have satisfactory commercial results, strengthening cash flows and reducing

loan liabilities.

C) Enhancing the company's liquidity by increasing the average receivables turnover.

D) Increasing the number of new leasing contracts and renewing existing ones with more favorable

terms for the company.

E) Completion of the minority stake acquisition by MIG REAL ESTATE SERBIA (100% subsidiary

of MIG).

Given the above, the company's prospects seem moderately optimistic.

6. RISK AND UNCERTAINTY FACTORS

Τhe Company and the Group are exposed to risks pertaining to currencies, financing and interest

rates, fuel prices, credit and liquidity. The Group reviews and periodically assesses its exposure to

the risks cited above on a case by case basis as well as collectively and uses financial instruments to

hedge its exposure to certain risk categories.

Evaluation and assessment of the risks faced by the Company and the Group are conducted by the

Management. The main aim is to monitor and assess all the risks to which the Company and Group

are exposed through their business and investment activities.

The Group uses several financial instruments and pursues specialized strategies to limit its exposure

to changes in the values of investments that may result from market volatility, including changes in

prevailing interest rates and currency exchange rates.

The risk and uncertainty factors to which the Group and the Company are exposed are analyzed as

follows:

6.1 Currency risk

Euro is the Group’s functional currency. The Group operates in foreign countries and, therefore, is

exposed to currency risk. This type of risk mainly arises from current or future cash flows in foreign

currency. In particular, ATTICA group is affected by exchange rates to the extent that the marine

fuels which are bought for the operation of its ships are traded internationally in US Dollars as well

as by exchange rates due to its participating interest in the subsidiary TANGER MOROCCO MARITIME

S.A. and in the associate AFRICA MOROCCO LINKS, whose currency is expressed in Moroccan

Dirhams. The largest percentage of MIG’s and the Group’s revenues and expenses are Euro

denominated. Likewise, the largest percentage of the Company’s investments is denominated in Euro.

The Group’s investment in the Serbian RKB is not exposed to significant FX risk , since the majority

of its assets (investment properties) are denominated in Euro and the major part of the inflows

associated with these assets is also in Euro.

On 31/12/2021, out of the Group’s total assets and liabilities, € 19.5 m and € 0.6 m respectively were

held in foreign currency. A change in exchange rates by +/-10% would result in an amount of € +/- €

1.7 m recognized before tax in the Income Statement and an amount of € -/+ € 1.7 m recognized in

equity.

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6.2 Financing, Interest rate risk

Changes in the international macroeconomic environment affect the course of interest rates. A

potential increase in interest rates increases the debt service costs that the Group maintains its

financing as well as its new terms.

Bank debt constitutes one of the funding sources of the Group’s investments. The Group's borrowing

rate usually consists of a fixed margin plus a floating rate (EURIBOR), which depends directly on

the amount and changes in interest rates. This fact exposes the Group to cash flow risk in case of

increase of EURIBOR. The Group’s policy is to constantly monitor interest rate trends as well as the

duration of its financial needs.

As at 31/12/2021, assets and liabilities of € 102.6 m and € 956.8 m respectively were exposed to

interest rate risk. A change in interest rates by +/- 1% would result in the recognition of - / + € 8.2 m

in the consolidated Income Statement and in Equity.

6.3 Fuel Price risk

ATTICA group, as well as all the shipping companies, are significantly affected by fluctuations in

fuel prices. It is to be noted that the cost of fuel and lubricants is the most significant operating cost

and represents approximately 44% of ATTICA group costs of sales in 2021. A change in the price of

fuel by 10% on an annual basis, will have affect the Group’s income statement and equity by

approximately -/+ € 13.0 m.

In addition, it is noted that from 01/01/2020 the new Regulation of the International Maritime

Organization is effective, which requires the maximum percentage of sulfur in marine fuels not to

exceed 0.5%, except vessels with a scrubbers system where fuel consumption with a sulfur content

of up to 3.5% is permitted. The fuel price with sulfur content up to 0.5% imposed by the new

Regulation is significantly higher than the fuel price with sulfur content of 3.5% and 1% used by the

Group until 31/12/2019, which has led to increase the cost of marine fuel.

The average price of marine fuels consumed by the Group in 2021 increased by 32.4% compared to

the year 2020.

Moreover, the Russian military invasion in Ukraine in February pushed the existent high fuel prices

to even higher levels, recording extreme fluctuations even on a daily basis. Indicatively, in February

2022, the average fuel price increased by 28% compared to December 2021.

ATTICA group management implement a series of actions such as, harmonization of its pricing

policy, optimization of vessel routes, reduction of speeds and performance of hedging activities for

the price of fuel for part of the quantity consumed in order to deal with any consequences.

6.4 Credit risk

Credit risk is the potentially delayed payment to the Group and the Company of current and future

receivables by counterparties.

Aiming at minimizing credit risk and bad debts, the Group has adopted efficient monitoring

procedures and policies per counterparty based on the counterparty’s credibility.

• The Group has set credit limits and specific terms of credit policy for all categories of its

customers. Moreover, ATTICA group has obtained bank guarantees from major customers, in

order to secure its trade receivables. As at 31/12/2021 there is no significant concentration of

credit risk in trade and other receivables, for which sufficient impairment provisions have not

been made.

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• The Group performs transactions only with recognized financial institution of adequate credit

rating in order to minimize the credit risk in its cash available and cash equivalents.

6.5 Liquidity risk

Prudent liquidity risk management implies cash adequacy as well as the existence and availability of

necessary funding sources. The Group is managing its liquidity requirements on a daily basis through

systematic monitoring its short and long-term financial liabilities and through daily monitoring of the

payments made. Furthermore, the Group is constantly monitoring the maturity of its receivables and

payables, in order to maintain a balance between capital continuity and flexibility via its bank credit

worthiness.

Maturity of financial liabilities as at 31/12/2021 and 31/12/2020 for the Group and the Company is

analyzed as follows:

THE GROUP

31/12/2021

31/12/2020

Amounts in € '000

Short-term

Long-term

Short-term

Long-term

Within 6

months

6 to 12

months

1 to 5

years

than 5

years

Within 6

months

6 to 12

months

1 to 5

years

than 5

years

Long-term borrowing

73,404

106,505

786,962

311,471

305,862

399,817

Lease liabilities

893

984

4,135

213

897

929

5,752

408

Trade payables

40,029

42,791

Other short-term-long-term

liabilities

89,763

11,183

141,629

178

Short-term borrowing

14,897

1,000

29,926

Derivative financial

instruments

1,125

2,166

Total

218,986

108,489

802,280

213

527,839

308,957

405,747

408

THE COMPANY

31/12/2021

31/12/2020

Amounts in € '000

Short-term

Long-term

Short-term

Long-term

Within 6

months

6 to 12

months

1 to 5

years

than 5

years

Within 6

months

6 to 12

months

1 to 5

years

than 5

years

Long-term borrowing

1,283

444,605

228,750

295,105

Lease liabilities

330

462

Other short-term-long-term

liabilities

4,497

59,411

Short-term borrowing

26,320

Total

5,848

444,935

314,568

295,193

462

The amounts in the table above reflect contractual non-discounted cash flows, which may differ from

the carrying amount of liabilities at the reporting date.

6.6 Risk of Accidents

Due to the nature of their operations, the Group's companies are subject to the abovementioned risk

that may negatively affect the Group's results, customers and/or operations. ATTICA group vessels

are covered by hull and machinery, protection and indemnity and war risks insurances.

6.7 Competition and Operations Seasonality risk

The competition between the companies operating in the transportation segment is particularly intense

and can adversely affect its sales and profitability.

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ATTICA group operates on routes with intense competition, which can further intensify the

company’s efforts aimed at increasing the market shares in already mature markets. Moreover,

ATTICA group’s sales are highly seasonal. The highest traffic for passeng ers and vehicles is observed

during the months between July and September, while the lowest traffic for passengers and vehicles

is observed between November and February. In contrast, freight sales are not significantly affected

by seasonality.

6.8 Risks related to domestic economic and market conditions

The Group's operations are significantly affected by the amount of disposable income and consumer

spending which in turn are affected by the prevailing economic conditions in Greece. Passenger

shipping is sensitive to the effects of any economic downturn on either the Greek economy or the

tourism market or even emergencies (COVID-19, war in Europe) which lead to reduced demand which

combined with potential oversupply would lead to reduced fares and occupancy, adversely affecting

the Group's profitability.

6.9 Capital management policies and procedures

The Group’s targets in terms of capital management are the following:

• to ensure the maintenance of high credit ratings and healthy capital ratios;

• to ensure the Group’s ability to continue as a going concern; and

• as a holding company, to increase the value of the Company and, consequently, create value for

its shareholders through the value increase of its portfolio companies.

The Group monitors capital in terms of equity, less cash and cash equivalents (see Note 47.8)

6.10 COVID-19 Pandemic

The appearance of the COVID-19 pandemic in combination with the restrictive measures occasionally

taken to address it, such as lockdowns, restrictions on passenger traffic volume, etc., had an adverse

impact on the Group's financial operations, with particular emphasis on the Transportation operating

segment. The Group's Management as well as the managements of the separate operating segments,

having continuously evaluated all the new data, they have taken and continue to take measures to

reduce the impact of the pandemic on operation, financial performance and position of the operating

segments, with an ultimate goal to ensure their going concern and development.

The effects of the pandemic on every operating segment are analyzed as follows:

• Transportation

Due to the pandemic and the consequent restrictive measures occasionally imposed by the Greek

State, ATTICA group's traffic volume continues to be decreased compared to the pre-COVID-19

period and especially in relation to 2019. However, the increase in the traffic volumes in 2021

compared to 2020, as well as during the first two months of 2022 versus the respective 2021 period,

marks a trend of gradual normalization of operations, expected to further improve following lifting

of the restrictive measures in March 2022. The reduction in passenger and vehicle traffic volumes has

led ATTICA group to deprive of a significant direct liquidity source. However, with the abolition of

the reduced protocol of passengers on board the vessels, this risk has been significantly decreased.

ATTICA group holds adequate liquidity level for working capital purposes and, at the same time,

tries to contain operating costs. At the same time, ATTICA group continues to improve its financial

position and take actions to further enhance its liquidity. More specifically, in 2021, ATTICA group

issued loans amounting to € 94 m, while maintaining its strong capital structure and low leverage

ratio (52% net borrowing in relation to total employed capital). Following the abolition of the reduced

passenger transport protocol in March 2022, and provided that the pandemic continues its declining

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

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course, the impact of the pandemic on ATTICA group’s financial performance is estimated to be

significantly decreased this year. Finally, ATTICA group’s management is constantly assessing every

new information with regards to the evolution of the pandemic and adjusts the vessels routes mainly

concerned about protecting ATTICA group's financial position and rendering the best possible service

to its customers and local communities.

Regarding ATTICA group’s loan liabilities, there are terms related to the observance of financial

ratios. The management is constantly monitoring the development in order to make a request in a

timely manner to the creditor bank obtaining its consent regarding the compliance obligations where

necessary.

• Real Estate and Other

RKB subsidiary may face the adverse effects of the pandemic, as well as any restrictive measures

may affect the smooth operation of its commercial stores and, consequently, the company’s sales and

profitability. In 2021, RKB's sales and operating profitability were not significantly affected by the

pandemic. RKB's management will remain focused on maintaining or even increasing leased space,

while at the same time will seek to streamline its costs and improve its profitability. Under this plan,

RKB's management does not expect to face liquidity issues.

7. TRANSACTIONS WITH RELATED PARTIES

All transactions with related parties are based on the principle of full competition. Please refer to

Note 44 to the Financial Statements for details of these transactions.

8. NON-FINANCIAL REPORTING

The following section presents non-financial reporting items and information which pertains to

Corporate Social Responsibility actions that are implemented and are published by ATTICA, a

subsidiary of MIG group, according to Articles 151 and 154 of Law 4548/2018.

During 2021, the following events took place:

ATTICA group

Responsibility and Sustainable Development (including Environmental, Social, Governance (ESG)

issues) hold a significant position in the ATTICA group's business model and greatly affect business

decision making. We realize that the way in which we perform our operations and make decisions

affect a wide range of individuals, groups and organizations - our social partners, with whom we keep

on-going contact and communication. In particular, Responsibility and the related actions have

constituted a priority to ATTICA group since 2006, when we actively coordinated developing actions

aimed at benefiting society and social partners.

ATTICA group was the first passenger shipping company worldwide that issued and continues to

issue a Corporate Responsibility Report based on the GRI Standards guidelines of the Global

Reporting Initiative. Through this Report, we are trying to meet the expectations of our social partners

in a two-way communication framework, presenting our progress in respect of the essential areas of

our operations, in line with initiatives and actions, implemented in order to ensure the responsible

operation of ATTICA group.

In particular, ATTICA group has adopted an integrative approach regarding the Responsibility related

issues, at all the hierarchy levels. The Chief Executive Officer has overall responsibility for

Responsibility and Sustainable Development issues at the Board of Directors level. At Top

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MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

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Management level, the Chief Administration & Transformation Officer is responsible, while as far as

the coordination level is concerned, the Responsibility Team is in charge of planning, coor dinating

and implementing the Strategy for Responsibility and Sustainable Development, while at the same

time cooperating with the other departments for implementation of the Corporate Responsibility and

Sustainable Development Action Plan.

ESG MODEL

Our main commitment is to operate responsibly throughout our entire business operations and

harmoniously collaborate with our Social Partners in order to generate mutual long-term value. In

this context, we have developed a Sustainable Development Policy that describes our principles

regarding sustainable development and management of social and environmental issues as well as the

governance issues (ESG) regarding 3 main pillars (Governance, Social, Environment) and 5 Units

(Management, Society, Employees, Customers, Environment).

MATERIAL ISSUES

ATTICA group through a materiality study, identifies, evaluates and prioritizes the most significant

issues related to the actual or potential impact its operations can have on each of the aforementioned

focus areas, taking into account, inter alia, the interests of important stakeholders, in order to organize

ESG issues more effectively and manage them in a meaningful and systematic way.

ΕSG – EMPHASIS OF MATTERS 2021

ENVIRONMENT

- We are investing € 21 m for the construction of 3 state-of-the-art Aero Catamaran vessels,

which will be launched in 2022 on the Saronic routes to replace older technology vessels. This

investment will continue to reduce environmental footprint, through lower fuel consumption

and reduced emissions of gaseous pollutants as a result of lighter construction materials used

(carbon fibre), as well as installing solar panels to meet lighting and electricity needs of

onboard hotel services.

- We have defined as flagship regarding the Environment actions aimed at decontamination of

seabeds and protection of the environment. The first action was implemented in Naxos in 2021

with the participation of 31 volunteers employees of ATTICA group - and 29 volunteers from

the Aegean Rebreath organization and the Naxos Wildlife Protection Association, in

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collaboration with the Municipality of Naxos and the islanders themselves. Volunteer divers

collected and classified 2,811 items as follows:

▪ 1,100 plastic bottles and glasses,

▪ 5.5 plastic bags,

▪ 500 aluminum cans,

▪ 150 glass bottles,

▪ 50 large tires and other items made of rubber,

▪ 40 kg nets.

- We replaced 2 gasoline vehicles with 2 purely electric vehicles and converted a gasoline

vehicle to LPG.

- We use refurbished electronic equipment, and in 2021, the relevant supplies for our offices

and vessels include a total of 116 devices and 42 electronic equipment peripherals.

- We were the first passenger shipping group in Greece that applied biodegradable Seasmiles

BIO-PVC cards, and in 2021, we collected and recycled over 210,000 plastic cards,

corresponding to approximately 1,156 kg of plastic.

- In 2021, the water consumption index is 0.051 m3 / passenger compared to 0.058 m3 /

passenger in 2020.

SOCIETY

- According to a survey conducted in 2021 in our onshore personnel:

▪ 87.9% of our people agree that our Group has created workplaces that promote health

and safety.

▪ 88.4% of our people agree that our Group has created a workplace that respects Human

Rights.

- We trained 99 seafarers (7.1% of total marine labor) on Health and Safety matters, concluding

713 hours of training, while 103 Officers hold a Medical Care certificate and are trained on

Emergency incident treatment.

- We trained 168 offshore employees on administrative, Health and Safety and Responsibility

and Sustainable Development issues.

- We provided a total of 57,040 discount tickets, compared to 51,851 tickets in 2020, worth

over € 1.3 m for athletic, cultural and educational activities, benefiting thousands of citizens

who participated or attended the actions we supported.

- We organized the 1st Children's Festival in the Aegean ‘Bluestarino Festival’ devoted to

protecting the marine environment, for the pupils of Cyclades and Amorgos, in collaboration

with the Non – Profit Organization “Ta Vivlia Paizei”. The festival included educational

workshops and 15 programs for children, teenagers and adults of smaller islands aiming to get

in touch with culture and science. It also assisted young people to develop new skills and

involved a total of 250 children and approximately 250 parents.

- We allocated 18.62% of our total costs to small and medium size suppliers (up to 50

employees).

- We were subject to 173 vessel inspections for protection measures against the pandemic, 52

for food hygiene and safety and 90 for Anti-Smoking Law’s implementation, with no non-

compliance incident.

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GOVERNANCE

- We designed the three-year Strategic Plan ESG 2021-2023 and the quantitative target for the

ESG 2023 level have been included as a target in the official Performance Evaluation of the

ATTICA group’s CEO (with weight 7.5% on the total variable remuneration) and Key

Executives.

- We have established a Conflict of Interest Management Framework comprising policies,

procedures and control mechanisms for the prevention, detection and management of existing

and potential conflicts of interest between the BoD members and corporate interests.

- We have developed a Complaints and Investigation Procedure to ensure that each Social

Partner can report - by name or anonymously – a potential violation of corporate policies,

procedures or legislation, by mail, in a specifically established e-mail address or by filling in

the Reporting Form to the Group’s Transparency Committee.

- According to a survey conducted in our on-shore personnel:

▪ 88.9% of employees agree that our Group systematically addresses ESG issues.

▪ 86.4% of employees understand the significance of the ESG criteria for the sustainable

development of the Group.

▪ 83.4% of employees understand the significance of adopting the best and most

responsible practices in the daily operation of the Group.

▪ 79.9% of employees agree that our Group does not tolerate incidences of corruption.

ESC RESPONSIBILITY & SUSTAINABLE DEVELOPMENT ISSUES

The following key non-financial issues are related to long-term sustainability and are essential to

ATTICA group, our shareholders and our social partners. The most important actions of the group,

taking into account the expectations of key stakeholders, are presented below as well.

ENVIRONMENT PILLAR

Our key commitment is to incorporate principles of sustainable development into our procedures and

implement environmentally friendly business practices, aiming at minimizing the environmental

impact that inevitably results from our operations. In collaboration with the Lloyds Register, ATTICA

group conduct the strategic planning for decarbonization.

As part of this commitment, we assess the environmental issues we face each year and seek to

minimize their impact on the environment. The most important of such issues are related to air quality

& energy consumption, use of raw materials & solid waste, water consumption & liquid waste.

Air quality and climatic change

We seek to operate responsibly towards the environment and perform our activities in a way that

reduces our environmental impact.

We evaluate annually our impact on the environment, through the Environmental Management

System that we apply, which is certified according to ISO14001.

We have certified all of our vessels for the proper and systematic monitoring, recording and

disclosure of carbon dioxide emissions according to the provisions of the European Regulation

EU MRV 757/2015.

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We calculate the greenhouse gas emissions per energy source we use, most of which pertain to

fuel oil (both for shipping fuels and on-board electricity generation) and electricity (for office

operations) in order to identify areas where our environmental impact can be reduced.

We take actions that reduce our impact on gaseous pollutants mainly from the operation of the

vessels engines.

We seek to reduce our impact on the ozone layer applying environmentally friendly refrigerants

in our refrigerators and freezers, as well as through our cooperation with the suppliers that do not

use refrigerants as materials which have a significant effect on the ozone layer.

We strive to reduce noise pollution, since vessel docking and operation can be a potential source

of noise. Indicatively, we ensure the use of machinery and mechanical equipment, which comply

with the required standards on noise levels.

We take action to raise awareness and facilitate active participation of our employees and

customers in protecting the environment.

Raw Materials and Solid Waste

We recognize that raw materials are not inexhaustible, but finite, and prioritize the use of natural

resources as efficiently as possible. To achieve this, we implement programs to monitor use of

materials, reduce materials used, reuse materials, recycle materials and dispose materials

properly.

We implement initiatives to reduce use of materials, within the context of our efforts for efficient

use of natural resources, such as the use of multi-machines, most of which are recycled and

reconstructed, the use of reconstructed electronic equipment, the efficient use of spare parts and

other supplies (such as consumables) etc.

We take care of the reuse of consumables, where possible.

We recycle materials (such as paper, batteries, toners, electronic equipment, medical equipment

and lubricants), related to our activities and arising from the operation of our offices and vessels,

where possible.

We apply rational management of solid waste and the waste generated by the operation of our

vessels.

Water and Liquid Waste

We seek to contribute in the long term to better water management and monitor water consumption

extensively using, among others, seawater on board of vessels after appropriate treatment, perform

only absolutely necessary external cleaning, in case of rain or bad weather and we put special

labels to remind our passengers and employees about the responsible use of water in the

accommodation, hygiene and catering of our vessels BLUE STAR FERRIES and SUPERFAST

FERRIES, as well as in our offices.

We have established a procedure to supply, manage safely and sample drinking water, in order to

ensure the quality of water used and consumed onboard our vessels.

We have equipped all our vessels with ‘Shipboard Oil Pollution Emergency Plan’ (SOPEP) to

effectively respond to any pollution incident or risk of pollution, which may arise during the

vessel’s fuel supply or due to an accident (e.g. collision, grounding).

We properly manage liquid waste, as we regularly monitor operation of wastewater treatment

systems, deliver all liquid waste from our vessels to licensed contractors within ports, comply

with relevant regulations regarding bilge and ballast water management and have equipped our

vessels with certified wastewater treatment systems regarding discharge parameters (coliforms

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MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

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and total suspended solids) and we deliver liquid waste to appropriate reception facilities of

licensed contractors within ports.

- We recognize the importance of marine biodiversity and our obligation to reduce the risk of

disrupting it and we are taking action to protect it.

- We comply with legislation and adhere to the cruising speed limits defined by the relevant

provisions, in order to minimize the respective impact as vessel navigation while approaching or

exiting ports inevitably creates rippling.

SOCIETY PILLAR

Society

We commit to combine our business success with our country’s and partners’ development, as well

as support local communities affected by our operations, in order to contribute substantially in the

improvement of our society in general. In particular:

- We contribute through our business operation to generating significant economic value for our

social partners, while we transport food products and materials to islands, in order to develop

local economies and tourism.

- We seek to create and maintain working positions, as well as develop the professional skills of

our employees.

- We identify, determine and support needs of local communities through various means, social

actions and social support programs.

- We plan and implement or support social actions, in the context of our social contribution.

- We cultivate the concept of contribution and voluntary offer among our employees.

- We place special emphasis on our educational contribution and support the professional

development of young people.

- We recognize, manage and reduce potential or actual negative effects that our operations may

have to local communities where we operate.

- We give priority to domestic suppliers.

- As our suppliers influence our responsible operation, we fully acknowledge our moral obligation

to positively influence our supply chain and promote the principles of responsible operation to

our suppliers.

- To implement the principles of responsible operation throughout our supply chain, we have

developed a Code of Conduct for Suppliers/Partners as well as a single Procurement Process,

which defines responsibilities of our suppliers and partners, and establishes supplier selection

criteria for products and services.

Employees

We cultivate among our employees a working environment of respect, equality, security and

meritocracy. Furthermore, we offer training opportunities to provide the best possible working

conditions and professional development. In particular:

- We recognize that our business success is directly associated to our employees, therefore we strive

to create job positions, as well as reduce unemployment. Our activity also supports indirectly

hundreds of job positions throughout our value chain and the passenger shipping industry in

general.

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- We recognize the importance to establish proper living conditions for our onshore employees and

their relation with a safe work environment and the crew’s psychology.

- We are committed to create a safe work environment for our onshore and offshore office

employees regarding health and safety issues.

- We take care of the balance between personal and professional life.

- We monitor our employees’ opinion as our goal is to establish a unified culture, inextricably

related to our Vision and Values, as well as to create a work environment which supports our

employees and promotes open communication.

- We are committed to equal treatment of our employees, as well as to basing their professional

development exclusively on their performance and skills.

- We respect the International Principles of Human Rights and reject child labor, forced and abusive

labor.

- We respect the right of employees to freedom of association and participate in employee unions

- We ensure the confidentiality of information concerning the personal data of employees

- We implement a fair and transparent system of remuneration, as well as additional benefits,

aiming to attract human resources of high level.

- We seek to ensure professional development of our employees, as well as their training through

the development of an annual Training Program.

- We implement a Performance Appraisal System for our onshore and offshore employees, in order

to identify their strengths and areas for improvement.

Passengers

We are committed to offer the best possible travel experience to our customers and respond as best

we can to their needs and expectations during their journey. For this reason:

We guard the safety of our passengers on-board, offer safe products and services and implement

measures ensuring hygiene and safety of food as well as our hotel services.

We implement measures to ensure the safety of of our passengers personal belongings.

We strive to ensure protection of our customers’ personal data, in order to establish solid and

concrete trust relationships.

We responsibly advertise our products and services and aim to ensure our communication material

is fair, legal, sincere, corresponds to reality, does not display or promote stereotypes and respects

people’s diversity.

We ensure prompt communication and strive to promptly inform our customers in case of

cancellations or delays in scheduled routes, in order to minimize their potential discomfort.

We apply equal treatment policy towards all customers and behave with caution and care during

our transactions with vulnerable social groups.

We strive to develop new innovative solutions for the benefit of our passengers, in order to

continuously improve the quality of the rendered services.

In 2011 we established the Loyalty and Reward program seasmiles, which provides members with

exclusive benefits, gifts, special offers and high quality services.

Since we recognize the significance of our operations and our responsibility for rendering reliable

customer service, we have generated mechanisms, through which the customers can submit

comments and complaints to monitor our customers satisfaction.

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GOVERNANCE PILLAR

ATTICA group management places great emphasis on issues of Responsibility & Sustainable

Development, as it commits to adopt responsible policies and practices in its operations and to

harmoniously cooperate with the Stakeholders, in order to create mutual long-term value. In particular

in ATTICA group:

- We operate based on best Corporate Governance practices and have adopted the Hellenic

Corporate Governance Code.

- We have developed Remuneration Policy, as well as the BoD members Eligibility Policy.

- We prevent conflicts of interest and have developed a Conflict of Interest Management

Framework in order to prevent, identify and address existing and potential conflicts of interest

between the BoD members and corporate interests.

- We established the Procedure for Disclosure of Dependency Relations of the Independent Non-

Executive Members of the Board of Directors.

- We apply internal control and risk management systems.

- We ensure our business continuity, having developed a comprehensive Business Continuity Plan

for the continuation of our operation.

- We Implement a certified Information Security Management System at our Data Center in

accordance with the international standard ISO 27001:2013, which defines the requirements for

implementation, maintenance and continuous improvement of information security management

systems.

- We follow fair competition rules.

- We are active members in institutions and organizations (INTERFERRY, Greek Shipowners

Association for Passenger Ships (SEEN), Hellenic Chamber of Shipping (HCS).

- We have set up organizational structures to manage responsible operations and collect data to

evaluate our performance.

- We have developed Sustainable Development Policy that outlines our principles regarding

sustainable development and management of social, environmental and governance issues (ESG).

- We apply certified business Management Systems.

- We have compiled a Framework for Responsibility and Sustainable Development, arising from

internal analysis and dialogue with the Social Partners, in order to organize more effectively the

issues of responsible operation and manage them in a meaningful and systematic way.

- We recognize that social partners need greater transparency and evaluation of our performance

and focus on presenting as many quantitative indicators and targets as possible in the Annual

Corporate Responsibility Report.

Addressing ethics, transparency and corruption issues

- We apply the Code of Ethics & Professional Conduct, which includes the acceptance of the 10

Principles of the United Nations Global Compact, and has been communicated to all our of our

onshore employees.

- We have prepared and put in place the Employee Guidebook which we disclosed to all of our

offshore employees.

- We respect the International Human Rights Principles contained in, inter alia, the International

Declaration of Human Rights and the ten principles of the UN Global Compact, to which we are

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a signatory, as well as in the Maritime Labor Convention (MLC), to which we have acceded and

we monitor its correct implementation.

- We have signed the European Enterprise Manifesto 2020, part of the joint initiative “Enterprise

2020” of the Hellenic Network for Corporate Social Responsibility (CSR Hellas), the European

Business Network for Corporate Social Responsibility (CSR Europe) and 42 CSR Networks

across Europe. The Manifesto promotes cooperation and initiatives in three strategic areas:

▪ Enhance employability and social inclusion.

▪ Promote new sustainable production and consumption methods, as well as improve living

conditions.

▪ Increase transparency and respect for human rights.

- We have developed Investment Ethics Code undertaking the relevant commitments (eg integrity

in business relationships, due diligence analysis of human rights, labor rights and environmental

legal compliance) and invest in organizations that meet the defined criteria.

- We apply the Anti-Corruption Regulation, which includes the basic practices of professional

integrity and business ethics.

- Within the context of our efforts to combat and eradicate corruption, we have accepted and signed

the UN Global Compact’s ‘Call for Action’ initiative and commit to implemen t policies and

practices to effectively tackle corruption incidents.

- We have developed a Whistleblowing Procedure, to ensure that every Social Partner can report

- by name or anonymously – a potential violation of corporate policies, procedures or legislation.

All the complaints are collected and processed by ATTICA group’s Transparency Committee with

confidentiality regarding the collection and processing of personal data.

Risks related to sustainable development issues

The modern business environment is characterized by various risks: financial and non-financial. Non-

financial risks, related to sustainable development issues, pertain to ATTICA group's operations and

constitute a component of the broader framework of the annual monitoring, evaluation and

management of the Group's risks. These risks are identified, recorded, evaluated and prioritized in

order to minimize the potential adverse effects that may occur. In addition, they are included in the

Risk Register prepared by ATTICA group on an annual basis to ensure that the risks are systematically

monitored and the decisions are made on how to manage them.

Non-financial performance indicators 2021

The following table indicatively presents ATTICA group key non-financial performance indicators

for the fiscal year 2021. All the non-financial performance indicators of the Group in 2021 recorded

in the annually issued Corporate Responsibility Report, based on the Global Reporting guidelines

Initiative Standards.

Non-financial Performance Indicators

2021

2020

Social contribution (€)

1.6 m

1.3 m

Acquisition costs regarding domestic suppliers (%)

87.28%

85.6%

Training hours (hours)

10,188

11,064

Loyalty & Rewards Program Members (number)

474,924

406,733

Energy Consumption (GJ)

11,403,949

10,564,898

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The ATTICA group's performance in ESG matters will be analytically recorded in ATTICA group

Corporate Responsibility Report 2021.

All the Corporate Responsibility Reports published so far are available on the ATTICA group’s

website (https://www.attica-group.com/el/).

Awards – Distinctions in 2021

On 10/06/2021, ATTICA group announced its awarding in the Tourism Awards 2021 organized by

Boussias Communications. In particular, ATTICA group was awarded as follows:

- Gold award in the “Travel-Reward Programs-Loyalty Programs” category, for the Seasmiles

Conformity Program.

- Gold award in the “Travel-Technology enhanced experience - Utilizing technology solutions to

improve the travel experience” category for Seasmiles Chatbot.

- Silver award in the “Digital Tourism - Multichannel marketing strategy” category for the

communication strategy of Blue Star Ferries in Above The Line (ATL) and Online environment.

- Silver award in the “Digital Tourism - User interaction / Use of user generated content / Use of

influencers / Social media contest” category for increasing the brand awareness of Blue Star

Ferries through Online competitions in Social Media, User Generated Content (UCG) and

collaborations with influencers.

- Bronze award in the “Innovation - Innovative concept” category for Combined Passenger

Transport by train and ship “Sail & Rail”.

- Bronze award in the “Technology - Innovative use of Technology” category for Seasmiles

Chatbot.

On 16/06/2021, the ATTICA group announced its awarding in the Health & Safety Awards 2021

organized by Boussias Communications. In particular, ATTICA group was awarded as follows:

- Winner in the “Shipping” sector,

- Gold award in the “Disability Facilitate Space” category,

- Gold award in the “Premises Evacuation” category,

- Bronze award in the “COVID-19: Resources for the workplace” category.

On 15/12/2021, ATTICA announced its distinction with two awards, Gold & Silver, in the Greek

Hospitality Awards 2021 organized for the 6

consecutive year by ETHOS MEDIA. In particular,

ATTICA group received Golden Award in the category “Best Greek Coastal Shipping Company” and

Silver Award in the category “Best Digital Advertising and Performance Campaign”.

DISCLOSURES UNDER ARTICLE 8 OF TAXONOMY REGULATION (EU 2020/852)

The EU Taxonomy is a classification system, of activities that can under certain conditions be

considered as environmentally sustainable or as activities that enable the transition to environmental

sustainability.

Under the Taxonomy regulation, companies and organizations can attract funds to develop their

sustainable activities as well as expand them further, provided they meet certain criteria. The

compliance with these criteria is monitored continuously and reported on an annual basis, included

in the non-financial section of the annual financial report. ATTICA group represents the most

important subsidiary of the Group in terms of sales and operating results while the subsidiary RKB

represents less than 5% in terms of sales and operating results, therefore the following disclosures

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are provided for the ATTICA group. As part of the reporting process, the Group disclosures for

ATTICA group in the following section the key performance indicators relating to Taxonomy-eligible

activities for 2021:

Eligible

Non- eligible

Turnover

96.69%

3.31%

CapEx

96.29%

3.71%

OpEx

95.17%

4.83%

Qualitative information

Accounting Policy

The figures presented in this report have been calculated and are presented in accordance with the

International Financial Reporting Standards (IFRS) that have been issued by the International

Accounting Standards Board (IASB) and their interpretations. Their preparation requires estimations

during the application of ATTICA group’s accounting principles.

Important admissions are presented wherever it has been judged appropriate. The accounting

principles used in the preparation of the table presented above are outlined in Note 3.

The current section is included in the Non-Financial Information Report for the first time, as

stipulated in EU Regulation 2020/852. The information presented herein abide by the Regulation’s

requirements and the Delegated Acts issued as of the time of this publication.

The related guidelines have a relative margin of interpretation and are constantly evolving to adjust

to the needs of the process. ATTICA group pays close attention to the related developments and will

adjust its approach accordingly regarding the assumptions and applicable methodology.

For the first reporting period (FY2021) the reporting obligations cover only the Key Performance

Indicators (KPIs) of turnover, capital expenditure (CapEx) and operational expenditure (OpEx) as

well as the accompanying information regarding their interpretation and calculation.

I. Turnover KPI. The proportion of Taxonomy-eligible economic activities from the total

turnover has been calculated based on the turnover from services corresponding to Taxonomy-

eligible activities (numerator), divided by the total turnover (denominator), both of which

referring to 2021. Specifically, the total turnover of ATTICA group is presented in Notes 8

and 33.

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II. CapEx KPI. The CapEx KPI is defined as Taxonomy-eligible Capex (numerator) divided by

total Capex (denominator). As for the reporting period 2021, we only report in the numerator

on CAPEX from taxonomy-eligible economic activities, as there are no CapEx plans to

upgrade a taxonomy-eligible economic activity to become taxonomy-aligned or to expand a

taxonomy-aligned economic activity. In addition, we have not reported purchases of output

from taxonomy-eligible economic activities and individual measures, enabling certain target

activities, as reliable statements on the taxonomy-alignment of our suppliers’ output are

currently not available and we are not obliged to assess the taxonomy-alignment of our

individual measures for the purposes of the simplified reporting. The total capital expenditure

contains the additions to property, plant and equipment as well as intangible assets and right-

of-use assets during the fiscal year, before accounting for depreciation, amortization and any

re-measurements, including those resulting from any revaluations and impairments. The total

capital expenditure is presented in the Cash Flow Statement of ATTICA group which has been

consolidated in the Cash Flow Statement of MIG Group.

III. OpEx KPI. The OpEx KPI is defined as Taxonomy-eligible Opex (numerator) divided by our

total OpEx (denominator). The definition of EU Taxonomy for the operational expenses

includes expenses for research and development, renovation of buildings, maintenance and

repair, as well as any other direct expenses related to the day-to-day maintenance of property,

plant and equipment.

Total OpEx consists of direct non-capitalized costs relating to repair and maintenance

(denominator). It does not include expenditures relating to the day-to-day operation of PP&E

such as: raw materials, cost of employees operating the machine, electricity or fluids that are

necessary to operate PP&E.

Similar to CapEx above, for the reporting period 2021 we only report in the numerator on

OpEx from taxonomy-eligible economic activities, as there are no Opex plans to upgrade a

taxonomy-eligible economic activity to become taxonomy-aligned or to expand a taxonomy-

aligned economic activity.

In addition, we have not reported purchases of output from taxonomy-eligible economic

activities and individual measures, enabling certain target activities, as reliable statements on

the taxonomy-alignment of our suppliers’ output are currently not available and we are not

obliged to assess the taxonomy-alignment of our individual measures for the purposes of the

simplified reporting.

Sea and coastal freight water transport

Taxonomy activity description:

This activity consists of the purchase, financing, chartering (with or without crew) and operation of

vessels designed and equipped for transport of freight or for the combined transport of freight and

passengers on sea or coastal waters, whether scheduled or not. Moreover, the activity includes the

purchase, financing, renting and operation of vessels required for port operations and auxiliary

activities, such as tugboats, mooring vessels, pilot vessels, salvage vessels and ice-breakers.

Eligible ATTICA group activity description: ATTICA group, regarding freight transport, owns and

operates (1) ro-ro vessel, as well as twenty (20) conventional ro-pax ferries which are utilized in the

transfer of both passengers as well freight.

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Sea and coastal passenger water transport

Taxonomy activity description:

This activity consists of the purchase, financing, chartering (with or without crew) and operation of

vessels designed and equipped for performing passenger transport, on sea or coastal waters, whether

scheduled or not. The economic activities in this category include operation of ferries, water taxies

and excursions, cruise or sightseeing boats.

Eligible ATTICA group activity description: ATTICA group, operates (30) vessels, out of which

twenty-nine (29) are employed in passenger transport and more specifically, twenty (20) of which are

conventional Ro-Pax ferries, nine (9) high-speed vessels.

ATTICA group’s vessels sail in Greece (Cyclades, Dodecanese, Crete, North-East Aegean, Saronic

Gulf and Sporades) as well as in International routes. On an annual basis, the fleet operates in 2

countries, connecting 62 unique destinations and serving over 13,000 sailings, traveling for

approximately 2.2 m miles.

Minimum Safeguards

The minimum safeguards on internationally recognized human rights, labor and social standards,

confirm the EU taxonomy alignment of ATTICA group. ATTICA demonstrates due diligence to avoid

any adverse effects and fully complies with human and labor rights standards as described in the

OECD Guidelines and the United Nations Guiding Principles.

ATTICA group Corporate responsibility

ATTICA group operates and develops aiming to generate added value for shareholders and

employees, operating for the benefit of its partners and local communities and at the same time

reducing where feasible its environmental footprint.

Organizational structure has been created in ATTICA group for the effective management of

Corporate responsibility issues which is also important for collecting the necessary data for the

evaluation of its performance, both internally and by its stakeholders.

OECD Guidelines for Multinational Enterprises

ATTICA group is operating according to its Principles and the Regulation of Personal Conduct and

Business Ethics, which has been developed taking into account the OECD Guidelines for

Multinational Enterprises.

The ATTICA group Regulation of Personal Conduct and Business Ethics reflects the management’s

commitment to the 10 Principles of United nations Global Compact.

In 2020, the Regulation of Professional Conduct & Business Ethics was revised and includes our

principles and commitments regarding responsible operation towards Society, including the

commitment to recognize, manage and reduce potential or actual negative impacts to local

communities where we operate due to our operations.

Respecting Human and Labour Rights

ATTICA group respects the International Principles on Human Rights included, inter alia, in our

Regulation of Professional Conduct & Business Ethics, in the Universal Declaration of Human Rights

and the ten principles of the UN Global Compact, which we have accepted and signed, as well as in

the Maritime Labour Convention (MLC) for which we are certified and inspected.

According to the Regulation of Professional Conduct & Business Ethics:

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• Applies equal treatment regarding recruitment practices and appraise our employees fairly and

objectively.

• Commits not to tolerate any retaliation towards employees who report any human rights

violations.

At the same time, we have developed a process to identify, prioritize and integrate Corporate

Responsibility issues into local and international investment agreements.

Further information are presented in the Organization’s annual Corporate Responsibility Report,

which is available in ATTICA group’s website: https://attica-group.com/en/corporate-

responsibility/responsibility.html

9. CORPORATE GOVERNANCE STATEMENT

This corporate governance statement is included in the management report as a special component

and contains the minimum content as provided for in Article 152, Law 4548/2018, Articles 1-24, Law

4706/2020 and the relevant decisions, circulars, remarks, clarifications and recommendations of the

Hellenic Capital Market Commission.

Α. Adoption of CORPORATE GOVERNANCE CODE

The Company’s Board of Directors decided to adopt the Hellenic Corporate Governance Code

(EKED) issued in June 2021 by the Hellenic Corporate Governance Council, which was recognized

by the Hellenic Capital Market Commission as a prestiged National Authority for the issuance of a

Code (at its meeting Num. 916/7.6.2021), in accordance with Article 17, Law 4706/2020 and Num.

2/905/3.3.2021 decision of the Hellenic Capital Market Commission’s BoD.

EKED is posted on the Company's website www.marfininvestmentgroup.com.

Β. Reasoning behind the deviations from EKED’s Special Practices and clarifications.

In case of deviations frοm specific provisions of EKED (“Special Practices”) the “comply or explain”

principle applies in accordance with the applicable law. The Company is hereby presenting

substantiated explanations regarding the reasons for non-compliance with EKED’s Special Practices,

according to the decision of the Company's Board of Directors dated 27/10/2021:

2.4.7. […] A member of the remuneration

committee to be appointed as its Chair should

have served on the committee as a member

for at least one year, unless the committee

has not been established or operated in the

previous year.

As an exception, under the first

implementation of Law 4706/2020, a

deviation was brought about due to the

restructuring of the Company's

committees and the reassignment of

duties among the BoD Members,

completed on 30/06/2021.

2.4.14. The contracts of the executive

members of the Board of Directors provide

that the Board of Directors may require the

refund of all or part of the bonus awarded,

due to breach of contractual terms or

incorrect financial statements of previous

years or generally based on incorrect

The company assessed that no

amendment of the contracts of the

executive members of the Board of

Directors is required, as the Company’s

ability to recover any bonuses arises

from the legal provisions and the

approved Remuneration Policy of the

BoD Members.

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financial data, used for the calculation of this

bonus.

3.3.4 The Board of Directors collectively, as

well as the Chair, the Chief Executive and the

other members of the Board of Directors are

evaluated annually for the effective

fulfillment of their duties. At least every

three years this evaluation shall be facilitated

by an external consultant.

3.3.5 The evaluation process shall be chaired

by the Chair in cooperation with the

nomination committee. The Board of

Directors also evaluates the performance of

its Chair, a process which is chaired by the

nomination committee.

3.3.12 The Board of Directors, under the

guidance of the nomination committee, shall

ensure the annual evaluation of the

performance of the Chief Executive. The

results of the evaluation should be

communicated to the Chief Executive and

taken into account in determining his or her

variable remuneration.

The Company decided not to adopt para.

3.3.4 and other relevant paragraphs of

EKED to the extent they provide for or

refer to an individual evaluation of BoD

members.

The Board is self-evaluated as a body by

all its members, on annual basis, in

accordance with Circular 60 of the

Hellenic Capital Market Commission

and the provisions of the Company's

Suitability Policy.

Given the current small size of the

Company’s Board of Directors,

additional individual evaluation of the

BoD Members was not deemed

necessary.

Clarifications are provided below regarding the exact way of implementation of certain EKED’s

Special Practices adopted by the Company:

2.2.18. The non-executive members of the

Board of Directors do not participate in

Boards of Directors of more than five (5)

listed companies, and in the case of the Chair

more than three (3).

It is clarified that the Company

implements the particular EKED Special

Practice, without including into the

relevant calculation the participation of

the Members of the Board of Directors in

MIG group companies.

9.1 The Board of Directors shall identify the

stakeholders that are important to the

company, depending on its characteristics

and strategy, and to understand their

collective interests and how they interact

with its strategy.

The Company clarifies its creditors and

employees are obviously considered as

stakeholders important to it. The

interaction of their interests with the

Company's strategy is regulated by Law

and individual contracts.

C. Key features of the Internal Controls and Risk Management Systems of the Company

As System of Internal Controls is defined the set of internal control 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.

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The System of Internal Controls aims, inter alia, at ensuring completeness and reliability of the data

and information required for the accurate and timely determination of the financial conditions and the

preparation of reliable financial and non-financial statements in accordance with Article 151, Law

4548/2018.

According to the Decision 1/891/30.9.2020 of the BoD of the Hellenic Capital Market Commission,

as amended by the Decision 2/917/17.6.2021 of the BoD of the Hellenic Capital Market Commission,

the first evaluation of the System of Internal Controls should be completed by 31/03/2023 with a

reporting period from 17/07/2021 to 31/12/2022. Therefore, the first reference to the Evaluation

Report of the System of Internal Controls is expected to be included in the Corporate Governance

Statement for the next annual period ending at 31/12/2022.

The System of Internal Controls implemented by the Company is analytically disclosed in the

Company's Internal Regulations and the separate internal regulations, policies and procedures,

adopted by the Company and posted on the Company's website www.marfininvestmentgroup.com.

The following information is briefly disclosed below:

Internal Audit

Internal Audit is an independent unit whose officers are appointed by the Company’s Board of

Directors. Internal Audit’s operation reports to the Board of Directors through the Audit Committee,

which is empowered to monitor and evaluate its operation.

The object of Internal Audit Unit is to evaluate the adequacy and efficiency of the existing System of

Internal Controls of the Company. Every fiscal year, the Internal Audit Unit submits the Annual Audit

Plan to the Audit Committee for approval. The said plan is prepared in consultation with the

Company’s Management and upon previous assessment of the potential risks and their classification

based on their significance.

The duties and responsibilities of the Internal Audit Unit include, indicatively, the following:

o Monitor, review and assess:

a) the implementation of the Internal Regulations and the System of Internal Controls, in

particular in respect of adequacy and soundness of the financial and non-financial information

provided, risk management, regulatory compliance and corporate governance code adopted by

the Company;

b) the financial reporting quality assurance mechanisms;

c) the corporate governance mechanisms; and

d) the compliance with the commitments included in the Company’s prospectuses and business

plans regarding the use of proceeds raised from regulated market.

o Prepare reports to the audited units regarding the findings and respective risks and recommend

improvement actions, if any. The reports include the views of the audited units, the agreed upon

actions or acceptance of the risk of not taking actions, limitations on the scope of audit (if any),

final internal audit recommendations and results of the audited units’ response to its

recommendations.

o Monitor the extent of implementation of the agreed upon corrective actions arising from the audit

reports.

o Submit reports to the Audit Committee at least every three (3) months, including the most

significant issues and recommendations, regarding the abovementioned issues.

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o Participate, with an advising role, in the process of developing new procedures aimed at

establishing adequate and effective control mechanisms.

The Company’s Internal Audit Unit is in regular contact with the external auditors and the respective

departments of the subsidiaries and is updated on the audit reports or any findings, in order to ensure

that the Audit Committee will be immediately informed of significant matters pertaining to the

operation of the Group companies.

Risk Management

Risk Management is one of the key elements of the Company's System of Internal Controls. In this

context, the Company has adopted, following a relevant decision of the Board of Directors, a Risk

Management Policy which defines the fundamental principles of risk management and the role of the

Risk Management Unit within the Company.

The Risk Management Policy ensures:

• periodic risk assessment of the most significant risk bearing events related to its business activity

and operation,

• effective risk response to the identified risks, once it has evaluated the costs and benefits brought

about by every alternative way of response,

• effective risk monitoring,

• that a risk register is kept aiming at identification, analysis, control, management and monitoring

of all kinds of risk involved in the Company’s operation.

• that risk management is an important part of the decision-making process.

In the context of implementation of the Risk Management Policy, the Company takes into account:

• the nature and origin of the addressed risks,

• the Management’s risk appetite,

• the likelihood of the above risks,

• the impact of the risks on the Company's activities.

The Company assesses potential risks (at least) on an annual basis according to their origin

(endogenous – exogenous) and type (strategic, financial, operational risks, risks relating to regulatory

compliance and financial reporting). Risk assessment is performed both on a Company and on a Group

level.

The Company has established adequate mechanisms for checking and monitoring the condition and

value of its investments – assets, in order to assess and manage the risks relating to the preparation

of financial statements.

In this context, there are specific procedures implemented in a series of accounting and financial

operations such as asset impairment tests, reconciliation of bank and cash accounts, reconciliation of

receivables – liabilities etc.

Moreover, the Group utilizes various financial instruments or implements specialized strategies to

limit its exposure to financial risk factors such as financing and interest-rate risks, market risk, fuel

price risk, liquidity risk and currency risk.

The Head of the Risk Management Unit prepares a report to the Chief Executive Officer and the Audit

Committee on an annual basis, which includes, indicatively:

• The outcome of the risk assessment and effectiveness of the risk management measures, with

emphasis on significant risks,

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• The progress of actions relating to the relevant action plans regarding the risk response.

The Audit Committee and the Chief Executive Officer receive and review the annual report

and inform the Board of Directors accordingly.

Regulatory Compliance

The Company has adopted a Regulatory Compliance Policy, whose implementation effectively

contributes to monitoring and controlling compliance with the applicable regulatory and legal

provisions and the established sound compliance practices. This Policy aims at:

• Defining roles and responsibilities for regulatory compliance issues.

• Defining the key operating principles of the Regulatory Compliance Unit in the framework of the

overall System of Internal Controls.

• Defining the key principles of effective monitoring and management of regulatory compliance

risks.

• Establishing the mechanisms for monitoring constant compliance with the applicable regulatory

and legal framework.

The responsibilities of the Regulatory Compliance Unit have been undertaken by the Company’s

Legal Department, directly accountable to the Chief Executive Officer as far as such issues are

concerned. If necessary, the Legal Department may address to the Audit Committee and the Board of

Directors.

The main responsibilities of the Regulatory Compliance Unit, indicatively, include:

• Monitoring the regulatory and legislative framework and identifying new and/or modified

obligations (in collaboration with the Company's separate Departments/Units),

• Identifying areas of regulatory compliance at risk and proposing appropriate remedial action plans

necessary to address them,

• Providing ongoing support to the Board of Directors and the Management regarding Regulatory

Compliance issues,

• Providing guidelines to all stakeholders on the implementation of the Regulatory Compliance

Policy,

• Establishing and implementation appropriate and updated policies and procedures, after evaluating

the complexity and nature of the Company's operations, through coordination of actions and

provision of instructions to the involved parties, in order to achieve timely compliance with the

applicable regulations and legal framework,

• Submitting reports to the Chief Executive Officer and the Audit Committee, if requested,

• Communicating with the competent supervisory and other Authorities, if required, regarding issues

of Regulatory Compliance within its responsibilities,

• Supporting the Human Resources Department in implementing appropriate training programs, on

issues of Regulatory Compliance.

In the context of its operations, the Regulatory Compliance Unit:

• cooperates with the Internal Audit Unit and the Risk Management Unit.

• has access to all the information and documents necessary to carry out its tasks.

In the context of its responsibilities, the Regulatory Compliance Unit (with the assistance of the

Company’s competent Departments/Units if necessary) constantly monitors regulatory developments

that may affect the compliance obligations. At the same time, the competent Departments/Units

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periodically inform it about any relevant development in the regulatory and legislative framework,

regarding the Company’s obligations. It is noted that the competent Departments/Units shall inform

the Regulatory Compliance Unit about any identified deviations as well as proposals for improving

policies and procedures within the scope of their responsibilities.

D. Composition and Operation of the Company’s administrative, management and supervising

bodies and committees.

The Company’s organizational structure is recorded in its Organization Chart, incorporated in the

Company’s Internal Regulations, posted on the Company's website, including the roles and scope of

operation of the Company’s service units.

1. General Meeting

The General Meeting is the Company’s supreme body, convoked by the Board of Directors and is

empowered to decide on any matter concerning the Company. Its lawfully adopted decisions are

binding on absent or dissenting shareholders as well. The General Meeting is competent to decide on

issues regulated by article 117 of Law 4548/2018.

According to article 119 of Law 4548/2018, the General Meeting must be convened at the registered

seat of the Company or in the district of another municipality within the district of the registered seat

or at another municipality coterminous with the municipality of the seat or at another municipality

provided for in the Articles of Incorporation, at least once every financial year no later than the tenth

(10th) calendar day of the ninth month following the end of the financial year. The General Meeting

may also be held at the district of the municipality, where the seat of the Athens Stock Exchange is

located.

The Board of Directors ensures that the preparation and holding of the General Meeting will facilitate

the effective exercise of the rights of the shareholders, who must be fully informed on all matters

relating to their participation at the General Meeting, including the items on the agenda and their own

rights at the General Meeting.

The Chairman or, as the case may be, the Vice-Chairman of the Board, the Chief Executive Officer

or the General Manager, the Chairmen of BoD Committees and the Internal Audit Officer and the

statutory auditor attend the General Meeting of the shareholders in order to provide information and

update in matters of their competence brought to discussion, as well as to respond to any queries or

provide clarifications requested by the shareholders.

The General Meeting of shareholders is presided over temporarily by the Chairman of the Board of

Directors or, if he is prevented from attending, by the Vice-Chairman or, if he is also prevented from

attending, by the eldest of the BoD members present at the Meeting. A person appointed by the

Chairman acts temporarily as Secretary.

The convocation, the constitution and the operation of the General Meeting, including the remote

participation of the shareholders at the General Meeting, take place in accordance with the provisions

of the applicable law (specifically articles 116 et seq. of Law 4548/2018, as in force each time) and

the provisions of the Company’s Articles of Incorporation.

Each share affords all rights provided in the Law and the Articles of Incorporation of the Company,

as specifically provided in the explanatory report of the Board of Directors, which is compiled

pursuant to article 4 paragraphs 7 and 8 of Law 3556/2007 and is being incorporated in the report of

the Board of Directors.

The minority rights of the shareholders are exercised according to article 141 of Law 4548/2018, as

in force. Pursuant to article 121 para. 4 (a) (aa) of Law 4548/2018, the invitation of the General

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Assembly of the Company’s shareholders includes, inter alia, information at least on the rights of the

shareholders provided in paragraphs 2, 3, 6 and 7 of article 141, with reference to the time period

during which each right may be exercised, or alternatively, the concluding date until which the

specific rights may be exercised. More detailed information with regard to the specific rights and the

terms of their exercise will be available with explicit reference to the invitation to the Company’s

website.

2. Board of Directors

The Board of Directors manages and represents the Company and is competent to decide on all matters

pertaining to the administration of the Company, the management of its assets and the general pursuit

of its business objectives, except from those assigned exclusively to the General Meeting. Detailed

information on the composition, constitution, responsibilities and operation of the Board of Directors

are described in the Company's Articles of Association and the Internal Regulations of the Board of

Directors, which are posted on the Company's website.

According to the Articles of Incorporation, the Company is managed by a Board of Directors

consisting of seven (7) at least to fifteen (15) members.

Immediately upon its election, the Board of Directors meets for the purpose of being constituted in

body, appointing a Chairman, up to two Vice Chairmen and the Chief Executive Officer or the Chief

Executive Officers, and possibly one or more Deputy Chief Executive Officers.

According to the decision of the Annual General Meeting of the Company’s Shareholders dated

30/05/2019 and the decisions of the Board of Directors dated 31/05/2019, 26/02/2020, 13/04/2021,

18/06/2021 and 30/06/2021 (resignation of members, election of new member to replace them,

reconstitution of the BoD), the current composition of the Board of Directors has been since

30/06/2021 as follows:

1. Petros Katsoulas – Chairman of the Board, Independent Non-Executive Member,

2. Georgios Efstratiadis – Chief Executive Officer, Executive Member,

3. Stavroula Markouli – Executive Member,

4. Loukas Papazoglou – Non-Executive Member,

5. Konstantinos Galiatsos – Independent, Non-Executive Member

6. Stefanos Capsaskis – Independent, Non-Executive Member,

7. Efstratios Chatzigiannis - Independent, Non-Executive Member

Mr. Fotios Karatzenis, the Group’s Legal Counsel, has been appointed as Secretary of the Board of

Directors.

The changes in the composition of the Board of Directors during the year 2021 are summarized below

as follows:

• On 31/03/2021, following the resignation of the Chief Executive Officer and Executive

Member of the BoD Mr. Athanasios Papanikolaou, the duties of the Chief Executive Officer

were undertaken temporarily by the Executive Chairman at that time Mr. Panagiotis

Throuvalas.

• On 13/04/2021 it was decided that Mr. Georgios Efstratiadis, at that time Non-Executive

Member of the Board, was appointed as an Executive Member.

• On 18/06/2021 Mr. Panagiotis Throuvalas submitted his resignation from his office as

Chairman - Executive Member of the Board of Directors of the Company. The Board of

Directors elected Mr. Petros Katsoulas (by that time Independent Non-Executive Member of

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 47

the Board of Directors) as the new Chairman - Non-Executive Member of the Board of

Directors and Mr. Georgios Efstratiadis as new Chief Executive Officer of the Company.

• On 30/06/2021, the resignations of the Members Mr. Fotios Karatzenis, Christophe Vivien

and Georgios Lassados were submitted to the Board of Directors. On the same date, the Board

of Directors elected the Company’s Director of Accounting and Finance Mrs. Stavroula

Markouli as a new Executive Member of the BoD.

In its decision as of 30/06/2021, the Board of Directors ascertained the following:

- The independent Non-Executive Members of the Board of Directors, Messrs. Petros Katsoulas,

Konstantinos Galiatsos, Stefanos Capsaskis and Efstratios Chatzigiannis, elected by the decision of

the General Meeting of Shareholders of the Company dated 30/05/2019, meet the criteria and

conditions of independence provided by Article 9, Law 4706/2020.

- There are no obstacles or incompatibilities with respect to the Members of the Board of Directors

and its composition includes a sufficient representation percentage per gender, as defined in Article

3 of Law 4706/2020 and the approved Suitability Policy of the Members of the Board of Directors.

Following an annual review by the Board of Directors, further to a relevant recommendation of the

Nomination and Remuneration Committee, on the basis of data and documents collected for this

purpose, including official statements of the Independent Non-Executive Members regarding the

absence of dependence relationships, it was established that the prerequisites for independence of

Article 9, Law 4706/2020 continue to be met by the aforementioned non-executive members of the

Board of Directors, appointed as independent members by the General Meeting of the Company’s

shareholders.

The term of the Board of Directors, pursuant to article 16 paragraph 2 of the Company’s Articles of

Incorporation, cannot exceed six (6) years and is automatically extended until the expiration of the

time limit within which the next annual General Meeting must meet and until a relevant decision is

made. The current Board of Directors was elected by the Annual General Meeting held on 30/05/2019

for a 3-year term, therefore it expires on 30/05/2022 and is extended until the Annual General Meeting

of the year of expiration thereof.

The members of the Board of Directors can be re-elected or re-appointed and can be freely revoked.

Non-shareholders may also be appointed as BoD Members.

The Board of Directors is in quorum and is validly convened when half plus one of the Directors are

present or duly represented, provided that the number of the Directors who are present is never less

than three (3). For the calculation of the number of quorum any resulting fraction is omitted.

A Director who is impeded from attending may be represented only by another Director. Each Director

may represent only one absent Director. In such case, he/she has two (2) votes.

The decisions of the Board of Directors are taken by absolute majority of the present and represented

Members, except from the cases of article 5, paragraph 2 of the Articles of Incorporation. In case of

parity of votes, the vote of the Chairman of the Board of Directors shall prevail.

The discussions and resolutions of the Board of Directors are recorded in minutes kept in a special

book signed by the Directors present at the meeting. Any dissenting Director may request that his or

her opinion be recorded in summary in the relevant minutes.

The Board of Directors is allowed, in accordance with the relevant provisions, to hold a meeting by

teleconference. In this case the invitation to the members of the Board of Directors includes the

required information and technical guidance with regard to their participation in the meeting.

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MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 48

The Board of Directors may delegate the powers of management and representation of the Company

and the internal audit to one or more persons according to article 87 of Law 4548/2018.

Subject to specific authorizations for the execution of specific operations, the Company is represented

in accordance with the decision of the Board of Directors dated 30/06/2021 (which has been registered

in GEMI (General Commercial Registry) with code no. Registration No. 2581826 according to the

Announcement of GEMI with Protocols No. 2402375 of 13/07/2021).

For the more effective supervision of the operation and administration of the Company, the General

Assembly and the Board of Directors have constituted committees, which consist of members of the

Board of Directors, the powers and way of operation of which are regulated by the Company’s Internal

Regulations and the Corporate Governance Code and are mentioned in summary below.

The Annual General Meeting held on 02/06/2021 approved total gross remuneration amounting to €

345.000,39, paid to the BoD members during the period from the Annual General Meeting of

04/09/2020 to 02/06/2021. Furthermore, the General Meeting approved the advance payment of gross

remuneration up to the maximum total amount of € 460.000,00 on an annual basis until the next

annual General Meeting, which is to be held in 2022.

The Remuneration Report of the members of the Board of Directors will be submitted to the Annual

General Meeting of the shareholders, to be held in 2022. The Report will include data on the

remuneration paid within 2021, according to Article 112, Law 4548/2018 and the Company's

Remuneration Policy.

The Remuneration Policy remains available on the Company's website for at least as long as it is

valid, while Remuneration Reports are posted in accordance with the Law on the Company's website

(www.marfininvestmentgroup.com) for a period of at least ten (10) years.

In 2021, the Board of Directors held 12 meetings and adopted 11 written resolutions without holding

a meeting in accordance with the provisions of Para. 1, Article 94, Law 4548/2018).

All the Members of the Board of Directors participated in all the meetings that took place during their

term of office as follows:

Name /

Participation

In person

By Proxy

Physically

present

Via video/tele-

conference

Petros Katsoulas

6/12

Georgios Efstratiadis

11/12

1/12

Stavroula Markouli

(from 30 June)

5/5

Loukas Papazoglou

7/12

4/12

1/12

Konstantinos Galiatsos

8/12

4/12

Stefanos Capsaskis

4/12

6/12

2/12

Efstratios Chatzigiannis

2/12

10/12

Panagiotis Throuvalas

(from 18 June)

6/6

Athanasios Papanikolaou

(until 31 March)

4/4

Christophe Vivien

(until 30 June)

7/7

Fotios Karatzenis

(until 30 June)

6/7

1/7

Georgios Lassados

(until 30 June)

7/7

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 49

Analytical CVs

Analytical CVs of the Members of the current Board of Directors as well as the Company’s key

executives are presented below as follows:

Petros Katsoulas, Chairman – Independent Non-Executive Member of the BoD

Mr. Katsoulas is a graduate of the Department of Computer Science of the University of Crete (1988)

and holds a M.Sc. degree in Software Engineering and an MBA degree (Masters in Business

Administration) from Aston University, Birmingham, UK (1990 and 1993 respectively). He started

his professional career in July 1993 in the investment banking department of Barclays Bank (BZW)

in Athens, where he was occupied until October 1996. From October 1996 to December 1997 he

worked at BZW in London in the field of investment banking. In 1998, he started working in the stock

analysis department of the investment banking sector of Credit Suisse Bank in London, where from

2001 to 2008 he was in charge of analyzing shares of European telecommunications companies and

from 2008 until 2010 – in charge of analyzing Greek companies. In May 2010, he started working at

the NBG Securities (a subsidiary of the National Bank of Greece) as Head of trading and sale of

shares for institutional investors and since July 2011 - as the CEO of the NBG Securities. In August

2013, he started working at Eurobank as General Manager of the Group Strategy and member of the

Executive Committee. Mr. Katsoulas has been working as an Investment Director at Elikonos Capital

SA since September 2015.

Georgios Efstratiadis, Chief Executive Officer – Executive Member of the BoD

Mr. Efstratiadis studied Economics at the AUEB and received a postgraduate degree specializing in

finance and investment from the University of Exeter (England). He started his career at Ergasias

Bank as a financial analyst, credit executive and later as the General Manager of the investment

subsidiary Proodos Hellenic Investments. In 1998 he started working at MARFIN group as Head of

the fund management department and later as the CEO of Marfin Global Asset Management S.A.

From 2006 to 2007 he was the Managing Director of Marfin Bank, while from 2007 to 2010 he held

the position of MIG General Manager. In 2010 he was appointed Deputy CEO of Olympic Air where

he remained until 2012. In the period from 2011 to 2016 he also undertook the position of Chairman

and CEO of the ground handling company SKYSERV (former OLYMPIC HANDLING S.A.). He is

also the Chairman and CEO of Athenian Engineering while he has been also Deputy Chairman of

HYGEIA Private Hospital. Mr. Efstratiadis has been a member of the Board of Directors of several

companies for a number of years, such as Delta, Goody’s, Singular Logic, Barba Stathis, Hygeia,

while he remains a member of the Board of Directors of the listed company Attica Group. He was

also a member of the audit committees of Hygeia (Chairman), Singular Logic (Chairman), Attica

Group, Vivartia and MIG. He is a member of the Economic Chamber of Greece.

Stavroula Markouli, Director of Accounting and Finance – Executive Member of the BoD

Ms. Markouli graduated from Athens University of Economics and Business (AUEB) and is

specialized in Accounting. From 1986 to 2000 she worked as Head of accounting in various Greek

companies, operating in the sectors of transportations and industrial products. In 2000, she started

working in MARFIN group as Head of the accounting department of MARFIN Securities. From 2003

to September 2007, she worked as Head of the accounting department of INVESTMENT BANK OF

GREECE. From October 2007 to February 2020, she was the Head of the accounting department of

MARFIN INVESTMENT GROUP (MIG) and from March 2020 - Director of Finance department.

Occasionally, she he has served as a Member of the Board of Directors in MIG Group companies.

Loukas Papazoglou, Non-Executive Member of the BoD

Loukas Papazoglou is a business consultant and holds extensive experience in international and Greek

companies. He has served as Special Secretary for Privatization, Chairman of Athens International

Airport, Project Manager and member of the Board of Directors at the Aegean Motorway and Olympia

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

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Odos as a representative of the shareholder (HTC), CEO at APIVITA S.A. He graduated from the

department of Business Administration at AUEB and holds a postgraduate degree (MSc) in

International Banking and Finance from the University of Reading.

Konstantinos Galiatsos, Independent Non-Executive Member of the BoD

Konstantinos Galiatsos holds multiannual professional experience in various departments of the

financial sector. For several years, he worked as an executive in a systemic Greek bank and was a

Deputy Chairman and General Manager of a Portfolio Investment Societe Anonyme, listed on Athens

Stock Exchange. He was also Chairman & CEO of the National Fund for Entrepreneurship and

Development (ETEAN). He was a lecturer at the University of the Aegean, at the Athens University

of Economics and Business, at the National Technical University of Athens, at the Hellenic Open

University as well as at numerous professional seminars. For several years he was the Head of the

Educational Program of the Hellenic Banking Institute of the Hellenic Banking Association. He is

author of several books and articles published in scientific journals.

Stefanos Capsaskis, Independent Non-Executive Member of the BoD

Stefanos K. Capsaskis holds a degree in chemical engineering M.Eng. and Ph.D. from the University

of Cambridge (UK). From 1999 he worked in the field of venture capital, first at Emporiki Capital as

Investment Manager (1999-2003) and then at 7L Capital Advisors as Partner (2003-2021). Since

2017, he has been a lecturer at the University of Cambridge, a Senior Associate in the Department of

Chemical Engineering and Biotechnology. Prior to 1999, he was an executive and manager of the

Ergasias Bank, London branch. He was a non-executive member of the BoD of Probank (2003-2011)

and since 2012 he has been a member of the BoD of the Foundation for Economic & Industrial

Research (IOBE).

Efstratios Chatzigiannis, Independent Non-Executive Member of the BoD

Mr. Stratos Hatzigiannis has over 30 years of professional experience. Since 2014 he has been a

member of the Advisory Board of Landbay, a pioneer in P2PO fintech industry. He is also a consultant

to start-ups and medium-sized enterprises, already operating in the field of technology, providing

advice on corporate governance structures, financial management and development strategies. He

began his career in 1979 at KPMG London where he specialized as a Certified Auditor (ACA 1983).

Until 1996, Mr. Hatzigiannis focused on the financial and construction sector, gaining experience in

project management and capital markets. In 1997 he was appointed Head of Capital Markets at NBGI

London. Furthermore, he was the President of NBG PLC. He was elected President and Vice President

of the Hellenic Bankers Association UK for 3 consecutive terms. He holds a degree in Economics

(Industry and Trade) and a postgraduate degree in Accounting and Finance from the London School

of Economics.

Fotios Karatzenis, Legal Consultant & Secretary of the BoD

Fotios Karatzenis was born in 1964. He graduated from the Law Department of the Law School of

the University of Athens, and received a Master's degree Legum Magister (LL.M.) and a Doctorate

Doctor Juris (Dr. Jur.) (LL.M.) from the University of Freiburg i.Br. (Germany). He was a Research

Fellow at the Institute for Foreigners and Private International Law at the University of Freiburg i.

Br., and Partner - Deputy Administrator in a well-known law firm in Athens. From 2002 to 2011 he

was Group Chief Legal Counsel of MARFIN BANK and then of MARFIN EGNATIA BANK and

MARFIN POPULAR BANK. From 2002 until today he has been the Legal Counsel of MARFIN

INVESTMENT GROUP (MIG). Fotios Karatzenis has been a lecturer at academic and professional

seminars and has published a number of scientific studies on issues related to corporate, banking and

capital market law. He speaks English and German.

It follows from the above statement that the current composition of the Board of Directors reflects

the knowledge, skills and experience its members are required to possess in order to exercise their

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 51

duties, in accordance with the Suitability Policy of the Board of Directors, the Company’s business

model and strategy.

External professional commitments

The table, presented below, the professional commitments of the Members of the Board of Directors

and the Company’s key executives outside MIG Group, as disclosed to the Company:

FULL NAME

Corporate Name

Professional Commitment

Petros Katsoulas

ELIKONOS CAPITAL S.A.

Chairman of the BoD

RAYMETRICS S.A.

Deputy Chairman of the BoD

YOUTHLAB S.A.

Member of the BoD

KORRES S.A.

Member of the BoD

AUSTRIACARD A.G.

Member of the BoD

Loukas Papazoglou

NOVAL PROPERTY

Independent Non-Executive

Member of the BoD

Stefanos Capsaskis

JNP STRATEGY &

MANAGEMENT

CONSULTING P.C.

Senior Advisor

Efstratios Chatzigiannis

PRM EP LTD

Member of the BoD

ILA POTHECOM LTD

Member of the BoD

The f ollowing table pres ents t he number of t he C ompa ny’s s hares held by ea ch memb er of

the Board of Directors and key executive of the Company:

NAME

NUMBER OF SHARES

(31/12/2021)

NUMBER OF SHARES

(5/4/2022)

Petros Katsoulas

500,000

Georgios Efstratiadis

420,010

Stavroula Markouli

12,000

Lukas Papazoglou

Stefanos Capsaskis

Konstantinos Galiatsos

Efstratios Chatzigiannis

450,000

Fotios Karatzenis

45,000

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 52

BoD Members’ Suitability Policy

BoD Members’ Suitability Policy is governed by the principle of transparency and aims to facilitate

high professional quality of the BoD members selected through impartiality and non-discrimination,

in order to ensure the effective operation of the Company based on the overall strategy and its

medium/long-term business objectives, and the fulfillment of the BoD’s role in promoting the

corporate interests.

The Company monitors the effectiveness of the BoD Members’ Suitability Policy and evaluates it at

regular intervals or when deemed necessary. The Board of Directors is in charge of monitoring of the

implementation of the Suitability Policy, assisted by the Company’s Nomination & Remuneration

Committee, when appropriate.

The BoD approves the amendments to the Suitability Policy based on relevant recommendations of

the Nomination & Remuneration Committee. If deemed substantial, the amendments are submitted

for approval to the General Meeting of Shareholders, in compliance with Article 3, para. 3, Law

4706/2020.

The Company has put in place a Succession Plan for its Board Members in order that the management

of the Company’s affairs and the decision making process are smoothly continued in the event of

resignation of a Board Member.

BoD Members’ Suitability Policy is posted on the Company's website

(www.marfininvestmentgroup.com.

Diversity policy

Aiming at the enhancement of its development and competitiveness, the Company considers the

increased diversity in its Board of Directors as a basic element for the achievement of the strategic

targets of MIG Group, taking especially into consideration the various sectors where the individual

subsidiary companies operate.

In particular, the diversity of education, professional experience and origin among the members of

the Board of Directors facilitates the understanding of business organization and business affairs and

renders objective and constructive the exchange of opinions and the examination of the issues from

different perspectives, for the taking of successful decisions. In contrast, inefficient diversity could

lead to one-dimensional approaches and limited exchange of opinions, fewer ideas and challenges

during BoD meetings and perhaps to less effective supervision of the Board of Directors or the

executive members.

The Company encourages diversity of the BoD members and key executives without discrimination

in relation to nationality, race, language, religious or political beliefs, age, etc. Furthermore, the

Company encourages equal treatment and provision of equal opportunities irrespective of gender in

accordance with the applicable legislation, in order to ensure adequate representation per gender (at

least 25%, rounding any fraction to the previous digit).

3. Audit Committee

The main objective of the Audit Committee is to assist the Board of Directors exercising its

supervisory duties, ensuring the transparency of corporate activities and fulfilling the obligations and

responsibilities towards its shareholders and the supervising authorities. Therefore, the Audit

Committee reports to the Company’s Board of Directors. The Committee meets at least every three

months or whenever considered necessary.

The role of the Audit Committee includes, inter alia, the following:

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MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

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➢ updating the Company’s Board of Directors about the result of the statutory audit and explaining

the way the audit contributes to the integrity of the financial information and the role of the

Committee during this procedure;

➢ monitoring the statutory audit of the separate and consolidated financial statements, monitoring

the procedure of the preparation of financial reporting and submitting recommendations or

proposals to ensure its integrity;

➢ monitoring the effectiveness of the System of Internal Controls;

➢ evaluating and approving the annual audit plan of the Internal Audit Unit;

➢ reviewing and monitoring the independence of the statutory auditors and, in particular, their

suitability for the provision of non-audit services to the Company in accordance with the

applicable legislation;

➢ submitting proposals to the Company’s Board of Directors regarding the appointment of statutory

auditors.

The Committee informs the Board of Directors about its areas of responsibility and findings in

accordance with the legislation, the Company's and the Committee’s Internal Regulations, which has

been approved by the Board of Directors and can be amended by the Board of Directors following

Committee’s recommendations. On quarterly basis, the Committee submits to the Board of Directors

all the minutes of its meetings, further attached to the minutes of the Board of Directors meetings.

According to the Committee’s Internal Regulations, the Audit Committee consists of at least three

(3) Members, whose majority (i.e. at least 2 members) are Independent, within the meaning of Article

9, Law 4706/2020. The members of the Audit Committee are appointed by the General Meeting of

the Company's shareholders, in accordance with the applicable legislation.

The Audit Committee’s Internal Regulations are posted on the Company's website.

The most important issues the Committee addressed during 2021 were the following:

➢ Update on the results of the tax audit for fiscal year 2020, conducted under the provisions of

Article 65A of the Code of Tax Procedure (Law 4174/2013).

➢ Update by the statutory auditors and approval of the annual statutory audit plan 2021, key risk

areas and implementation schedule.

➢ Monitoring and evaluation of the procedure of preparation of financial reporting and the

procedures performed by the statutory auditors.

➢ Update on the annual statutory auditor’s report on the separate and consolidated financial

statements for fiscal year 2020 as well as the statutory auditor’s review report on the interim

separate and consolidated financial statements for fiscal year 2021.

➢ Update on the audits and findings of the Company’s Internal Audit Unit and the respective Units

of the subsidiaries.

➢ Submission of reports to the Board of Directors regarding the review of the annual separate and

consolidated financial statements for fiscal year 2020 and the interim separate and consolidated

financial statements for fiscal year 2021.

➢ Submission of a proposal to the Board of Directors on appointing the Company’s statutory

auditors for fiscal year 2021.

➢ Preparation of an annual report of the Committee’s activities for 2020 addressed to the Annual

General Meeting of Shareholders held on 02/06/2021.

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➢ Granting consent to the provision of non-audit services by Grant Thornton, since it was assessed

that no threat was posed to its independence, based on the provisions of Law 4449/2017 and EU

Regulation no. 537/2014.

➢ Update on the Company's compliance actions with the new legal framework on corporate

governance.

➢ Recommendation to the Board of Directors on the approval of updated Operating Regulations of

the Audit Committee and the Internal Audit Unit.

➢ Approval of the Internal Audit Unit’s annual audit plan for 2021.

It is noted that, in 2022, in order to complete the review and evaluation of the financial reporting

procedures for fiscal year 2021, the Committee held two (2) meetings with the statutory auditors.

While exercising its duties, the Audit Committee had full access to all the information necessary to

effectively perform its work.

In 2021, the composition of the Audit Committee was as follows:

• Until 12/04/2021: a) Georgios Lassados, Chairman, Independent Non-executive BoD Member,

b) Petros Katsoulas, Member, Independent Non-executive BoD Member and c) Georgios

Efstratiadis, Member, Non-executive BoD Member.

• By virtue of the 13/04/2021 decision of the Board of Directors, Mr. Christophe Vivien, Non-

executive BoD Member, was elected as new Member of the Audit Committee in replacement of

Mr. Georgios Efstratiadis.

• By virtue of the 18/06/2021 and 30/06/2021 decisions of the Board of Directors, Messrs. Stefanos

Capsaskis, Independent Non-executive BoD Member, Efstratios Chatzigiannis, Independent

Non-Executive BoD Member and Konstantinos Galiatsos, Independent Non-Executive BoD

Member were elected as new Members of the Audit Committee in replacement of Messrs. Petros

Katsoulas, Georgios Lassados and Christophe Vivien, who resigned. On 30/06/2021, the Audit

Committee unanimously elected Mr. Capsaskis as its Chairman.

It is noted that the Board of Directors as of 30/06/2021 further disclosed that:

- All the new Members of the Audit Committee have sufficient knowledge in the sectors in which the

Company operates, as they have been serving as Members of the Company’s Board of Directors for

a long time.

- At least one of the Members, namely Mr. Efstratios Chatzigiannis, has sufficient knowledge in the

domain of accounting and auditing.

The Extraordinary General Meeting held on 17/01/2022 confirmed the current composition of the

Audit Committee of three (3) Independent Non-Executive Members, in accordance with the

Committee’s Internal Regulations and the applicable legislation.

In 2021, the Audit Committee held 9 meetings and adopted 8 written resolutions without holding a

meeting. All the Members of the Committee participated in all the meetings and/or in any other

decision-making procedures during their term of office.

4. Nomination & Remuneration Committee

The Company’s Nomination and Remuneration Committee was assigned with the responsibilities of

the remuneration Committee under Article 11, Law 4706/2020 and those of the nomination Committee

under Article 12, Law 4706/2020 (effective from 17/07/2021). This Committee was established in

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MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 55

2004 and for reasons of continuity it retained its name in accordance with the decision of the Board

of Directors dated 30/06/2021.

The Nomination & Remuneration Committee assists the Board of Directors in fulfilling its duties

pertaining to issues of staff nomination, in particular composition of the Board of Directors and the

Audit Committee, remuneration of the BoD members, nomination and remuneration of the Company's

executives, and to the implementation of the approved Remuneration Policy, in complia nce with the

applicable legislative and regulatory framework, including the provisions of Articles 10-12, Law

4706/2020 and Articles 109 et seq., Law 4548/2018.

The Committee’s main objective is:

Α.1 Nomination of candidates

• Ensuring the existence of effective and transparent procedures for nominating potential BoD

members,

• Identification and recommendation to the BoD of suitable candidates to become BoD members,

• Assistance in ensuring that the composition and structure of the Company’s BoD corresponds to

the size, business characteristics, nature, scope and complexity of the Company's operations.

Α.2 Remuneration procedures

• Submission of proposals to the BoD regarding the content of the Remuneration Policy which is

submitted for approval by the General Meeting, in accordance with Par. 2, Article 110, Law

4548/2018 and assistance to the BoD to monitor its implementation,

• Submission of proposals to the BoD regarding the remuneration and other benefits of the persons

falling within the scope of the Remuneration Policy, in accordance with Article 110, Law

4548/2018 and regarding the remuneration of the key executives, especially the Head of the

Internal Audit Unit,

• Review of the information included in the final draft of the annual remuneration report, providing

its opinion to the BoD before the report is submitted to the General Meeting, in accordance with

Article 112, Law 4548/2018.

The Committee consists of three (3) members, elected among the non-executive members of the Board

of Directors. At least two (2) of its members are independent non-executive BoD members. The BoD

can appoint all the members of the Committee from its independent non-executive members. The

Chairman of the Committee is elected by its members at the first meeting held once the Committee

has been established and is an independent non-executive member of the Board of Directors.

The Committee meets at least once a year and extraordinarily, whenever the Chairman of the

Committee or any of its members consider it necessary.

The Committee’s responsibilities and the relevant procedures performed in order to meet its objective

are disclosed in the Committee’s Internal Regulations, approved by the Board of Directors and

amended by it following the Committee’s recommendations.

The Internal Regulations of the Nomination & Remuneration are posted on the Company's website.

In 2021, the Nomination & Remuneration Committee was composed of the following members:

• Till 30/06/2021: a) Fotios Karatzenis, Chairman, Non-executive BoD Member, b) Stefanos

Capsaskis, Member, Independent Non-executive BoD Member and c) Georgios Lassados,

Member, Independent Non-executive BoD Member.

• Following the 30/06/2021 decision of the Board of Directors, Messrs. Konstantinos Galiatsos,

Independent Non-Executive BoD Member and Loukas Papazoglou, Non-executive BoD Member,

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 56

were elected as new Members of the Nomination & Remuneration Committee in replacement of

Messrs. Karatzenis and Lassados, who resigned.

• On 30/06/2021, the Nomination & Remuneration Committee unanimously elected Mr. Galiatsos

its Chairman.

Therefore, the current composition of the Committee is as follows:

1. Konstantinos Galiatsos, Chairman,

2. Stefanos Capsaskis, and

3. Loukas Papazoglou.

In 2021, the Committee addressed the following issues:

➢ Proposing administrative changes,

➢ Submitting proposals to the BoD on remuneration and other benefits of the BoD members and

remuneration of the key executives,

➢ Submitting recommendation for approval of the Committee’s updated Internal Regulations,

➢ Submitting recommendations for approval of the revised Remuneration Policy and the adjusted

Suitability Policy of the BoD Members.

In 2021, the Committee adopted 6 written resolutions without holding a meeting. All the Members of

the Committee participated in all decision-making procedures during their term of office.

Evaluation of the Board of Directors and the Committees

The Board of Directors and the Audit and Nomination & Remuneration Committees perform self-

evaluation of their activities and effectiveness on annual basis. The Board of Directors can be

evaluated by third parties as well.

After the completion of the evaluations, the results are presented to the Board of Directors where

recommendations are made and relevant decisions are taken in order to improve the operation of the

BoD and the Committees, wherever necessary.

The results of the evaluation of the Board of Directors and the Committees for 2021 - the first one

performed after the entry into force of Law 4706/2020 on corporate governance - were presented to

the Board of Directors at its meeting held on 24/02/2022. The first evaluation was particularly

satisfactory, taking into consideration the fact that the new internal procedures the company

established under Law 4706/2020 have not yet been fully tested in practice, due to the limited time

that has elapsed since their adoption.

Last, in accordance with a special practice of the EKED, the Non-Executive Members of the Board

of Directors meet at least annually, or exceptionally when judged appropriate without the presence of

Executive Members in order to discuss the performance of the latter. The first meeting of the Non-

Executive Members of the Company’s Board of Directors took place in compliance with the afore

mentioned special practice on 04/04/2022.

Policies that ensure provision of adequate information of the Board of Directors to facilitate

decision-making regarding Related Party Transactions

The Company has put in place and implements a Framework for the Management of Related Party

Transactions, which records the general policy and procedures, regulating the Company's transactions

with related parties. Among other things, it is provided that every business unit that handles and

processes each potential transaction shall gather sufficient information about the counterparty and the

proposed terms of the transaction in order that it is assessed whether the intended transaction shall be

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 57

treated according to the policy regarding related party transactions. Thereafter, the Board of Directors

shall be adequately informed in view of the decision-making in accordance with the effective

legislation (Articles 99 et seq., Law 4548/2018 in particular).

Sustainable Development Policy

The sustainable development of the Company is based on adopting responsible policies and practices

in the course of its business operations. The factors, related to environmental protection, positive

impact on society and sound governance constitute the criteria, which the Company takes seriously

and manages strategically, driven by long-term value generation. The Company’s Sustainable

Development Policy is incorporated in its Internal Regulations, posted on the Company's website

(www.marfininvestmentgroup.gr).

The consolidated non-financial reporting, legally included in the Board of Directors Management

Report, contains information on environmental, social and labor issues and the respect for human

rights, thus reflecting the sustainable development policy pursued by other companies of the Group.

The sustainable development policy of the subsidiary "ATTICA HOLDINGS S.A. "is included in its

Internal Regulations, posted on its website (www.attica-group.com).

Information under Article 152, Par. 1(d), Law 4548/2018

The information as provided in Article 152, Para. 1(d), Law 4548/2018 is included in the explanatory

report of the Board of Directors, compiled according to Article 4, Paras. 7 and 8, Law 3556/2007 and

is incorporated in the Board of Directors report.

Statutory Auditors

Auditing Firm:

GRANT THORNTON S.A.

I.C.P.A. Reg. No: 127

Statutory Auditor:

Pelagia Kaza

I.C.P.A. Reg. No: 62591

10. INFORMATION AND EXPLANATORY REPORT ON THE ARTICLE 4 (7) & (8) OF THE

LAW 3556/2007

This explanatory report of the Board of Directors of “MARFIN INVESTMENT GROUP HOLDINGS

S.A.” (hereinafter “the Company”) is submitted to the Ordinary General Meeting of its shareholders

and is incorporated into the Report of the Board of Directors pursuant to article 4 (7) and (8) of the

Law 3556/2007.

10.1 Structure of the Company’s share capital

On 31/12/2021 the share capital of the company amounted to € 93,951,074.80 fully paid, divided into

939,510,748 ordinary registered shares of a nominal value of € 0.10 each. The Company’s shares are

listed for trading on the Main Market of Athens Exchange.

Each share confers all rights as provided by law and by the company’s Articles of Association, among

which:

• a right to receive the profits and the proceeds of the liquidation of the Company (article 37 para.

3 L. 4548/2018);

• a pre-emption right at each share capital increase of the Company not involving contribution in

kind and at each convertible bond loan issue (article 26 L. 4548/2018);

• a right to participate in a General Meeting, whereas each share confers a right to one vote (articles

124 & 37 para. 3 L. 4548/2018);

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 58

• a right to obtain a copy of the financial statements and reports of the auditors and the Board of

Directors of the Company 10 days prior to the annual general meeting (article 123 para. 1 L.

4548/2018);

Furthermore, it is hereby noted that the 2nd Reiterative Annual General Meeting of the Shareholders

that took place on 10/07/2017 resolved that a new Convertible Bond Loan be issued (hereinafter

referred to as the “CBL”) in the maximum amount of € 460 m., whose outstanding balance amounted

to € 160 m. on 31/12/2021.In accordance with the terms of the CBL, its bonds have not been listed

for trading on the Athens Exchange.

10.2 Restrictions on the transfer of the Company’s shares

The transfer of the Company’s shares is effective in accordance wit h the Law and there are no

restrictions on their transfer pursuant to the Company’s articles of incorporation, considering that

they are intangible shares listed on the ASE.

10.3 Significant direct or indirect holdings for the purpose of the Law 3556/2007

According to the notifications received by the Company from the shareholders - holders of voting

rights pursuant to the Law 3556/2007, the shareholders who directly or indirectly held more than 5%

of the total voting rights of the Company on 31/12/2021 are the following:

Shareholder

Percentage on voting rights based on the

latest notification received from the

shareholder until 31/12/2021

Current percentage on voting

rights

PIRAEUS FINANCIAL

HOLDINGS S.A.

31.1935%

“PIRAEUS FINANCIAL HOLDINGS S.A.” holds 31.1935% of the voting rights of the Issuer

exclusively indirectly, through its controlled undertaking under the corporate name “PIRAEUS

BANK S.A.”.

10.4 Shares conferring special control rights

As per article 19 of the Company’s Articles of Incorporation, a right to appoint one (1) member in

the Company’s Board of Directors pursuant to formerly effective provisions of article 18 (3), (4) and

(5) of the Law 2190/1920 (currently replaced by article 79 of L. 4548/2018) is conferred to Messrs.

(a) Theodoros Kaloudis, the son of Antonios, and (b) Athanassios Panagoulias, the son of Theodoros,

and to each acting separately, provided that each of them owns shares of the Company representing

at least 5% of the entire share capital. Messrs. Theodoros Kaloudis and Athanassios Panagoulias may

even appoint themselves. In case any of the above shareholders exercises this right, the General

Meeting shall limit its respective power to the election of the remaining members of the Board. The

aforementioned article originates from the articles of association of “COMM GROUP S.A.” which

merged through absorption of “Maritime and Financial Investment Holdings S.A.” and “Marfin

Classic S.A.” on 08/03/2004. Regarding the above, it is hereby noted that neither of the

aforementioned persons held a percentage equal or more than 5% of the share capital of the Company

on 31/12/2021.

10.5 Restrictions on voting rights

No restrictions or deadlines are imposed by its Articles on exercising of the voting rights deriving

from the Company’s shares.

ANNUAL REPORT 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 59

10.6 Shareholders’ agreements in the Company

The Company is not aware of any agreements between its shareholders which might result in

restrictions on the transfer of the Company’s shares or in the exercise of the voting rights conferred

by its shares.

10.7 Rules on appointment and replacement of the Board members and amendment of

Articles

In addition to the above mentioned in the relevant section of the Corporate Governance Statement

regarding the appointment and replacement of the members of the Board of Directors of the Company

and the amendment of the provisions of the Articles of Incorporation, the provisions of L. 4548/2018

apply.

10.8 Competency of the Board of Directors in respect to the issuance of new shares or buy-

back programs

A) The Board of Directors may issue new shares according to the provisions of L. 4548/2018 and

especially articles 24 (Extraordinary capital increase) and 71 para. 4 (Convertible Bond Loan).

B) During the current period, no share buy-back program is in effect.

10.9 Important agreements that are to come into effect to be amended or expire in case of

change of control following a tender offer

There are no important agreements which will come into effect, be amended or expire in case of

change of control following a tender offer.

10.10 Agreements with members of the Board or personnel of the Company

There are no agreements of the Company with members of its Board of Directors or its personnel that

provide for a payment of compensation, especially, in case of resignation or unfair dismissal or in

case of termination of their term or employment following a tender offer.

It is hereby noted that by resolutions of the Annual General Meetings of the Company’s Shareholders

dated 15/06/2017 and 25/08/2018, the Company’s employees’ pension plan was approved with a

minimum duration of 10 years.

Athens, April 08, 2022

As and on behalf on the B.o.D.

Georgios Efstratiadis

The Chief Executive Officer

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 60

D. ANNUAL SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE

FINANCIAL YEAR ENDED AS AT 31st OF DECEMBER 2021

ACCORDING TO THE INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS),

AS ADOPTED BY THE EUROPEAN UNION

The attached financial statements were approved by the Board of Directors of MARFIN

INVESTMENT GROUP HOLDINGS S.A. as of 08/04/2022 and have been published on the

Company’s website www.marfininvestmentgroup.com as well as on the Athens Stock Exchange’s

website. The annual financial statements of the consolidated subsidiaries are posted on the same

website in accordance with the provisions of decision 12

/889/31.8.2020 of the Hellenic Capital

Market Commission.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 61

CONSOLIDATED INCOME STATEMENT FOR THE FINANCIAL YEAR 2021

THE GROUP

Amounts in € '000

Note

01/01-31/12/2021

01/01-31/12/2020

Sales

359 ,841

303 ,150

Cost of sales

(319 ,540)

(268 ,834)

Gross profit

40,30 1

34,31 6

Administrative expenses

(37,39 0)

(35,49 7)

Distribution expenses

(23,23 1)

(18,35 8)

Other operating income

8,338

7,257

Other operating expenses

(1,055)

(1,326)

Operating profit/(loss)

(13,03 7)

(13,60 8)

Other financial results

25,87 2

(40,68 5)

Financial expenses

(37,72 0)

(42,53 5)

Financial income

345

611

Share in net gains/(losses) of companies accounted for by the equity method

(1,410)

(1,208)

Losses before tax from continuing operations

(25,95 0)

(97,42 5)

Income tax

306

(295)

Losses after tax for the year from continuing operations

(25,64 4)

(97,72 0)

Losses for the year from discontinued operations

7.4

(67,84 2)

Losses after tax for the year

(25,64 4)

(165 ,562)

Attributable to:

Owners of the parent

(22,90 4)

(154 ,490)

- from continuing operations

(22,90 4)

(85,70 0)

- from discontinued operations

(68,79 0)

Non-controlling interests

(2,740)

(11,07 2)

- from continuing operations

(2,740)

(12,02 0)

- from discontinued operations

948

Losses per share (€ / share) :

Basic losses per share

(0.024 4)

(0.164 4)

- Basic losses per share from continuing operations

(0.024 4)

(0.091 2)

- Basic losses per share from discontinued operations

(0.073 2)

Diluted losses per share

(0.00 50)

(0.034 1)

- Diluted losses per share from continuing operations

(0.00 50)

(0.017 8)

- Diluted losses per share from discontinued operations

(0.0163)

The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements

Note:

The items in the consolidated Income Statement for the comparative annual period ended as at 31/12/2020 have been

readjusted following the Final Decision of IFRS Interpretations Committee on “Attributing Benefit to Periods of Service

(IAS 19) applied as a change to accounting policies (see Note 3.5.3).

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 62

SEPARATE INCOME STATEMENT FOR THE FINANCIAL YEAR 2021

THE COMPANY

Amounts in € '000

Note

01/01-31/12/2021

01/01-31/12/2020

Income/(Expenses) from investments in subsidiaries & other financial assets

(36,912)

(266,894)

Income/(Expenses) from financial assets at fair value through profit or loss

(1)

Other income

Total Operating income/(expenses)

(36,863)

(266,886)

Fees and other expenses to third parties

(1,038)

(1,586)

Wages, salaries and social security costs

(2,657)

(3,172)

Depreciation and amortization

(306)

(333)

Other operating expenses

(1,700)

(1,816)

Total operating expenses

(5,701)

(6,907)

Financial income

331

Financial expenses

(17,937)

(24,092)

Other financial results

32,955

Losses before tax for the year

(27,531)

(297,554)

Income tax

Losses after tax for the year

(27,531)

(297,554)

Losses per share (€ / share) :

- Basic

(0.0293)

(0.3167)

- Diluted

(0.0065)

(0.0680)

The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements

Note:

The items in the separate Income Statement for the comparative annual period ended as at 31/12/2020 have been readjusted

following the Final Decision of IFRS Interpretations Committee on “Attributing Benefit to Periods of Service (IAS 19)

applied as a change to accounting policies (see Note 3.5.3).

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 63

CONSOLIDATED AND SEPARATE STATEMENT OF COMPREHENSIVE INCOME FOR

THE FINANCIAL YEAR 2021

THE GROUP

THE COMPANY

Amounts in € '000

Note

01/01-31/12/2021

01/01-31/12/2020

01/01-31/12/2021

01/01-31/12/2020

Losses for the year (from continuing and

discontinued operations)

(25,64 4)

(165 ,562)

(27,531)

(297,554)

Other comprehensive income:

Amounts that will not be reclassified in the Income

Statement in subsequent years

Remeasurement of defined benefit pension plans

(325)

Deferred tax on revaluation of accrued pensions

(229)

Amounts that may be reclassified in the Income

Statement in subsequent years

Cash flow hedging :

- current year gains/(losses)

3,329

(1,452)

- reclassification to profit or loss for the year

1,524

(2,687)

Exchange differences on translating foreign operations

(33)

Exchange gain/(loss) on disposal of foreign operations

reclassified in profit or loss for the year

4,903

(4,172)

Other comprehensive income for the year after tax

4,909

(4,401)

Total comprehensive income for the year after tax

(20,73 5)

(169 ,963)

(27,498)

(297,553)

Attributable to:

Owners of the parent

(18,97 4)

(157 ,992)

Non-controlling interests

(1,761)

(11,97 1)

The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements

Note:

The items in the consolidated and separate Statement of Comprehensive Income for the comparative annual period ended

as at 31/12/2020 have been readjusted following the Final Decision of IFRS Interpretations Committee on “Attributing

Benefit to Periods of Service (IAS 19) applied as a change to accounting policies (see Note 3.5.3).

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 64

STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31

2021

THE GROUP

THE COMPANY

Amounts in € '000

Note

31/12/2021

31/12/2020

31/12/2021

31/12/2020

ASSETS

Non-Current Assets

Tangible assets

676,577

679,882

391

529

Right-of-use assets

5,970

8,335

395

562

Goodwill

30,130

Intangible assets

33,073

32,832

Investments in subsidiaries

361,422

531,632

Investments in associates

5,517

3,657

Other financial assets

230

173

Property investments

211,806

245,393

Other non-current assets

15,920

19,932

115,031

157,848

Deferred tax asset

179

202

Total of Non-Current Assets

979,402

1,020 ,536

477,273

690,617

Current Assets

Inventories

7,107

5,463

Trade and other receivables

94,560

81,124

Other current assets

34,171

22,041

1,231

259

Derivative financial instruments

4,714

972

Cash, cash equivalents & restricted cash

102,641

85,646

1,651

2,172

Total of Current Assets

243,193

195,246

2,882

2,431

Non-current assets classified as held for sale

949,114

Total Assets

1,222 ,595

2,164 ,896

480,155

693,048

EQUITY AND LIABILITIES

Equity

Share capital

93,951

281,853

93,951

281,853

Share premium

100,000

Fair value reserves

1,998

(1,870)

Other reserves

32,900

32,923

32,947

Retained earnings

(182,824)

(347,833)

(171,673)

(332,077)

Equity attributable to οwners of the parent

46,025

65,073

55,225

82,723

Non-controlling interests

61,587

101,449

Total Equity

107,612

166,522

55,225

82,723

Non-current liabilities

Deferred tax liability

7,778

6,730

Accrued pension and retirement obligations

1,308

1,243

102

Long-term borrowings

760,973

399,817

418,616

Long-term lease liabilities

4,348

6,160

330

462

Non-Current Provisions

1,918

1,618

Other long-term liabilities

11,183

178

Total of Non-current liabilities

787,508

415,746

419,013

564

Current Liabilities

Trade and other payables

40,029

42,791

Tax payable

258

223

Short-term borrowings

195,806

647,259

1,283

550,175

Short-term lease liabilities

1,877

1,826

137

175

Derivative financial instruments

3,291

Other current liabilities

89,505

141,406

4,497

59,411

Total of Current Liabilities

327,475

836,796

5,917

609,761

Liabilities directly associated with non-current assets classified as held for sale

745,832

Total liabilities

1,114 ,983

1,998 ,374

424,930

610,325

Total Equity and Liabilities

1,222 ,595

2,164 ,896

480,155

693,048

The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements

Note:

The items in the consolidated and separate Statement of Financial Position for the comparative annual period ended as at

31/12/2020 have been readjusted following the Final Decision of IFRS Interpretations Committee on “Attributing Benefit

to Periods of Service (IAS 19) applied as a change to accounting policies (see Note 3.5.3).

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 65

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR

2021

Amounts in € '000

Note

Number of

Capital

Premium

Fair

Value

Reserve

Other

Reserves

Retained

earnings

Total Equity

attrib. to

Owners of the

Parent

Non-

controlling

Interests

Total

Equity

Balance as of 01/01/2021

939,510,748

281,853

100,000

(1,870)

32,923

(347,833)

65,073

101,449

166,522

Share capital decrease by writing off

equal losses of previous years

(187,902)

187,90 2

Dividends to non-controlling interests of

subsidiaries

(2,225)

(2 ,225)

Decrease in non-controlling interests

due to sale of subsidiaries

(73)

(35,877)

(35,950)

Transactions with owners

(187,902)

(73)

187,902

(73)

(38,102)

(38,175)

Profit/(Loss) for the year

(22,904)

(2,740)

(25,644)

Other comprehensive income:

Cash flow hedges

- current year gains/(losses)

2,643

686

3,329

- reclassification to profit or loss for

the year

1,225

299

1,524

Exchange gain/(loss) on disposal of

foreign operations recognised in profit

or loss

Remeasurements of defined benefit

pension plans

(6)

Other comprehensive income for the

year after tax

3,868

3,930

979

4,909

Total comprehensive income for the

year after tax

3,868

(22,892)

(18,974)

(1,761)

(20,735)

Balance as of 31/12/2021

939,510,748

93,951

100,000

1,998

32,900

(182,824)

46,025

61,587

107,612

The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 66

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR

2020

Amounts in € '000

Note

Number of

Capital

Premium

Fair

Value

Reserve

Other

Reserves

Retained

earnings

Total Equity

attrib. to

Owners of the

Parent

Non-

controlling

Interests

Total

Equity

Balance as of 01/01/2020

939,510,748

281,853

3,874,689

1,416

32,954

(3,969,882)

221,030

116,172

337,202

Adjustment due to change in accounting

policy IAS 19

2,062

503

2,565

Adjusted balance as of 01/01/2020

939,510,748

281,853

3,874,689

1,416

32,954

(3,967,820)

223,092

116,675

339,767

Issue of share capital

Transfers between reserves and retained

earnings

(3,774,689)

(1)

3,774,690

Increase/(decrease) of non-controlling

interests in subsidiaries

(28)

(10)

Dividends to owners of non-controlling

interests of subsidiaries

(3,197)

(3 ,197)

Share capital decrease by share capital

return to non-controlling interests

(79)

Transactions with owners

(3,774,689)

(1)

3,774,662

(28)

(3,254)

(3,282)

Profit/(Loss) for the year

(154,490)

(11,072)

(165,562)

Other comprehensive income:

Cash flow hedges

- current year gains/(losses)

(1,153)

(1 ,153)

(299)

(1 ,452)

- reclassification to profit or loss for

the year

(2,133)

(2 ,133)

(554)

(2 ,687)

Exchange differences on translation of

foreign operations

(30)

(3)

(33)

Remeasurements of defined benefit

pension plans

(264)

(61)

(325)

Deferred tax on revaluation of accrued

pensions

Other comprehensive income for the

year after tax

(3,286)

(30)

(186)

(3,502)

(899)

(4,401)

Total comprehensive income for the

year after tax

(3,286)

(30)

(154,676)

(157,992)

(11,971)

(169,963)

Balance as of 31/12/2020

939,510,748

281,853

100,000

(1,870)

32,923

(347,833)

65,073

101,449

166,522

The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 67

SEPARATE STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR 2021

Amounts in € '000

Note

Number of

Capital

Premium

Other

Reserves

Retained

earnings

Total Equity

Balance as of 01/01/2021

939,510,748

281,853

100,000

32,947

(332,077)

82,723

Share capital decrease by writing off equal losses of previous

years

(187,902)

187,902

Transactions with owners

(187,902)

187,902

Profit/(Loss) for the year

(27,531)

Other comprehensive income:

Remeasurements of defined benefit pension plans

Other comprehensive income for the year after tax

Total comprehensive income for the year after tax

(27,498)

Balance as of 31/12/2021

939,510,748

93,951

100,000

32,947

(171,673)

55,225

The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements

SEPARATE STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR 2020

Amounts in € '000

Note

Number of

Capital

Premium

Other

Reserves

Retained

earnings

Total Equity

Βalance as of 01/01/2020

939,510,748

281,853

3,874,689

32,948

(3,809,337)

380,153

Adjustment due to change in accounting policy IAS 19

123

Adjusted balance as of 01/01/2020

939,510,748

281,853

3,874,689

32,948

(3,809,214)

380,276

Transfers between reserves and retained earnings

(3,774,689)

(1)

3,774,690

Transactions with owners

(3,774,689)

(1)

3,774,690

Profit/(Loss) for the year

(297,554)

Other comprehensive income:

Remeasurements of defined benefit pension plans

Other comprehensive income for the year after tax

Total comprehensive income for the year after tax

(297,553)

Balance as of 31/12/2020

939,510,748

281,853

100,000

32,947

(332,077)

82,723

The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 68

STATEMENT OF CASH FLOWS FOR THE FINANCIAL YEAR 2021 (CONSOLIDATED AND

SEPARATE)

THE GROUP

THE COMPANY

Amounts in € '000

01/01-

31/12/2021

01/01-

31/12/2020

01/01-

31/12/2021

01/01-

31/12/2020

Losses for the year before tax from continuing operations

(25,9 50)

(97,4 25)

(27,531)

(297,554)

Adjustments

78,092

110,171

22,150

290,967

Cash flows from operating activities before working capital changes

52,142

12,746

(5,381)

(6,587)

Changes in working capital

(Increase) / Decrease in inventories

(1,644)

761

(Increase)/Decrease in trade receivables

(17,893)

(10,358)

109

(49)

Increase / (Decrease) in liabilities

(1,787)

5,151

(1,191)

204

(21,3 24)

(4,44 6)

(1,082)

155

Cash flows from operating activities

30,818

8,300

(6,463)

(6,432)

Interest paid

(70,529)

(14,397)

(56,206)

(82)

Income tax paid

(181)

(191)

Net cash flows from operating activities from continuing operations

(39,8 92)

(6,28 8)

(62,669)

(6,514)

Net cash flows from operating activities of discontinued operations

(6,93 3)

41,124

Net cash flows from operating activities

(46,8 25)

34,836

(62,669)

(6,514)

Cash flows from investing activities

Purchase of property, plant and equipment

(37,665)

(38,247)

(4)

(32)

Purchase of intangible assets

(1,223)

(1,476)

(15)

Purchase of investment property

(1,965)

(1,477)

Disposal of property, plant and equipment, intangible assets and investment property

16,056

Dividends received

300

Ιnvestments in financial assets at fair value through profit and loss

406

Investments in subsidiaries and associates

92,500

3,738

165,840

5,396

Interest received

324

977

744

Collections of receivables and loans to related parties

3,288

Net cash flow from investing activities from continuing operations

68,027

(36,0 75)

169,502

6,503

Net cash flow from investing activities of discontinued operations

(4,82 0)

(32,5 79)

Net cash flow from investing activities

63,207

(68,6 54)

169,502

6,503

Cash flow from financing activities

Proceeds from borrowings

391,271

31,565

281,384

Payments for borrowings

(466,381)

(10,565)

(388,855)

Payment of finance lease liabilities

(1,912)

(2,076)

(223)

(133)

Dividends paid to non-controlling interests

(2,195)

Loans from related parties

380

944

Loans paid to related parties

(40)

(944)

Net cash flow from financing activities from continuing operations

(77,0 22)

16,729

(107,354)

(133)

Net cash flow from financing activities of discontinued operations

29,056

(18,5 28)

Net cash flow from financing activities

(47,9 66)

(1,79 9)

(107,354)

(133)

Net (decrease) / increase in cash, cash equivalents and restricted cash

(31,5 84)

(35,6 17)

(521)

(144)

Cash, cash equivalents and restricted cash at the beginning of the year

134,308

169,938

2,172

2,316

Exchange differences in cash, cash equivalents and restricted cash from continuing

operations

(83)

Exchange differences in cash, cash equivalents and restricted cash from discontinued

operations

(31)

Cash, cash equivalents and restricted cash of disposal groups classified as held for sale

(48,662)

Net cash, cash equivalents and restricted cash at the end of the year

102,641

85,646

1,651

2,172

The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 69

Profit adjustments are analyzed as follows:

THE GROUP

THE COMPANY

Amounts in € '000

01/01-

31/12/2021

01/01-

31/12/2020

01/01-

31/12/2021

01/01-

31/12/2020

Adjustments for:

Depreciation and amortization expense

52,289

49,792

306

333

Changes in pension obligations

174

172

Provisions and other non-cash (income)/expenses

1,793

1,900

(2)

(34)

Impairment and reversal of impairment of assets

21,137

16,090

38,324

266,894

Unrealized exchange (gains)/losses

155

(143)

(6)

(Profit) loss on sale of property, plant and equipment, intangible assets and investment

property

(201)

(4)

(32)

(4)

(Profit) / loss from fair value valuation of financial assets at fair value through profit

and loss

(20)

Profit from restructuring of loan liabilities

(32,955)

Share in net (profit) / loss of companies accounted for by the equity method

1,410

1,208

Profits from acquisition of subsidiary

(1,790)

Interest and similar income

(345)

(611)

(15)

(331)

Interest and similar expenses

37,709

42,521

17,936

24,090

Income from dividends

(1,412)

Income from reversal of prior year's provisions

(1,264)

(777)

(9)

Total

78,092

110,171

22,150

290,967

The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 70

1 GENERAL INFORMATION ON THE GROUP

The consolidated Group Financial Statements have been prepared in compliance with the International

Financial Reporting Standards as issued by the International Accounting Standards Board and adopted

by the European Union.

The Company “MARFIN INVESTMENT GROUP HOLDINGS S.A.” under the discreet title

“MARFIN INVESTMENT GROUP” (“MIG”) is domiciled in Greece in the Municipality of Athens

of Attica (El. Venizelou 10, 106 71). The Company’s term of duration is 100 years starting from its

establishment and can be extended following a resolution of the General Shareholders Meeting.

MIG operates as a holding societe anonyme according to Greek legislation and specifically according

to the provisions of C.L. 4548/2018 on societe anonyme, as it stands. The Financial Statements are

posted on the Company’s website at www.marfininvestmentgroup.com. The Company’s shares are

listed in the Athens Stock Exchange. The Company’s share forms part of the ASE General Index

(Bloomber Ticker: MIG GA, Reuters ticker: MIGr.AT, OASIS: MIG).

The main activity of the Group is its focus on equity investments in Greece and throughout South-

Eastern Europe. The Group’s activity focuses on the following operating sectors:

• Transportation (MIG SHIPPING, ATTICA),

• Financial Services (MARFIN INVESTMENT GROUP, MIG AVIATION HOLDINGS,

MARFIN CAPITAL, MIG LEISURE, TOWER TECHNOLOGY, ATHENIAN

ENGINEERING),

• Real Estate and Other (MIG REAL ESTATE SERBIA, RKB, MIG MEDIA).

On December 31, 2021 the Group’s headcount amounted to 1,611 while on December 31, 2020 the

Group’s headcount amounted to 7,066 (5,584 pertaining to discontinued operations). On December

31, 2021 and 2020 the Company’s headcount amounted to 17 and 26 respectively.

MIG’s companies, included in the consolidated Financial Statements, as well as their non -tax audited

years are analysed in note 2 to the Financial Statements.

The attached Financial Statements for the financial year ending 31/12/2021 were approved by the

Company’s Board of Directors on 08 April 2022 and are subject to the final approval of the Annual

Ordinary General Shareholder Meeting. The financial statements are available to the investing public

on the Company’s website.

Consolidated Financial Statements of MIG Group are consolidated under the equity method, in the

Financial Statements of PIRAEUS FINANCIAL HOLDINGS S.A., which is domiciled in Greece and

whose holding in the Company (through its 100% subsidiary PIRAEUS BANK S.A.) amounts to

31.19% as of 31/12/2021.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 71

2 GROUP STRUCTURE AND ACTIVITIES

2.1 Consolidated entities table on 31/12/2021

The following table presents MIG’s consolidated entities on 31/12/2021, their domiciles, their

principal activity, the Company’s direct and indirect shareholdings, the consolidation method as well

as the non-tax audited financial years.

Company Name

Domicile

Principal

activity

Direct

Indirect

Total %

Consolidation

Method

Non-tax

Audited Years

(4)

MARFIN INVESTMENT GROUP

HOLDINGS S.A.

Greece

Holding

company

Parent Company

2016-2021

MIG Subsidiaries

MIG LEISURE LTD

Cyprus

Management

of investments

100.00%

Purchase

Method

MIG SHIPPING S.A.

BVI

(3)

Holding

company

100.00%

Purchase

Method

(1)

MIG REAL ESTATE (SERBIA) B.V.

The

Netherlands

Management

of investments

100.00%

Purchase

Method

ATHENIAN ENGINEERING S.A.

Greece

Aircraft

maintenance

and repairs

100.00%

Purchase

Method

2016-2021

MIG AVIATION HOLDINGS LTD

Cyprus

Holding

company

100.00%

Purchase

Method

TOWER TECHNOLOGY HOLDINGS

(OVERSEAS) LTD

Cyprus

Holding

company

100.00%

Purchase

Method

MIG MEDIA S.A.

Greece

Advertising

services

100.00%

Purchase

Method

2016-2021

MIG SHIPPING S.A. Subsidiary

ATTICA HOLDINGS S.A.

Greece

Holding

company

10.30%

69.08%

79.38%

Purchase

Method

2016-2021

MIG REAL ESTATE (SERBIA) B.V.

Subsidiary

JSC ROBNE KUCE BEOGRAD (RKB)

Serbia

Real estate

management

83.11%

Purchase

Method

ATTICA GROUP

ATTICA HOLDINGS S.A. Subsidiaries

SUPERFAST EPTA M.C.

Greece

Dormant

79.38%

Purchase

Method

2016-2021

SUPERFAST OKTO M.C.

Greece

Dormant

79.38%

Purchase

Method

2016-2021

SUPERFAST ENNEA M.C.

Greece

Dormant

79.38%

Purchase

Method

2016-2021

SUPERFAST DEKA M.C.

Greece

Dormant

79.38%

Purchase

Method

2016-2021

NORDIA M.C.

Greece

Overseas

transport

79.38%

Purchase

Method

2016-2021

MARIN M.C.

Greece

Dormant

79.38%

Purchase

Method

2016-2021

ATTICA CHALLENGE LTD

Malta

Dormant

79.38%

Purchase

Method

ATTICA SHIELD LTD

Malta

Dormant

79.38%

Purchase

Method

SUPERFAST DODEKA (HELLAS) INC & CO

JOINT VENTURE

Greece

Dormant

79.38%

Common mgt(2)

2016-2021

SUPERFAST FERRIES S.A.

Liberia

Ships

management

79.38%

Purchase

Method

2016-2021

SUPERFAST PENTE INC

Liberia

Dormant

79.38%

Purchase

Method

2016-2021

SUPERFAST EXI INC

Liberia

Dormant

79.38%

Purchase

Method

2016-2021

SUPERFAST ENDEKA INC

Liberia

Overseas and

coastal

transport

79.38%

Purchase

Method

2016-2021

SUPERFAST DODEKA INC

Liberia

Dormant

79.38%

Purchase

Method

2016-2021

BLUESTAR FERRIES SINGLE MEMBER

MARITIME S.A.

Greece

Overseas and

coastal

transport

79.38%

Purchase

Method

2016-2021

BLUE STAR FERRIES JOINT VENTURE

Greece

Dormant

79.38%

Common mgt(2)

2016-2021

BLUE STAR FERRIES S.A.

Liberia

Dormant

79.38%

Purchase

Method

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 72

Company Name

Domicile

Principal

activity

Direct

Indirect

Total %

Consolidation

Method

Non-tax

Audited Years

(4)

BLUE ISLAND SHIPPING INC

Panama

Dormant

79.38%

Purchase

Method

STRINTZIS LINES SHIPPING LTD

Cyprus

Dormant

79.38%

Purchase

Method

SUPERFAST ONE INC

Liberia

Overseas and

coastal

transport

79.38%

Purchase

Method

2016-2021

SUPERFAST TWO INC

Liberia

Overseas and

coastal

transport

79.38%

Purchase

Method

2016-2021

ATTICA FERRIS M.C.

Greece

Overseas and

coastal

transport

79.38%

Purchase

Method

2016-2021

BLUE STAR FERRIS M.C. & CO JOINT

VENTURE

Greece

Overseas and

coastal

transport

79.38%

Common mgt(2)

2016-2021

BLUE STAR M.C.

Greece

Overseas and

coastal

transport

79.38%

Purchase

Method

2016-2021

BLUE STAR FERRIES M.C.

Greece

Dormant

79.38%

Purchase

Method

2016-2021

ATTICA FERRIS SINGLE MEMBER

MARITIME S.A.

Greece

Overseas and

coastal

transport

79.38%

Purchase

Method

2016-2021

HELLENIC SEAWAYS SINGLE MEMBER

MARITIME S.A.

Greece

Overseas and

coastal

transport

79.38%

Purchase

Method

2016-2021

HELLENIC SEAWAYS CARGO M.C.

Greece

Dormant

79.38%

Purchase

Method

2016-2021

HELLENIC SEAWAYS MANAGEMENT S.A.

Liberia

Dormant

79.38%

Purchase

Method

2016-2021

WORLD CRUISES HOLDINGS LTD

Liberia

Dormant

79.38%

Purchase

Method

HELCAT LINES S.A.

Marshall

island

Dormant

79.38%

Purchase

Method

TANGIER MARITIME INC

Panama

Overseas and

coastal

transport

79.38%

Purchase

Method

TANGER MOROCCO MARITIME S.A.

Morocco

Dormant

79.38%

Purchase

Method

ATTICA NEXT GENERATION HIGHSPEED

SINGLE MEMBER MARITIME S.A.

Greece

Overseas and

coastal

transport

79.38%

Purchase

Method

2021

SUPERFAST FERRIES SINGLE MEMBER

MARITIME S.A.

Greece

Overseas and

coastal

transport

79.38%

Purchase

Method

2021

ATTICA BLUE HOSPITALITY SINGLE

MEMBER S.A.)

Greece

Hotel

management

79.38%

Purchase

Method

New Inc. (5)

NAXOS RESORT BEACH HOTEL SINGLE

MEMBER S.A.

Greece

Hotel

management

79.38%

Purchase

Method

2016-2021

ATTICA HOLDINGS S.A. Associate

AFRICA MOROCCO LINKS

Morocco

Overseas and

coastal

transport

38.90%

Equity Method

Notes

(1) The company MIG SHIPPING S.A. is offshore company and is not subject to corporate income tax. For the companies outside European Union, which do not have any

branches in Greece, there is no obligation for a tax audit.

(2) Common mgt = Under common management

(3) BVI = British Virgin Islands

(4) In respect to the Group companies established in Greece, which meet the relevant criteria for falling under the tax audit of Certified Auditors, the tax audit of fiscal years

2016-2020 has been completed under the provisions of Law 4174/2013, article 65A, par.1. It is to be noted that the tax audit of fiscal year 2021 is in progress. On 31/12/2021

the fiscal years until 31/12/2015 were time-barred in accordance with the provisions of par. 1 of art. 36 of Law 4174/2013, with the exceptions provided by the current

legislation for extension of the right of the Tax Administration for the issuance of an act of administrative, estimated or corrective tax determination in specific cases.

(5) New Inc. = New incorporation

2.2 Changes in the Group’s structure

The consolidated Financial Statements for the annual period which ended on December 31, 2021

compared to the corresponding annual period of 2020 include under the purchase method of

consolidation, the companies: i) ATTICA BLUE HOSPITALITY SINGLE MEMBER S.A. which is

newly established company of ATTICA group and has been consolidated under the purchase method

since its establishment date, i.e. 12/10/2021 and ii) ANEVLAVIS S.A. (was renamed to NAXOS

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 73

RESORT BEACH HOTEL SINGLE MEMBER S.A. on 31/01/2022) which is a new acquisition of

ATTICA group and has been consolidated under the purchase method since 01/12/2021 (see note 6.1).

The consolidated Financial Statements for the annual period which ended on December 31, 2021

compared to the corresponding annual period of 2020 do not include (a) under the purchase method

of consolidation the companies: i) VIVARTIA group due to sale as at 30/03/2021 (until that date they

were consolidated under the purchase method), ii) SINGULARLOGIC group due to sale as at

11/01/2021 (until that date they were consolidated under the purchase method), iii) MARFIN

CAPITAL due to liquidation on 29/11/2021, iv) THELMO MARINE SA due to liquidation within the

fourth quarter of 2020 and v) WATERFRONT NAVIGATION COMPANY LTD due to liquidation

within the fourth quarter of 2020.

In the consolidated Financial Statements for the comparative annual period ended December 31, 2020,

the item “Non-current assets held for sale” includes VIVARTIA group and SINGULARLOGIC group.

3 BASIS OF FINANCIAL STATEMENTS PRESENTATION

3.1 Statement of Compliance

The consolidated and separate Financial Statements as of December 31st 2021 covering the 12 month

period from January 1st to December 31st 2021, have been prepared according to the International

Financial Reporting Standards (IFRS), which were published by the International Accounting

Standards Board (IASB) and according to their interpretations, which have been published by the

International Financial Reporting Interpretations Committee (IFRIC) and have been adopted by the

European Union until December 31st 2021. The Group applies all the International Accounting

Standards, International Financial Reporting Standards and their Interpretations, which apply to the

Group’s activities. The relevant accounting policies, a summary of which is presented below in Note

4, have been applied consistently in all periods presented.

The aforementioned Financial Statements were prepared based on the going concern principle, which

implies that the Company and its subsidiaries will be in position to continue operating as entities in

the foreseeable future, taking into account the currently effective and projected financial position of

the Group.

As at 31/12/2021, the Group and the Company present negative working capital, since the current

liabilities exceed the current assets by € 84.3 m and € 3.0 m respectively.

The Group’s short-term liabilities include a loan liability obligation (capital and interest) of the

subsidiary RKB amounting to € 99.2 m on 31/12/2021, for which the restructuring process is in

progress at the date of approval of the attached financial statements. In particular, on 15/12/2021 the

Management received the approval of the creditor bank for the settlement of RKB’s loan liability,

including the basic terms (see detailed Note 25). The Group's Management and the creditor bank are

currently processing the loan agreement related to the restructuring of RKB's loan liabilities

(including interests). Restructuring of RKB's loan liabilities is expected to be completed within the

next months. In this light, the creditor bank has notified in writing its intention not to claim the

existing loan capital or interest due until the restructuring is completed

On 14/05/2021 restructuring of the existing loan obligations of the Company was completed,

following signing the relevant contractual documents (see Note 25). In particular, the repayment

period of the Company's bank loan was extended by 3 years with the right of further extension by 1

year at the discretion of the creditor bank, without interim repayments. Following this, as at

31/12/2021 the total bank borrowing of the Company (accounting balance € 41 8,6 m) has been

classified as long-term loan liabilities. At the same time, pursuant to the Refinancing Agreement, the

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 74

issuance of Tranche C of the new CBL amounting to € 5 m is projected in order to finance the

Company's working capital needs.

In this context, the Company and the Group Management expects that the Company and the Group

will be in position to meet their financial needs, while maintaining sufficient cash flows.

3.2 Basis of Measurement

The Group’s financial Statements have been prepared according to the principle of historical cost, as

modified for the fair value adjustment of the items to follow:

• Financial assets and liabilities at fair value through Profit & Loss (derivatives included);

• Financial assets available for sale; and

• Investment property.

3.3 Presentation Currency

The presentation currency is Euro (the currency of the Group’s parent domicile) and all the amounts

are presented in thousand Euro unless otherwise mentioned.

3.4 Use of Estimates

The preparation of the financial statements according to IFRS requires the use of estimates and

judgments on the application of the Company’s accounting policies. Opinions, assumptions and

Management estimates affect the valuation of several asset and liability items, the amounts

recognized during the financial year regarding specific income and expenses as well as the presented

estimates on contingent liabilities.

The assumptions and estimates are assessed on a continuous basis according to historic experience

and other factors, including expectations on future event outcomes that are considered as reasonable

given the current conditions. The estimates and assumptions relate to the future and, consequently,

the actual results may deviate from the accounting calculations.

The aspects requiring the highest degree of judgment as well as the aspects mostly affecting the

consolidated Financial Statements are presented in Note 8 to the Financial Statements.

3.5 Changes in Accounting Policies

The accounting policies based on which the Financial Statements were drafted, are in accordance

with those used in the preparation of the Annual Financial Statements for the FY 2020, adjusted to

the new Standards and revisions imposed by IFRS (see par. 3.5.1, 3.5.2 and 3.5.3).

3.5.1 New Standards, Interpretations, Revisions and Amendments to existing Standards that are

effective and have been adopted by the European Union

The following new Standards, Interpretations and amendments of IFRSs have been issued by the

International Accounting Standards Board (IASB), are adopted by the European Union, and their

application is mandatory from or after 01/01/2021.

• Amendments to IFRS 4 “Insurance Contracts” – deferral of IFRS 9 (effective for annual

periods starting on or after 01/01/2021)

In June 2020, the IASB issued amendments that declare deferral of the date of initial application of

IFRS 17 by two years, to annual periods beginning on or after January 1, 2023. As a consequence,

the IASB also extended the fixed expiry date for the temporary exemption from applying IFRS 9

“Financial Instruments” in IFRS 4 “Insurance Contracts”, so that the entities are required t o apply

IFRS 9 for annual periods beginning on or after January 1, 2023. The amendments do not affect the

consolidated Financial Statements.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 75

• Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: “Interest Rate Benchmark

Reform – Phase 2” (effective for annual periods starting on or after 01/01/2021)

In August 2020, the IASB has finalized its response to the ongoing reform of IBOR and other interest

benchmarks by issuing a package of amendments to IFRS Standards. The amendments complement

those issued in 2019 and focus on the effects on financial statements when a company replaces the

old interest rate benchmark with an alternative benchmark rate as a result of the reform. More

specifically, the amendments relate to how a company will account for changes in the contractual

cash flows of financial instruments, how it will account for a change in its hedging relationships as a

result of the reform, as well as relevant information required to be disclosed. The amendments do not

affect the consolidated Financial Statements.

• Amendments to IFRS 16 “Leases”: Covid-19 – Related Rent Concessions beyond 30 June

2021 (effective for annual periods starting on or after 01/04/2021)

In March 2021, the IASB issued amendments to the practical expedient of IFRS 16, that

extend the application period by one year to cover Covid-19-related rent concessions that

reduce only lease payments due on or before 30 June 2022. The effect from the above amendment

to the consolidated Financial Statements amounted to € 285k.

3.5.2 New Standards, Interpretations, Revisions and Amendments to existing Standards that have

not been applied yet or have not been adopted by the European Union

The following new Standards, Interpretations and amendments of IFRSs have been issued by the

International Accounting Standards Board (IASB), but their application has not started yet or they

have not been adopted by the European Union. In particular:

• Amendments to IFRS 3 “Business Combinations”, IAS 16 “Property, Plant and

Equipment”, IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” and

“Annual Improvements 2018-2020” (effective for annual periods starting on or after

01/01/2022)

In May 2020, the IASB issued a package of amendments which includes narrow-scope amendments

to three Standards as well as the Board’s Annual Improvements, which are changes that clarify the

wording or correct minor consequences, oversights or conflicts between requirements in the

Standards. More specifically:

o Amendments to IFRS 3 “Business Combinations” update a reference in IFRS 3 to the Conceptual

Framework for Financial Reporting without changing the accounting requirements for business

combinations.

o Amendments to IAS 16 “Property, Plant and Equipment” prohibit a company from deducting

from the cost of property, plant and equipment amounts received from selling items produced

while the company is preparing the asset for its intended use. Instead, a company will recognize

such sales proceeds and related cost in profit or loss.

o Amendments to IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” specify which

costs a company includes when assessing whether a contract will be loss-making.

o Annual Improvements 2018-2020 make minor amendments to IFRS 1 “First-time Adoption of

International Financial Reporting Standards”, IFRS 9 “Financial Instruments”, IAS 41

“Agriculture” and the Illustrative Examples accompanying IFRS 16 “Leases”.

The Group will examine the impact of the above on its Financial Statements, though it is not expected

to have any. The above have been adopted by the European Union with effective date of 01/01/2022.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 76

• IFRS 17 “Insurance Contracts” (effective for annual periods starting on or after 01/01/2023)

In May 2017, the IASB issued a new Standard, IFRS 17, which replaces an interim Standard, IFRS 4.

The aim of the project was to provide a single principle-based standard to account for all types of

insurance contracts, including reinsurance contracts that an insurer holds. A single principle-based

standard would enhance comparability of financial reporting among entities, jurisdictions and capital

markets. IFRS 17 sets out the requirements that an entity should apply in reporting information about

insurance contracts it issues and reinsurance contracts it holds. Furthermore, in June 2020, the IASB

issued amendments, which do not affect the fundamental principles introduced when IFRS 17 has

first been issued. The amendments are designed to reduce costs by simplifying some requirements in

the Standard, make financial performance easier to explain, as well as ease transition by deferring the

effective date of the Standard to 2023 and by providing additional relief to reduce the effort required

when applying the Standard for the first time. The Group will examine the impact of the above on its

Financial Statements, though it is not expected to have any. The above have been adopted by the

European Union with effective date of 01/01/2023.

• Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (effective

for annual periods starting on or after 01/01/2023)

In January 2020, the IASB issued amendments to IAS 1 that affect requirements for the presentation

of liabilities. Specifically, they clarify one of the criteria for classifying a liability as non-current, the

requirement for an entity to have the right to defer settlement of the liability for at least 12 months

after the reporting period. The amendments include: (a) specifying that an entity’s right to defer

settlement must exist at the end of the reporting period; (b) clarifying that classification is unaffected

by management’s intentions or expectations about whether the entity will exercise its right to defer

settlement; (c) clarifying how lending conditions affect classification; and (d) clarifying requirement s

for classifying liabilities an entity will or may settle by issuing its own equity instruments.

Furthermore, in July 2020, the IASB issued an amendment to defer by one year the effective date of

the initially issued amendment to IAS 1, in response to the Covid-19 pandemic. The Group will

examine the impact of the above on its Financial Statements, though it is not expected to have any.

The above have not been adopted by the European Union.

• Amendments to IAS 1 “Presentation of Financial Statements” (effective for annual periods

starting on or after 01/01/2023)

In February 2021, the IASB issued narrow-scope amendments that pertain to accounting policy

disclosures. The objective of these amendments is to improve accounting policy disclosures so that

they provide more useful information to investors and other primary users of the financial statements.

More specifically, companies are required to disclose their material accounting policy information

rather than their significant accounting policies. The Group will examine the impact of the above on

its Financial Statements, though it is not expected to have any. The above have been adopted by the

European Union with effective date of 01/01/2023.

• Amendments to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors:

Definition of Accounting Estimates” (effective for annual periods starting on or after

01/01/2023)

In February 2021, the IASB issued narrow-scope amendments that they clarify how companies should

distinguish changes in accounting policies from changes in accounting estimates. That distinction is

important because changes in accounting estimates are applied prospectively only to future

transactions and other future events, but changes in accounting policies are generally also applied

retrospectively to past transactions and other past events. The Group will examine the impact of the

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 77

above on its Financial Statements, though it is not expected to have any. The above have been adopted

by the European Union with effective date of 01/01/2023.

• Amendments to IAS 12 “Income Taxes: Deferred Tax related to Assets and Liabilities

arising from a Single Transaction” (effective for annual periods starting on or after

01/01/2023)

In May 2021, the IASB issued targeted amendments to IAS 12 to specify how companies should

account for deferred tax on transactions such as leases and decommissioning obligations –

transactions for which companies recognise both an asset and a liability. In specified circumstances,

companies are exempt from recognising deferred tax when they recognise assets or liabilities for the

first time. The amendments clarify that the exemption does not apply and that companies are required

to recognise deferred tax on such transactions. The Group will examine the impact of the above on

its Financial Statements, though it is not expected to have any. The above have not been adopted by

the European Union.

• Amendments to IFRS 17 “Insurance contracts: Initial Application of IFRS 17 and IFRS 9 –

Comparative Information” (effective for annual periods starting on or after 01/01/2023)

In December 2021, the IASB issued a narrow-scope amendment to the transition requirements in IFRS

17 to address an important issue related to temporary accounting mismatches between insurance

contract liabilities and financial assets in the comparative information presented when applying IFRS

17 “Insurance Contracts” and IFRS 9 “Financial Instruments” for the first time. The amendment aims

to improve the usefulness of comparative information for the users of the financial statements. The

Group will examine the impact of the above on its Financial Statements, though it is not expected to

have any. The above have not been adopted by the European Union.

3.5.3 Implementation of the Final Decision of IFRS Interpretations Committee on Attributing

Benefit to Periods of Service (IAS 19)

In May 2021, IFRS Interpretations Committee (hereinafter “the Committee”) issued the final agenda

(hereinafter “the Decision”) on Attributing Benefit to Periods of Service (IAS 19). This Decision

provides explanatory information on the application of the basic principles and regulations of IAS 19

as regards attributing benefit to periods of service under the defined benefit plan. This explanatory

information differentiates the way in which the basic principles and regulations of IAS 19 have been

applied in Greece in the previous years, and therefore, entities that prepare their financial statements

in accordance with IFRS are required to amend their accounting policy accordingly.

Until the issuance of the aforementioned Decision, the Group and the Company applied IAS 19,

attributing the benefits defined by article 8 of Law 3198/1955, Law 2112/1920, and its amendment

by Law 4093/2012 in the period from hiring until the employee retirement date. The application of

this final agendas decision in the accompanying consolidated financial statements has led to

attributing benefits in the last 16 years until the date of employee retirement following the scale

recorded in Law 4093/2012.

The Group and the Company treated the above Decision as a change to accounting policy, applying

the change retroactively from the beginning of the first comparative period, in accordance with

paragraphs 19 - 22 of IAS 8. The following tables present the effect of the implementation of the

final Decision for every affected item of financial statements. Any lines, not affected by the changes

brought about by the change to accounting policy, are not included in the tables presented below.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 78

Amounts in € '000

THE GROUP

Extract of the statement of financial position

31/12/2019 as

published

Adjustment IAS

01/01/2020

adjusted

Retained earnings

(3,969,882)

2,062

(3,967,820)

Non-controlling interests

116,172

503

116,675

Accrued pension and retirement obligations

21,679

(2,565)

19,114

Amounts in € '000

THE COMPANY

Extract of the statement of financial position

31/12/2019 as

published

Adjustment IAS

01/01/2020

adjusted

Retained earnings

(3,809,337)

123

(3,809,214)

Accrued pension and retirement obligations

242

(123)

119

Amounts in € '000

THE GROUP

Extract of the statement of financial position

31/12/2020

Adjustment IAS

31/12/2020

adjusted

Retained earnings

(350,011)

2,178

(347,833)

Non-controlling interests

100,918

531

101,449

Accrued pension and retirement obligations

3,952

(2,709)

1,243

Amounts in € '000

THE COMPANY

Extract of the statement of financial position

31/12/2020 as

published

Adjustment IAS

31/12/2020

adjusted

Retained earnings

(332,210)

133

(332,077)

Accrued pension and retirement obligations

235

(133)

102

Amounts in € '000

THE GROUP

Extract of the statement of comprehensive income

31/12/2020 as

published

Adjustment IAS

31/12/2020

adjusted

Administrative expenses

(35,420)

(77)

(35,497)

Financial expenses

(42,564)

(42,535)

Losses before tax from continuing operations

(97,377)

(48)

(97,425)

Earnings before interest, taxes, depreciation and amortization

- EBITDA

36,261

(77)

36,184

Other comprehensive income

Remeasurement of defined benefit pension plans

(517)

192

(325)

Amounts in € '000

THE COMPANY

Extract of the statement of comprehensive income

31/12/2020 as

published

Adjustment IAS

31/12/2020

adjusted

Wages, salaries and social security costs

(3,174)

(3,172)

Financial expenses

(24,093)

(24,092)

Losses before tax for the year

(297,557)

(297,554)

Earnings before interest, taxes, depreciation and amortization

- EBITDA

(6,567)

(6,565)

Other comprehensive income

Remeasurement of defined benefit pension plans

(6)

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 79

4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4.1 Consolidations

4.1.1 Subsidiaries

Subsidiaries are all the companies, which the parent has the power to control directly or indirectly

through other subsidiaries. The Company has and exercises control through its ownership of the

majority of the subsidiaries’ voting rights. The companies also considered subsidiaries are those in

which the Company, being their single major shareholder, has the ability to appoint the majority of the

members of their Board of Directors. The existence of potentially dilutive minority interests which are

exercisable during the financial statements preparation is taken into consideration in order to assess

whether the Company controls the subsidiaries.

Subsidiaries are consolidated (full consolidation) under the purchase method from the date of

acquisition, which is the date on which control is transferred to the Group and cease to be consolidated

from the date on which control ceases. The purchase method of accounting is used to account for the

acquisition of subsidiaries. As of the acquisition date, the acquirer shall recognize goodwill arising

from the acquisition that is measured as the excess of:

• the aggregate of: (i) the consideration transferred measured at fair value (ii) the amount of any

non-controlling interest in the acquired company valued either at their fair value or the

proportionate shareholding of the non-controlling interests, times the net recognizable assets of

the acquired company; and (iii) in a business combination achieved in stages, the acquisition-date

fair value of the acquirer’s previously held equity interest in the acquired company, less

• the net value of the acquisition-date amounts of the identifiable assets acquired and the liabilities

assumed.

Goodwill is annually tested for impairment, and the difference between its book and its recoverable

value is recognized as an impairment loss in the period’s results.

Acquisition-related costs are costs (i.e. advisory, legal, accounting, valuation and other professional or

consulting fees) are recognized as expenses, burdening profit and loss for the period when incurred.

The opposite case, which is a business combination in which the net of the acquisition-date amounts of

the identifiable assets acquired and the liabilities assumed, exceeds the consideration-transferred

amount then the transaction is characterized as a bargain purchase. Following all the necessary re-

examinations, the excess amount of the aforementioned difference is recognized as profit in profit or

loss for the period.

Intracompany transactions, balances, and unrealized gains on transactions between group companies

are eliminated. Unrealized losses are also eliminated unless the transaction offers impairment

indications of the asset transferred.

Where necessary, the subsidiaries’ accounting policies have been modified to ensure consistency with

those adopted by the Group. Note 2 provides a full list of the consolidated subsidiaries alongside the

Group’s shareholdings.

Subsidiaries’ financial statements preparation date coincides with the relevant date of the parent

company.

4.1.2 Investments in Subsidiaries (Separate Financial Statements)

The investments of the parent company in its subsidiaries are measured at cost less impairment losses.

Impairment test is performed based on the requirements of IAS 36.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 80

4.1.3 Changes in a parent’s ownership interest in subsidiaries

In case of changes in a parent’s ownership interest in a subsidiary, it is examined whether the changes

result in a loss of control or not.

• Changes in a parent’s ownership interest in a subsidiary that do not result in a loss of control are

accounted for as equity transactions (i.e. transactions with owners in their capacity as owners).

In such circumstances, the carrying amounts of the controlling and non-controlling interests shall

be adjusted to reflect the changes in their relative interests in the subsidiary. Any difference

between the amount by which the non-controlling interests are adjusted and the fair value of the

consideration paid or received shall be recognized directly in equity and attributed to the owners

of the parent.

• In case the parents’ ownership interest changes in such a way that there is loss of control, then

the parent shall record the necessary accounting entries and recognize the result from the sale

(derecognition of the assets, goodwill and liabilities of the subsidiary as of the date of loss of

control, derecognition of the book value of non-controlling interests, determination of the result

from the sale). Following the loss of control of a subsidiary, any investment in the former

subsidiary is recognized according to the requirements of IFRS 9.

4.1.4 Non-controlling Interests

Non-controlling interests are the part of the subsidiary that is not attributed, directly or indirectly, to

the parent company. The losses that relate to the non-controlling interests of a subsidiary might exceed

the rights of the non-controlling interests in the parent company’s equity. The profit or loss and the

total comprehensive income should be attributed to the owners of the parent and to the non-controlling

interests even if this results in the non-controlling interests having a deficit balance.

4.1.5 Associates

Associates are the companies on which the Group has significant influence but not control. The

assumptions used by the Group are that a shareholding between 20% and 50% of the voting rights of

a company indicates significant influence on that company except where it can clearly be proved

otherwise. Investments in associates are initially recognized at cost and are consolidated using the

equity method.

At the end of every financial year, the cost increases or decreases with the Group’s proportion in the

changes in equity of the investee company. The Group’s share in the associates’ profits or losses

following their acquisition is recognized in the Income Statement whereas the change in the

associates’ reserves is recognized in equity reserves. When the Group’s shareholding in the losses of

an associate is equal or exceeds the cost of its investment in the associate including any other doubtful

debts, the Group does not recognize further losses except if it has covered liabilities or made payments

on behalf of the associate and those deriving from its shareholder capacity. If in the future the

associate presents profits, the investor will begin to re-recognize its share in the profit, only when its

share in the profits becomes equal with its share in the losses not recognized.

Non-realized profits from transactions between the Group and its associates are eliminated by the

Group’s shareholding in the associates. Non-realized losses are eliminated except if the transaction

indicates evidence of impairment of the transferable assets.

The accounting policies of the associates are modified in order to be consistent with those used by

the Group.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 81

4.1.6 Investments in Associates (Separate Financial Statements)

Investments in associates in the separate Financial Statements are measured at fair values according

to IFRS 9 provisions for the assets available for sale. The investments are initially recognized at fair

value and any change in their fair value is recognized directly in equity to the extent that the change

does not pertain to any loss from permanent impairment in the investment’s value. As of 31/12/2021,

the Company did not have any investments in associates.

4.1.7 Investment in joint arrangements

“Joint Arrangements” are classified as either a joint venture or a joint operation depending on the

rights and obligations of the parties to the arrangement.

Interests in joint ventures- under the equity method – are initially recognized at acquisition cost and

then adjusted to the Group's percentage on the profit or loss as well as to other comprehensive income

of joint ventures. When the extent of the Group participation in joint venture losses equals or exceeds

its interest in this joint venture, the Group does not recognize further losses, unless it has incurred

obligations or advanced payments on behalf of the joint venture.

Unrealized gains on transactions between the Group and joint ventures are eliminated to the extent of

the interest in joint ventures. Moreover, unrealized losses are also eliminated, unless there is evidence

for the impairment of the transferred asset.

Moreover, regarding its interests in Joint Arrangements, the Group recognizes the following in its

consolidated financial statements:

a. its assets (including its share in any assets under joint arrangement),

b. its liabilities (including its share in any liabilities burdening it under joint arrangement),

c. its share in revenue from disposal of production under joint arrangement, and

d. its expenses (including its share in any expenses burdening it under joint arrangement).

4.2 Financial Instruments

A financial instrument is defined as an agreement creating either a financial asset in a company and

a financial liability, or, a shareholding in another company.

4.2.1 Initial Recognition and Derecognition

Financial asset or financial liability are recognized in the Statement of Financial Position, when and

only when the Group becomes a party to the contractual provisions of the financial instrument.

Financial assets are derecognized when the contractual rights to the cash flows from the financial

asset expire, or when the financial asset and substantially all the risks and rewards are transferred.

A financial liability (or part of it) is derecognized from the Statement of Financial Position, when and

only when the contractual liability is extinguished, discharged, cancelled or expired.

4.2.2 Classification and measurement of financial assets

Except for those trade receivables that do not contain a significant financial component and are

measured at the transaction price in accordance with IFRS 15, all financial assets are initial measured

at fair value adjusting for transaction costs except for financial assets measured at fair value through

profit and loss.

Financial assets, other than those designated and effective as hedging instruments, are classified into

the following categories:

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 82

a. Amortized cost

b. Fair value through profit and loss, and

c. Fair value through other comprehensive income

The classification is determined by both the entity’s business model for managing the financial asset

and the contractual cash flow characteristics of the financial asset.

All income and expenses relating to financial assets that are recognized in profit or loss are presented

within the items “Other financial results”, “Financial expenses” and “Financial income”, except for

impairment of trade receivables which is presented within operating expenses.

4.2.3 Subsequent measurement of financial assets

Financial asset is subsequently measured at fair value through profit and loss, amortized cost or fair

value through other comprehensive income. The classification is based on both criteria:

i. the entity ‘s business model for managing the financial asset, meaning, whether the objective is

to hold for the purpose of collecting contractual cash flows or collecting contractual cash flows

as well as the sale of financial assets, and,

ii. whether the contractual cash flows of the financial asset consist exclusively of capital repayments

and interest on the outstanding balance (“SPPI” criterion).

The measurement category at amortized cost includes non-derivative financial assets like loans and

receivables with fixed or determinable payments that are not tradeable in an active market. After

initial recognition these are measured at amortized cost using the effective interest method.

Discounting is omitted where the effect of discounting is immaterial.

For financial assets measured at fair value through other comprehensive income, changes of fair value

are recognized in the Statement of Comprehensive Income and reclassified in Income Statement upon

derecognition of the financial instruments.

For financial assets measured at fair value through profit and loss are measured at their fair value and

changes of fair value recognized in gains or losses of Income Statement. The fair value of these

instruments is determined by reference to active market transactions or using a valuation technique

where no active market exists.

4.2.4 Classification and measurement of financial liabilities

The Group’s financial liabilities include mainly bank loans and Bond Loans. Borrowings are initially

measured at cost, which is the fair value of the exchange received minus the cost of issuance. They

are then measured at amortized cost under the effective rate method. Loans are classified as short

term liabilities unless the Group maintains the absolute right to transfer the settlement of liabilities

for at least 12 months after the Financial Statements reporting date.

Financial liabilities may be classified upon initial recognition at FVTPL, if the following criteria are

met.

(a) The Classification reverses or reduces significantly the accounting mismatch effects that would

emerge if the liability had been measured at amortized cost.

(b) These liabilities belong to a group of liabilities, being managed or evaluated with respect to their

performance, based on fair value, according to the Group’s financial risks management strategies.

Convertible Bond Loans

The Group classifies a financial instrument it issued under equity or liabilities depending on the

instrument’s contractual terms. Convertible bond loans are divided in two parts: on the one hand, the

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 83

financial liability, and on the other, the equity component regarding the option the holder is granted

to convert the bond into common shares of the Company.

The financial liability is initially measured at present value of any future payments the Group has

assumed regardless of bond holders’ exercising any option. The discount rate used is the market rate

in effect on the issuing date for a similar loan, excluding the embedded conversion option.

Subsequently, the liability is measured either at amortized cost by the effective rate method or at the

fair value according to the specific characteristics of each CBL. The interest derived from bond loans

is included in the ‘Financial expenses’ account.

The residual value between the net product of issue and the present value of the financial liability,

after subtracting the corresponding income tax is directly credited to equity.

In case that the rule “fixed for fixed” of IAS 32 is not qualified, the convertible bond loan constitutes

as a whole a compound financial instrument and as a whole (both the element of the loan and the

incorporated derivative in the form of conversion option) is classified as a financial liability.

Disposal of convertible bonds of the Company after their issue by companies of the Group is

accounted for in the consolidated financial statements in a way equivalent to the initial issue of bonds.

4.2.5 Derivative Financial Instruments and Hedging

All financial derivatives are recognized and measured at fair value. Financial derivatives are presented

separately as assets when the fair value is positive and separate in the liabilities when the fair value is

negative.

The method of recognition of profit or loss depends on whether a derivative has been identified as a

hedged item and whether it is offset by nature of the item which is offset.

With the hedging of cash flows, the Group intends to cover the risks that cause a change in cash flows

and arise from an asset or a liability or a future transaction and that change will affect the income

statement. Examples of the Group's cash flow offsetting include future transactions in the shipping

fuel market, subject to changes in market prices.

The Group uses hedge accounting when at the commencement of the hedging transaction and the

subsequent use of the financial items derivatives it may also document the relationship between the

hedged item and the hedging instrument regarding the risk management and strategy for the hedging

decision. Moreover, hedge accounting is applied only when it is expected to be effective and can be

reliably measured and on an ongoing basis for every reporting period.

The Group has set a ratio of 1:1 as a hedge ratio for the relationship between the hedging instrument

(contracts) and the hedged item (oil).

Ineffectiveness in hedging may result from a) differences that may arise in the time difference between

the cash flows of the hedging instruments and the hedged item, and b) contingent change in the hedging

ratio of the hedging relationship resulting from the amount of the hedged item, which the Group

actually hedges, and the amount of hedging instrument that the Group actually uses to offset this

amount of the hedging item and c) contingent decrease in consumption due to route reductions.

Changes in the fair value of the effective component of the hedging instrument are recognized in equity

(Fair value reserves) through other comprehensive income, while the inefficient component is

recognized in the Income Statement.

The amounts accumulated in equity are transferred to the Income Statement in the periods when the

hedged items are recognized in the incomes statement.

The Group measures the fair value reserves at the lowest of the following amounts (in absolute sizes):

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 84

i) the cumulative gain or loss of the hedging instrument from the commencement of the hedging; and;

ii) the cumulative change in fair value (in present value) of the hedged item (i.e. the present value of

the cumulative change in the hedged expected future cash flows) from the commencement of the

hedging.

When a cash flow hedging item expires, is disposed or exercised without being replaced, or when a

hedging instrument no longer meets the criteria for hedge accounting, any cumulative profit or loss in

the Equity at that time is transferred to the income statement,

Finally, it is to be noted that as far as hedge accounting is concerned, the Group continues to apply

the requirements arising from IAS 39.

4.2.6 Fair Value Measurement Methods

The fair values of financial assets and liabilities that are traded in active markets are determined by

the current bid prices without subtracting the transaction costs. As for non-traded financial assets and

liabilities, the fair values are determined by the application of valuation techniques such as an analysis

of recent transactions, comparable assets that are traded, derivative valuation models and discounted

cash flows.

The Group uses generally accepted valuation methods for the measurement of fair values of ordinary

instruments such as interest rate swaps and FX swaps. The data used is based on relevant market

measurements (interest rates, share prices, etc.) on the reporting date of the Statement of Financial

Position. Valuation techniques are also used for the valuation of non-traded securities as well as for

derivatives with no underlying assets. In this case, the techniques used are more complex and apart

from market data, they include assumptions and estimates for the future cash flows of the security.

The estimated future cash flows are based upon Management’s best estimates and the discount rate

used is the market rate for an instrument having the same attributes and risks.

In some cases, the valuations derived from the generally accepted methods for valuation of securities

are adjusted to reflect factors which are taken into consideration by the market in order to value a

security, such as business risk and marketability risk.

The method used to determine fair value for financial instruments that are valued using valuation

models is described below. These models include the Group's assessment of the assumptions an

investor would use in performing a fair value valuation and are selected based on the specific

characteristics of each investment.

The Company, in accordance with the requirements of IFRS 9 at the end of each reporting period of

the financial statements performs the calculations required in relation to the determination of the fair

value of its financial instruments. Investments in listed shares in domestic and foreign stock

exchanges are valued based on the quoted market prices for these shares. Investments in non-listed

shares are valued based on generally accepted valuation models which sometimes incorporate data

based on observable market inputs and sometimes are based on unobservable data.

4.2.7 Offsetting

Financial assets and liabilities are offset and the net amount is presented in the statement of Financial

Position when the Group has a legally enforceable right and intends to settle both the asset and

liability simultaneously on a net basis amount.

Income and expenses are offset only if such an act is permitted by the standards or when they refer

to gains or losses that arose from a group of similar transactions such as trading portfolio transactions.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 85

4.3 Impairment of Assets

The Group as part of the impairment tests at the end of each financial year:

i) Identifies and assesses the condition of the Greek economy, but also the performance of a

sample of companies in the relevant segment of each company.

ii) Collects, analyzes and monitors the information on previous performance, compared with the

financial development of the companies at the end of each reporting period. The analysis of this

data provides information in respect to achieving or not achieving the business objectives and

indicates the trend regarding the results and the financial performance of the companies at the

end of the annual reporting period.

iii) Examines the business conditions and the available information and estimates regarding future

developments in the economy and financial trends.

Taking into account that there are indications of impairments on each interim reporting date of the

financial statements the Group retests the assumptions of the business plans using as base the business

plan drawn up at the end of the previous annual reporting period and which relates to subsequent

financial periods with a five-year horizon.

4.3.1 Non-financial assets (goodwill, other intangible assets and tangible fixed assets)

For impairment measurement purposes, assets are classified into smaller groups of assets that can

generate cash flows independently from other assets or Cash Generating Units of the Group (CGU).

As result, certain assets are tested for impairment on their own while others at Cash Generating Unit

level. Goodwill is allocated to such Cash Generating Units, from which it is expected that benefits

will arise from synergies relating to business combinations, and which represent the smaller level

within the Group, where the Management monitors goodwill.

Cash Generating Units, to which goodwill has been allocated, are subjected to impairment testing, at

least on an annual basis. All other separate assets or Cash Generating Units are subject to impairment

testing when events or changes in conditions indicate that their book value may not be recoverable.

An impairment loss is recognized for the amount where the book value of an asset or a Cash

Generating Unit exceeds its recoverable amount, which is the highest between fair value less sale

costs and value in use. In order to define value in use, the Management defines the estimated cash

flows for every Cash Generating Unit, defining a suitable discount rate in order to calculate the current

value of these cash flows. The data used for the impairment test arise directly from recent calculations,

approved by the Management, suitably adjusted in order not to include future reorganizations and

improvements of assets. Discount factors are defined separately for every Cash Generating Unit and

reflect the corresponding risk elements, defined by the Management on an individual basis.

The Cash Generating Units’ impairment loss firstly decrease the book value of goodwill, allocated to

them. The remaining impairment loss is charged pro rata to the other assets of each Cash Generating

Unit. With the exception of goodwill, all assets are subsequently reassessed for indications that the

previously recognized impairment loss no longer exists. An impairment loss is reversed if the

recoverable amount of a Cash Generating Unit exceeds its carrying value.

4.3.2 Financial Assets

The Group and the Company recognize impairment provisions for expected credit losses of all

financial assets except for those measured at fair value through profit and loss.

The purpose of IFRS 9 ‘s impairment requirements is to recognize expected credit losses over the

financial asset ‘s lifetime, whose credit risk has raised after initial recognition, regardless if the

assessment is at a collective or standalone level, using all information which can be collected, based

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 86

on both historical and current data as well, but also data in respect of reasonable and supportable

forecasts.

In applying the above mentioned approach a distinction is made between:

o financial instruments that have not deteriorated significantly in credit quality since initial

recognition or that have low credit risk (Stage 1),

o financial instruments that have deteriorated significantly in credit quality since initial recognition

and whose credit risk is not low (Stage 2), and

o financial instruments that have objective evidence of impairment at the reporting date (Stage 3).

For financial instruments of Stage 1 are recognized as credit losses for the next twelve months period,

while for financial assets of Stage 2 or Stage 3 are recognized as credit losses over their lifetime.

Expected credit losses are defined as the difference between all the contractual cash flows that are

due to and the cash flows that are actually expected to be received by the Group or the Company.

This difference is discounted at the original effective interest rate of financial asset.

The Group applies the simplified approach of this Standard for assets instruments from contracts,

trade receivables and leases receivables by calculating the expected credit losses over the lifetime of

abovementioned instruments. In this case, the expected credit losses reflect the expected shortfalls in

contractual cash flows, considering the potential for default at any point during the life of the financial

instrument. In calculating the expected credit losses, the Group uses a provision matrix in which the

above mentioned financial instruments have been grouped in regard of balances’ nature and ageing

and by taking into account available historical data in respect of the debtors, adjusted with future

factors related to debtors and financial environment.

4.4 Conversion into Foreign Currency

The consolidated financial statements are presented in Euro, which is the functional currency and the

Group’s reporting currency.

(a) Foreign Operations

The assets and liabilities in the financial statements, including goodwill and fair value adjustments

due to business combinations, of the foreign subsidiaries, are converted into Euro by using the

exchange rates applicable on the Statement of Financial Position reporting date. Revenues and

expenses have been converted into the Group’s reporting currency by using the average exchange

rates prevailing during the financial year. Any differences arising from the said procedure have been

debited / (credited) to the “FX translation reserve” account of the subsidiaries’ while it’s recognized

in other income in the Statement of Comprehensive Income. Upon selling, elimination or

derecognition of a foreign subsidiary the above FX translation reserve is transferred to the Income

Statement of the period.

(b) Transactions in Foreign Currency

Foreign currency transactions are converted into the functional currency by using the exchange rates

applicable on the date when the said transactions were performed. The monetary assets and liabilities

which are denominated in foreign currency are converted into the Group’s functional currency on the

Statement of Financial Position reporting date using the prevailing exchange rate on that day. Any

gains or losses due to translation differences that result from the settlement of such transactions during

the period, as well as from the conversion of monetary assets denominated in foreign currency based

on the prevailing exchange rates on the Statement of Financial Position reporting date, are recognized

in the Income Statement.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 87

The non-monetary assets which are denominated in foreign currency and which are measured at fair

value are converted into the Group’s functional currency using the prevailing exchange rate on the

date of their fair value measurement. The FX translation differences from non-monetary items

measured at fair value are considered as part of the fair value and thus are recorded in the same

account as the fair value differences. In case where currency risk is effectively hedged for

nonmonetary assets that are valued as available for sale, the part of the change in their fair value

which is attributed to currency fluctuations is recognized in the Income Statement for the reporting

period.

Gains or losses deriving from transactions in foreign currency as well as from the end of period

valuation of monetary assets, denominated in foreign currency, which meet the criteria for cash flow

hedges are recognized in other comprehensive income and cumulatively in equity.

4.5 Tangible Fixed Assets

Tangible fixed assets are recognized in the Financial Statements at cost, less accumulated depreciation

and any potential impairment losses. The acquisition cost includes all direct costs stemming from the

acquisition of the assets.

Subsequent expenses are recorded as an increase in the book value of tangible assets or as a separate

asset only to the degree that the said expenses increase the future financial gains anticipated from the

use of the fixed asset and their cost can be measured reliably.

The cost of repair and maintenance works is recognized in the Income Statement when they are carried

out.

The depreciation of tangible fixed assets (excluding land, which is not depreciated) is calculated

based on the straight-line method over their estimated useful life as follows:

Tangible assets

Useful life (in years)

Buildings

Building facilities

Vehicles

Passenger vessels

High speed vessels

Ηydrofoil-flying dolphins

Vessels additions and improvements

Port facilities

Other equipment

3-5

The residual value and the useful life of each asset are re-assessed at the end of every financial year.

When the book values of the tangible fixed assets are higher than their recoverable value, then the

difference (impairment) is recognized directly as an expense in the Income Statement. Upon sale of

tangible assets, the differences between the sale price and their book value are recognized as profits

or losses in the Income Statement.

4.6 Intangible Assets

Intangible assets include mainly software licenses, rights, and trademarks. Furthermore, in the

consolidated financial statements intangible assets are recognized at fair value which had not been

previously recognized in the financial statements of the acquired companies.

An intangible asset is initially recognized at cost. The cost of an intangible asset which was acquired

in a business combination is the fair value of the asset on the purchase date.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 88

Following initial recognition, the intangible assets are measured at cost less accumulated amortization

and any impairment loss. Amortizations are recorded based on the straight-line method during the

useful life of the said assets. The period and method of amortization is reassessed at least at the end

of every reporting period.

(a) Software

The maintenance of software programs is recognized as an expense when the expense is realized. On

the contrary, the costs incurred for improving or prolonging the return of software programs beyond

their initial technical specifications, or respectively the costs incurred for the modification of the

software, are incorporated in the acquisition cost of the intangible asset, only if they can be measured

reliably.

(b) Trademarks

Trademarks are measured at cost less their accumulated amortization and any impairment losses.

Furthermore, trademarks are recognized at fair value based on the purchase price allocation (PPA)

into the assets and liabilities of the acquired company.

The cost of trademarks includes initial set up expenses as well as expenses relating to their registration

in Greece and abroad.

Licenses are recognized at fair value based on the allocation procedures regarding the consideration

effective under acquisition of assets and liabilities of acquirers. Licenses recognized when allocating

acquisition costs have indefinite useful life and are tested for impairment in every reporting period.

Below is a summary of the policies adopted regarding the useful life of the Group’s intangible assets:

Intangible assets

Duration

Useful life (in years)

Software

Defined

Trademarks: Blue Star Ferries, Superfast,

Hellenic Seaways

Indefinite

4.7 Goodwill

Goodwill arises upon the acquisition of subsidiaries and associates.

Goodwill is the difference between the acquisition cost and the fair value of the assets, liabilities and

contingent liabilities assumed of the acquired entity on the date of the acquisition. In the case where

a subsidiary is acquired, goodwill is presented as a separate asset, whereas in the case of an associate

acquisition, goodwill is included in the Group’s investment in associates account.

On the date of acquisition (or on the date of completion of the purchase price allocation), the goodwill

is allocated to the Cash Generating Units or to the group of Cash Generating Units which are expected

to benefit from this business combination. Following the initial recognition, the goodwill is measured

at cost less accumulated losses due to its impairment. Goodwill is not amortized, but is tested on a

yearly basis or more regularly if events or changes in conditions indicate that there might be a possible

impairment loss (please refer to Note 4.3.1 in respect of the procedures followed for a goodwill

impairment test).

If part of a Cash Generating Unit, to which goodwill has been allocated, is sold, then the amount of

goodwill corresponding to the sold part is included in the book value of the asset in order to calculate

the profit or loss. The amount of goodwill apportioned to the sold part is assessed based on the

relevant values of the part sold as well as on the remaining part of the Cash Generating Unit.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 89

4.8 Investment Property

Investment property relates to investments in properties which are held (either through acquisitions

or through leasing) by the Group, either to generate rent from its lease or for the increase in its value

(increased capital) or for both purposes and are not held: a) to be used for production or distribution

of raw materials / services or for administrative purposes; and b) for the sale as part of the company’s

ordinary activities.

Investment property is initially valued at purchase cost including transaction expenses. Subsequently,

it is measured at fair value. Independent appraisers with adequate experience in the location and in

the nature of investment properties measure the fair value.

The book value recognized in the Group’s Financial Statements reflects the market conditions on the

date of the reporting date of the Statement Financial Position. Every profit or loss derived from the

fair value revaluations of the investment is recognized in the Income Statement for the period in

which it has been recognized (for the result recognized in the Statement of Comprehensive Income

for the presented period please refer to Note 15).

Properties which are under construction or utilized in order to be used as investment properties in the

future are included in investment properties account. In the case where the company is not in a

position to measure the fair value of the property which is under construction, but expects to be in a

position to measure its fair value upon completion, the investment property under construction will

be measured at cost up to the time when it will be feasible to measure the fair value or when the

construction will be complete.

Property transfers from investment property to fixed assets take place only when there is a change in

the use of the said property which is proven by the Group’s own use of the property or by the Group’s

commencement to develop this property for sale.

An investment property is derecognized (eliminated from the Statement of Financial Position) when

it is sold, or it is permanently retired and when the investment is not expected to generate future

economic benefits from its sale. The profits or losses from the retirement or sale of investment

properties are derived from the difference of the net proceeds from the sale and the book value of the

asset and are recognized in the Income Statement for the period in which the asset was sold or

withdrawn.

4.9 Inventory

Inventory is valued at the lowest price between cost and net liquidation value. The cost of finished

and semi-finished products includes all costs incurred to obtain and process up to their current state

and it includes raw materials, labor costs, general industrial expenses (based on normal operating

capacity but excluding cost of debt) and packaging costs. The cost of raw material and of finished

products is defined according to the average cost.

The net realizable value of finished and semi-finished products is the estimated selling price during

the ordinary operations of the Group minus the estimated costs for their completion and the estimated

costs for their sale. The net liquidation value of raw material is the estimated replacement cost during

the Company’s ordinary operations. A provision for slow-moving or impaired inventories is formed

when necessary.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 90

4.10 Leases

The Group as a lessee

For every new contract signed, the Group assesses whether the contract constitute, or involves, a

lease. A lease constitutes or involves a lease if the contract grants the right-of-use of an identified

asset for a period against a fixed consideration. In this context, the Group assesses whether:

• the contract grants the right-of-use of an identified asset, which is either expressly specified

in the contract or indirectly if expressly specified at the time the item becomes available for

use by the Group,

• the Group has the right to substantially receive all financial benefits from the use of the

identified, and

• the Group has the right to direct the use of the identified asset.

Leases are recognized in the Statement of Financial Position as a right-of-use asset and a lease liability

at the date the leased asset becomes available for use.

The rights-of-use assets are initially measured at cost less accumulated depreciation and any

impairment. The cost, at initial recognition, includes the amount of initial measurement of the lease

liability, initial costs directly attributable to the lease, costs of rehabilitation and the lease payments

made on or prior to the effective date, reduced by the amount of discounts or other incentives.

Subsequent to initial recognition, the rights-of-use assets are amortized at the straight-line basis over

the shorter period between the asset's useful life and its lease term and is subject to impairment test

if relative indications are identified.

Lease liabilities are initially recognized at amount equal to the current value of the leases over the

entire term of the lease and include conventional fixed lease payments, variable payments that depend

on an index and amounts related to residual payments that are expected to be paid. T hey also include

the exercise price of the purchase option, as well as amounts of penalties for terminating the lease if

the lessor is reasonably certain to exercise that option. The interest rate implicit in the lease is used

to calculate the present value of the lease, or in the event that this is not specified in the contract, the

incremental borrowing rate. This interest rate represents the cost that the lessee should pay to borrow

the capital needed to acquire an asset with similar characteristics, and conditions with the leased asset

in a similar economic environment.

After initial recognition, the amount of the lease liabilities is increased by their financial cost and

decreased by the lease payments. In the event, there is a change in the lease payments due to a change

in an index, in measuring the residual value or in evaluating an exercise price of the purchase option,

extending or terminating the lease, then the amount of the liability is reassessed.

The Group has chosen to make use of the facilitation practices provided for in IFRS 16 for short-term

leases (leases with a maturity less than 12 months) and for low-value leases. Lease payments for these

leases are recognized as expenses in the consolidated Income Statement using the fixed method.

In the Statement of Financial Position the right-of-use assets are presented in “Fixed Assets”, while

the lease liabilities are presented separately.

Sale and leaseback

For sale and leaseback transactions which constitute finance leases, any positive difference from the

sale of the asset with respect to its book value is not recognized immediately as income from the

Company but is rather recognized as deferred income in the financial statements which is amortized

over the lease’s duration.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 91

If the fair value of the asset during its sale and leaseback is lower than its book value, then the loss

derived from the difference between the book value and the fair value is not immediately recognized,

except if the asset is impaired in which case the asset’s book value is decreased to its recoverable

value according to IAS 36.

The Group as a lessor

The Group's leases as a lessor are classified as operating or finance. A lease is classified as financial

if it transfers substantially all the risks and benefits related to the ownership of the identified asset.

On the contrary, a lease is classified as operating if it does not transfer substantially all the risks and

benefits related to the ownership of the asset.

Lease income from operating leases is recognized under the terms of the fixed method lease. Initially,

direct costs burdening the Group in the negotiation and agreement of an operating lease are added to

the book value of the leased asset and are recognized throughout the lease term as lease income.

Assets under finance lease are derecognized and the Group recognizes a receivable equal to the net

investment in the lease. Lease receivables are discounted by the realized interest rate method and the

book value is adjusted accordingly. Leases collected are increased on the basis of interest on the

receivables and are decreased by the lease collections.

4.11 Cash, Cash Equivalents and Restricted Deposits

Cash, cash equivalents and restricted deposits include cash in hand, sight deposits, term deposits,

bank overdrafts and other highly liquid investments that are directly convertible into particular

amounts of cash equivalents which are not subject to significant value change risk. They also include

separately the Group’s and the Company’s blocked deposits.

For purposes of preparing the consolidated Statement of Cash Flows, cash and cash equivalents

consist of cash in hand, bank deposits as well as cash equivalents as defined above.

4.12 Share Capital and Treasury Shares

The share capital is defined according to the nominal value of the shares issued by the Company. A

share capital increase by cash payment includes every share premium at the initial share capital

issuance.

(a) Share capital increase expenses

Expenses directly related to a share capital increase are shown subtracted from equity after deducting

tax.

(b) Dividends

Shareholders dividends are recognized as a liability within the financial year approved by the General

Meeting of the Company’s Shareholders.

Parent company shares owned by the parent or its subsidiaries are recognized at acquisition cost, are

included in the “Treasury Shares” account and are subtracted from the parent company’s equity until

they are cancelled, reissued or resold. Treasury share acquisition cost includes transaction

expenditures, after excluding the corresponding income tax. The parent company’s treasury shares do

not reduce the number of outstanding shares; they do, nevertheless, affect the number of shares

included in the earnings per share calculation. The parent company’s treasury shares are not entitled

to a dividend. The difference between the acquisition cost and the final price from reselling (or

reissuing) the treasury shares is recognized in equity and is not included in the net result for the

financial year. On 31/12/2021, the Group did not hold any treasury shares.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 92

4.13 Income Tax and Deferred Tax

The income tax charge includes current taxes, deferred tax and the differences of preceding financial

years’ tax audits.

Current income tax

Current tax is calculated based on the tax statements of Financial Position from each one of the

companies included in the consolidated Financial Statements, according to the tax laws applicable in

Greece or other tax regulations applicable for foreign subsidiaries. The income tax expense includes

income tax based on each company’s profits as presented on their tax declarations and provisions for

additional taxes and is calculated based on the dully or in principal constituted tax rates.

Deferred income tax

Deferred taxes are the taxes or the tax reliefs from the financial encumbrances or benefits of the

financial year in question, which have been allocated or shall be allocated to different financial years

by the tax authorities. Deferred income tax is determined under the liability method deriving from the

temporary differences between the book value and tax base of assets and liabilities. There is no

deferred income tax if it derives from the initial recognition of an asset or liability at a transaction,

other than at a business combination, and the recognition did not affect either the accounting or the

tax profit or loss.

Deferred tax assets and liabilities are measured in accordance with the tax rates in effect in the

financial year during which an asset or a liability shall be settled, taking into account the tax rates

(and tax regulations) which have been or are effectively in force until the Statement of Financial

Position reporting date. In case where it is not possible to clearly determine the time needed to reverse

the temporary differences, the tax rate applied is the one in force in the day after the Statement of

Financial Position reporting date.

Deferred tax assets are recognized when there is taxable income and a temporary difference which

creates a deferred tax asset. Deferred tax assets are re-examined on each reporting date and are

decreased to the extent where there won’t be sufficient taxable income to allow the utilization of the

benefit as a whole or in part of the deferred tax asset.

Deferred income tax is recognized for the temporary differences derived from investments in

subsidiaries and associates, except in the case whereby the temporary differences reversal is

controlled by the Group and is probable that the temporary differences will not be reversed in the

foreseeable future.

Most changes in the deferred tax assets and liabilities are recognized as part of the tax expenses in

the Income Statement for the financial year. Only those changes in assets and liabilities which affect

the temporary differences are recognized directly in the Group’s equity resulting in the relative

change in deferred tax assets or liabilities to be recognized in equity.

Profits from shipping activities

According to Law 27/1975, Article 6, the ship-owners companies whose vessels are carrying the

Greek flag or foreign flag but have established their offices in Greece under Law 89/67 pay taxes

based on the gross tonnage of the vessels, regardless of profits or losses. This tax is in effect an

income tax which is readjusted according to the above law.

After the payment of the aforementioned tax, every liability relating to income tax from shipping

activities is settled. In this case, a permanent difference is created between accounting and taxable

income, as a result the difference is not taken into consideration for the calculation of deferred

taxation.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 93

Profits from non-shipping activities

In this case we calculate the total income by adding the income from non-shipping activities. Non-

vessel expenses are allocated based on the gross registered tonnage of each vessel.

The profit arising from the above calculation, referring to non-shipping activities, is taxable under

the general provisions.

4.14 Government grants

Government grants related to grants for assets are recognized at fair value when there is reasonable

assurance that the grant will be received and that all the relevant conditions attached will be met.

These grants are recognized as deferred income, which is recognized in the profits or loss of each

reporting period in equal instalments based on the useful life of the asset after deducting all related

depreciation expenses.

Grants relating to expenses are recognized after deducting all the relevant expenses during the period

required for their systematic correlation with subsidized expenses.

4.15 Employee Benefits

Short-term Benefits: Short-term benefits to personnel (except for termination of employment

benefits) in cash and in kind are recognized as an expense when considered accrued. Any unpaid

amount is recognized as a liability, whereas in case the amount already paid exceeds the benefits’

amount, the entity identifies the excess as an asset (prepaid expense) only to the extent that the

prepayment shall lead to a future payments’ reduction or refund.

Retirement Benefits: Benefits following termination of employment include lump-sum severance

grants, pensions and other benefits paid to employees after termination of employment in exchange

for their service. The Group’s liabilities for retirement benefits cover both defined contribution plans

and defined benefit plans.

The defined contribution plan’s accrued cost is recognized as an expense in the financial year where

it relates. Pension plans adopted by the Group are partly financed through payments to insurance

companies or state social security funds.

(a) Defined Contribution Plan

Defined contribution plans pertain to contribution payment to Social Security Organizations and

therefore, the Group does not have any legal obligation in case the Fund is incapable of paying a

pension to the insured person. The employer’s obligation is limited to paying the employer’s

contributions to the Funds. The payable contribution by the Group in a defined contribution plan is

identified as a liability after the deduction of the paid contribution, while accrued contributions are

recognized as an expense in the Income Statement.

(b) Defined Benefit Plan (non-funded)

Under Laws 2112/20 and 4093/2012, the Company must pay compensation upon retirement or

termination to its employees. The amount of compensation paid depends on the years of service, the

level of wages and the way of leaving service (dismissal or retirement). The entitlement to participate

in these plans is usually based on years of service of the employee until retirement.

The liability recognized in the Statement of financial Position for defined benefit plans is the present

value of the liability for the defined benefit less the plan assets’ fair value (reserve from payments to

an insurance company), the changes deriving from any actuarial profit or loss and the service cost.

The defined benefit commitment is calculated on an annual basis by an independent actuary through

the use of the projected unit credit method. Regarding FY 2021, the selected rate follows the tendency

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 94

of iBoxx AA Corporate Overall 10+ EUR indices, which is regarded as consistent with the provisions

of IAS 19, i.e. is based on bonds corresponding to the currency and the estimated term relative to

employee benefits as well as appropriate for long-term provisions.

A defined benefit plan establishes, based on various parameters, such as age, years of service and

salary, the specific obligations for payable benefits. Provisions for the period are included in the

relative staff costs in the accompanying separate and consolidated Income Statements and comprise

of the current and past service cost, the relative financial cost, the actuarial gains or losses and any

possible additional charges. Regarding unrecognized actuarial gains or losses, the revised IAS 19 is

applied, which includes a number of changes to accounting for defined benefit plans, including:

• recognition of actuarial gains/losses in other comprehensive income and their permanent

exclusion from the Income Statement,

• non-recognition of the expected returns on the plan investment in the Income Statement but

recognition of the relative interest on net liability/(asset) of the benefits calculated based on the

discount rate used to measure the defined benefit obligation,

• recognition of past service cost in the Income Statement at the earliest between the plan

modification date or when the relative restructuring or terminal provision are recognized,

• other changes include new disclosures, such as quantitative sensitivity analysis.

4.16 Provisions, Contingent Assets and Liabilities

Provisions are recognized when the Group has present legal or imputed liabilities as a result of past

events; their settlement is possible through resources’ outflow and the exact liability amount can be

reliably estimated. The provisions are reviewed on the date of the Financial Statements and are

adjusted accordingly to reflect the present value of the expense expected for the settlement of the

liability. Restructuring provisions are identified only if there is a detailed restructuring plan and if

Management has informed the affected parties on the plan’s key points. When the effect of the time

value of money is significant, the provision is calculated as the present value of the expenses expected

to be incurred in order to settle this liability.

If it is no longer probable that an outflow will be required in order to settle a liability for which a

provision has been formed, then it is reversed.

In cases where the outflow due to current commitments is considered improbable or the provision

amount cannot be reliably estimated, no liability is recognized in the financial statements.

Contingent liabilities are not recognized in the financial statements but are disclosed except if the

probability of an outflow, which encompasses economic benefits, is scarce. Possible inflows from

economic benefits for the Group which do not meet the criteria of an asset are considered a contingent

asset and are disclosed when the inflow of the economic benefits is probable.

4.17 Revenues-Expenses Recognition

For the recognition and measurement of revenues from contracts with customers, a new model is

followed which includes a 5-step process.

1. Identifying the contract with a customer.

2. Identifying the performance obligations.

3. Identifying the transaction price.

4. Allocating the transaction price to the performance obligations.

5. Recognizing revenue when/as performance obligation(s) are satisfied.

Transaction price is the amount of consideration to which the Group expects to be entitled in exchange

for transferring promised goods or services to a customer, excluding amounts collected on behalf of

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 95

third parties (value added tax, other taxes on sales). If the amount of consideration is variable, then

the Group estimates the amount of consideration which will be entitled for transferring promised goods

or services with the method of expected value or the method of most probable amount. Transaction

price, usually, is allocated to each performance obligations on the base of relevant stand-alone selling

prices of promised contract, distinct good or service.

Revenues are recognized when the performance obligations are satisfied, either at a point in time

(usually for obligations relevant to transfer of goods at a client) or over time (usually for obligations

relevant to transfer of services to a client).

The Group recognizes a contractual obligation for amounts received from clients (prepayments) in

respect of performance obligations which have not been fulfilled, as well when it retains right on an

amount of consideration which is unreserved (deferred income) before the execution of contract ‘s

performance obligations and the transfer of goods or services. The contractual obligation is

derecognized when the performance obligations have been executed and the revenue has been

recognized in Income Statement.

The Group recognizes trade receivable when exists an unconditional right to receive an amount of

consideration for executed performance obligations of the contract to the client. Respectively the

Group recognizes an asset from contracts when it has satisfied the performance obligations, before

client ‘s payment or before become due the payment, for example when the goods or the ser vices are

transferred to the client before the Group ‘s right to issue the invoice.

Revenue is recognized as follows:

• Income from charters of vessels: Income from charters of vessels is recognized when the

passenger makes the voyage.

Revenues from government grants from barren lines itineraries are recognized during the period

they occur and included in Sales.

• Revenue from chartering: Revenues from chartering are recognized on an accrual basis, as

stated in the charter agreement.

• Income from sales of services on board of ships: Group offer its services either directly to the

customer or through contractors issuing upon completion the invoice or services rendered

invoice. Revenue is recognized based on services rendered (accrual basis income).

• Income from rentals: Revenue from operating leases of the Group’s investment properties is

recognized gradually during the lease.

• Interest and Dividend income: Interest income is recognized using the effective rate method

which is the rate which is accurately discounts estimated future cash flows to be collected or paid

in cash during the estimated life cycle of the financial asset or liability, or when required for a

shorter period of time, with its net book value.

Dividends are recognized as income upon establishing their collection right.

• Expenses: Expenses are recognized in profit or loss in the period on an accrual basis. Payments

made under operating leases are transferred to the Income Statement as an expense at the time of

use of the leased asset.

The interest expense is recognized on an accrual basis.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 96

4.18 Borrowing Costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a

qualifying asset, which will require considerable time until the asset is ready for the suggested use or

disposal, form part of the acquisition cost of that asset until the asset it ready for the suggested use

or disposal. In other cases, the borrowing costs burden profit or loss of the period when incurred.

4.19 Profit or loss from discontinued operations

A discontinued operation is a component of the Group that is either disposed of or classified as held

for sale and

• represents a separate major line of business or geographical area of operations,

• is part of a unified, coordinated disposure plan for a large part of business or geographical area

of operations or

• is a subsidiary acquired exclusively with a view to be resold.

Profit or loss from discontinued operations, including profit or loss of the comparative period are

presented as a separate line in the Income Statement. This amount constitutes the after tax results of

discontinued operations and after-tax profit or loss resulting from the valuation and disposal of the

assets classified as held for sale (please refer to Note 7).

The disclosures of discontinued operations of the comparative period include disclosures for earlier

periods presented in Financial Statements so that the disclosures relate to all the operations that have

been discontinued until the last date of the latest period presented. In cases where operations,

previously classified as discontinued operations, are now continuing operations, disclosures of the

prior periods are adjusted accordingly.

4.20 Earnings per share

Basic earnings per share (Basic EPS) are calculated by dividing the profit after tax that is attributable

to the shareholders of the parent company with the weighted average number of ordinary shares

outstanding during the period, excluding the average number of ordinary shares acquired as treasury

shares.

Diluted earnings per share are calculated by dividing the profit after tax that is attributable to the

shareholders of the parent company (after adjusting for the post tax interest expense of the convertible

securities) with the weighted average number of ordinary shares during the period (adjusted for

diluted shares).

The weighted average number of ordinary shares outstanding during the accounting period as well as

during all presented accounting periods is adjusted in relation to the events that have altered the

number of outstanding ordinary shares without the corresponding alteration of the resources.

4.21 Operating segments

The Company’s BoD is the main corporate body responsible for business decision -making. The BoD

reviews all of the internal financial reports in order to assess the Company’s and Group’s performance

and take decisions on the allocation of resources. The Management has set the operating segments

based on the said internal reports. The BoD uses different criteria in order to assess the Group’s

activities which vary according to the nature of each segment, taking into consideration the risks

involved and their cash requirements.

MIG’s operating segments are defined as the segments in which the Group operates and on which the

Group’s management information systems are based.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 97

It should be noted that due to the aggregation criteria and the nature of MIG’s activities (buyouts and

equity investments) some of the subsidiaries present or may present similar performance on a long-

term basis as if they were operating in the same segment and hence are aggregated and considered as

one operating segment. For the segmentation, the following have been taken into consideration:

• the nature of the products and services;

• the type of customer for the products and services;

• the methods used in distributing products and services;

• the regulatory framework; and

• the potential risks involved.

Following the application of IFRS 8 and based on the Management’s approach have been identified

the following operating segments. The operating segments of the Group and the main consolidated

companies (subsidiaries and associates) are presented below:

• Transportation (MIG SHIPPING, ATTICA),

• Financial Services (MARFIN INVESTMENT GROUP, MIG AVIATION HOLDINGS, MIG

LEISURE, TOWER TECHNOLOGY, ATHENIAN ENGINEERING),

• Real Estate and Other (MIG REAL ESTATE SERBIA, RKB, MIG MEDIA).

4.22 Non-current assets classified as held for sale and discontinued operations

The Group classifies a long-term asset or a group of long-term assets and liabilities as those held for

sale if their carrying amount is to be recovered principally through a sale transaction rather than

through continuing use.

The basic requirements in order to classify a long-term asset or group of assets as held for sale is that

the asset (or group of assets) must be available for sale in its present condition while the sale should

be subject only to terms that are usual and customary for sales of such assets and must also be highly

probable.

In order for a sale to be considered extremely possible, the following conditions should be applied:

• management must be committed in relation to a plan to sell the asset or the group of assets,

• a process to identify a buyer and complete the transaction has to be initiated,

• the asset or group of assets under disposal must be offered for sale at a price that is reasonable

compared to the concurrent market value of such assets,

• the sale must be expected to be completed within one year from the date of classification of the

asset or group of assets as assets held for sale, except for specific exceptions, and

• the actions required to complete the plan should indicate that it is unlikely that significant

changes to the plan will be made or that the plan will be withdrawn.

Immediately before the initial classification of the asset (or group of assets and liabilities) as held for

sale, the carrying amount of the asset (or group of assets and liabilities) will be measured in

accordance with applicable IFRS.

Long-term assets (or group of assets and liabilities) classified as held for sale are measured (after the

initial classification as mentioned above) at the lower of their carrying amounts and fair values less

costs to sell and the impairment losses are recorded in the Income Statement. Any increase in fair

value under a subsequent valuation is recorded in the Income Statement but not for an amount

exceeding the cumulative impairment loss that had been initially recognized.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 98

Starting from the date a long-term asset (or group of assets and liabilities) is classified as held for

sale, depreciation is not recognized on such a long-term asset.

5 SIGNIFICANT ACCOUNTING ESTIMATES AND MANAGEMENT ASSESSMENTS

The preparation of the Financial Statements in accordance with the International Financial Reporting

Standards (IFRS) requires the Management to make judgments, estimates and assumptions which

affect assets and liabilities, contingent receivables and liabilities disclosures as well as revenues and

expenses during the periods presented.

In particular, amounts included in or affecting the financial statements, as well as the related

disclosures, are estimated through making assumptions about values or conditions that cannot be

known with certainty at the time of preparation of the financial statements and therefore actual results

may differ from what has been estimated. An accounting estimate is considered significant when it is

material to the financial position and income statement of the Group and requires the most difficult,

subjective or complex judgments of the management. Estimates and judgments of the Management

are based on past experience and other factors, including expectations for future events that are

deemed to be reasonable in the circumstances, and are constantly reassessed on the basis of all

available information. The Group assesses such estimates on an ongoing basis, based on historical

results and experience, holding meetings with experts, trends and other methods that are considered

reasonable in the circumstances, as well as projections regarding their potential change in the future.

(1) Business Combinations

At initial recognition, the assets and liabilities of the acquired business are included in the

consolidated Financial Statements at their fair value. Upon fair values measurements, the

Management makes estimates on future cash flows; however, actual results may differ. Any change

in the measurement after the initial recognition will affect the measurement of goodwill. Details on

the acquired assets and liabilities are analyzed in Note 6.

(2) Estimates when calculating value under Cash Generating Units (CGU)

The Group conducts a related impairment test of investments in subsidiaries and associates whenever

there is evidence of impairment in accordance with the provisions of IAS 36. If it is established that

there are reasons for impairment, it is necessary to calculate value in use and fair value less costs to

sell regarding every CGU. Recoverable amounts of CGUs are determined for impairment tests

purposes, based on the value in use calculation, which requires making estimates. For the purpose of

calculating value in use, estimated cash flows are discounted to their present value using a discount

rate that reflects current market assessments of the time value of money as well as the risks associated

with particular CGU. Calculation uses cash projections based on business-approved business plans.

These business plans and cash flow projections usually cover a five-year period. Cash flows beyond

the period when projections are available are projected at the estimated growth rates. The key

assumptions used to determine the recoverable amount of various CGUs and sensitivity analyzes are

reported in Note 10 to the Financial Statements.

(3) Goodwill Impairment tests and Intangible Assets with Indefinite useful

The Group carries out the relevant impairment test on goodwill and intangible assets with indefinite

useful life derived from subsidiaries and associates, at least on an annual basis or in case of an

indication for impairment, according to IAS 36. In order to determine whether there is impairment

evidence, the value in use as well as the fair value less the sale cost of the business unit must be

calculated. Usually, methods such as present value of estimated cash flows are used along with

valuations based on similar transactions or companies trading in active markets and the stock

quotation. For the application of these methods, the Management is required to use information such

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 99

as the subsidiary’s forecasted future profitability, business plans as well as market data such as

interest rates etc. (for further information please refer to Notes 10 and 37 to Financial Statements).

(4) Impairment of Tangible Assets

Tangible assets are tested for impairment in case of events or changes in the circumstances suggesting

that the accounting value may not be recoverable. In order to estimate the current value in use, the

Management estimates future cash flows arising from the asset or cash generating unit and chooses

the suitable discount rate in order to estimate the present value of the future cash flows (further

information is provided in Note 9).

(5) Depreciated Assets Useful Life

The Management examines the useful life of depreciated assets every financial year. On 31/12/202 1,

the Management estimates that the useful lives represent the anticipated remaining useful life of the

assets.

(6) Estimate of Fair Value of Financial Instruments

The calculation of the fair value of financial assets and liabilities for which there are no public market

prices, requires the use of specific valuation techniques. The measurement of their fair value requires

different types of estimates. The most important estimates include the assessment of different risks

to which the instrument is exposed to such as business risk, liquidity risk etc., and the assessment of

the future profitability prospects in the case of equity securities valuation.

(7) Measurement of expected credit losses

Impairment of financial assets is based on assumptions regarding default risk and percentages of

expected credit losses. In particular, the Group's Management applies judgments under selecting such

assumptions, as well as under selecting the inflows for the our poses of calculating impairment, based

on the historical data, the current market conditions and the projections for the future financial sizes

at the end of the reporting period.

Regarding contractual assets, trade receivables and leases, the simplified approach of IFRS 9 is

applied, calculating the expected credit losses over the life of those items using a table of projections.

This table is based on historical data but is adjusted in such a way that it should reflect the projections

for the future economic environment. The correlation between the historical data, the future financial

conditions and the expected credit needs making significant estimates. The amount of expected credit

losses depends to a large extent on changes in the circumstances and the projections of the future

financial conditions. Moreover, historical data and projections for the future may not lead to

conclusions indicative of the actual amount of default on customer liabilities in the future (further

information is provided in Notes 4.3.2 and 19).

(8) Derivatives Fair Value assessment and Hedge Accounting

The Group uses derivatives to manage a series of risks including risks relevant to interest rates,

foreign currency and prices of goods. In order to assess the effectiveness of a hedging procedure, the

Group is required to firstly state its hedging strategy and then to assess that the hedge will be effective

throughout the duration of the hedging instrument (derivative). See further information on derivatives

in Note 27.

(9) Provision for Income Tax

The provision for income tax based on IAS 12 is calculated by estimating the taxes to be paid to tax

authorities and includes the current income tax for every financial year and a provision for additional

taxes that might emerge in tax audits.

The Group’s companies are subject to various income taxation legislations. To determine the total

provision for income tax, as presented in the Statement of Financial Position, significant estimates

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 100

are required. For specific transactions and calculations, the final tax determination is uncertain. The

Group recognizes liabilities for the forecasted tax issues based on calculations as to the extent to

which additional tax will arise. In cases where the final tax amount differs from what had been initially

recognized, the differences affect the provisions for income tax and deferred tax for the period when

it had been determined (for further information please refer to Note 41).

(10) Fair Value Measurement of investment property

Estimates relating to fair value measurement of investment property are determined based on

appraisal reports carried out by independent real estate appraisal firm, which assess the fair value of

investment property according to international accepted appraisal methods. The most appropriate

indication of fair value is the existing current values in an active market for relevant rental and other

agreements. In case that the abovementioned information is not available, the value is determined

through a range of reasonable estimates of fair values. In most cases, Discounted Cash Flows was

assessed as the most appropriate valuation method, since the real estate properties are held by the

Group for investment purposes and they are already leased or planned to be leased. Discounted cash

flows models are based on reliable estimates of future cash flows, which derive from the lease terms

of existing rentals and (where possible) from external data, such as current rentals for similar

properties in the same location and condition, using discount rates which depict the current market

estimate regarding the uncertainty of the amount and timing of these cash flows. The application of

discounted cash flow models, involves the use of assumptions to estimate fair value, which are relate

to: receipt of contractual rentals, expected future market rentals, vacancy periods, maintenance

expenses and appropriate discount rates. Further information regarding the key assumptions is

included in Note 46.2.

(11) Provision for Personnel Compensation

The provision amount for personnel compensation is based on an actuarial study. The actuary’s study

includes specific assumptions on discount rate, employees’ remuneration increase rate, consumer

price index increase and the expected remaining working life. The assumptions used are imbedded

with significant uncertainty and the Group’s Management continuously reassesses these assumptions

(for further information please refer to Note 24).

(12) Contingent Assets and Liabilities

The Group is involved in court claims and compensations during its ordinary activities. The

Management judges that any settlement would not significantly influence the Group’s financial

position on 31/12/2021. The Management assesses the outcome of pending legal cases, according to

information received from the Legal Department and collaborating legal offices. Such information

arises from the recent developments in the legal cases they handle. In case of a probable outflow from

company’s resources for the settlement of liability and the amount can be estimated reliably, the

Management will make the necessary provisions. Defining the amount necessary to settle the liability

is based on the Management's estimates and a number of factors that require judgment. Changes in

judgments or estimates are likely to result in an increase or decrease in the Group's liabilities in the

future. When additional information becomes available, the Group's Management reviews the events,

based on which it might have to review its estimates (see Note 45.3).

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 101

6 BUSINESS COMBINATIONS AND ACQUISITIONS OF NON-CONTROLLING

INTERESTS

6.1 Acquisition of NAXOS RESORT BEACH HOTEL SINGLE MEMBER S.A. from ATTICA

group

ATTICA group, implementing its strategic growth plan, expands further in the Greek tourism industry

and invests in complementary activities capitalising on the strong potential of ATTICA group.

ATTICA BLUE HOSPITALITY, a 100% subsidiary of ATTICA group, acquired the owning company

of NAXOS RESORT BEACH HOTEL located in the Cycladic island of Naxos, in the Agios Georgios

beach, for a total consideration of € 6.5 m, funded through bank financing.

Fair value measurement of assets, liabilities and contingent liabilities of the acquired company,

Purchase Price Allocation in accordance with the provisions of IFRS 3 “Business combinations” and

the consequent final determination of the relevant goodwill was completed under the preparation of

the financial statements for the current period.

The definitive fair values of the Statement of Financial Position of the acquired company, the total

acquisition consideration and the result arising for ATTICA group at the acquisition date are

presented below as follows:

Amounts in € '000

Fair values as of the date

of acquisition

Book values as of the

date of acquisition

ASSETS

Tangible assets

9,831

2,573

Intangible assets

Other non-current assets

Trade and other receivables

431

Other current assets

4,389

Cash, cash equivalents & restricted cash

656

Total Assets

15,311

8,062

LIABILITIES

Deferred tax liability

1,597

Trade and other payables

Short-term borrowings

5,289

Other current liabilities

Total liabilities

7,021

5,424

Total Equity

8,290

2,638

Shareholding acquired by ATTICA group

100.0%

Net Assets acquired

8,290

2,638

The changes arising as a result of fair value measurement of the Financial Position items of the

acquired company pertain to fair value measurement of the land plot and the relative building, based

on the appraiser's report, as well as the deferred tax obligation calculated on the balance between

their fair value and book value.

Amounts in € '000

Cash paid

6,500

Minus: Net assets acquired

8,290

Gain from the acquisition of subsidiary

(1,790)

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 102

The profit from the completion of the cost allocation procedure of the acquisition of the above

subsidiary was recorded in the “Other Financial Results”.

The acquisition of the company on 01/12/2021 did not have a significant effect on assets and

liabilities. It also negatively affected the losses for the period after taxes by € 32k. Had the acquisition

taken place as at 01/01/2021 then the consolidated losses after taxes would have increased by € 714k.

6.2 Change in non-controlling interests within the annual period ended as of 31/12/2021

• On 11/01/2021, MIG announced the completion of the transfer of the entire shareholding of

MARFIN INVESTMENT GROUP in SINGULARLOGIC to the investment scheme “EPSILON

NET” and “SPACE HELLAS” against the amount of € 18.0 m [which includes the consideration

for the transfer of the shares (€ 9.0 m) and the consideration for the transfer of loan

liabilities of SINGULARLOGIC to PIRAEUS BANK]. The total (direct and indirect)

percentage of the MIG Group in SINGULARLOGIC before the above transfer amounted to

99.67%. (see note 7.2).

• On 30/03/2021 MIG announced the completion of the transfer of the entire shareholding of

MARFIN INVESTMENT GROUP to VIVARTIA to the investment funds of CVC Capital Partners

against the amount of € 161.1 m. The percentage of the MIG Group in VIVARTIA before the

above transfer amounted to 92.08% (see note 7.1)

6.3 Other changes within the annual period ended as of 31/12/2021

• In 2021, ATTICA participated in the share capital increase of its 100% subsidiaries BLUE STAR

FERRIES SINGLE MEMBER MARITIME S.A., SUPERFAST FERRIES SINGLE MEMBER

MARITIME S.A., HELLENIC SEAWAYS SINGLE MEMBER MARITIME S.A., ATTICA NEXT

GENERATION HIGHSPEED SINGLE MEMBER MARITIME S.A. and ATTICA BLUE

HOSPITALITY SINGLE MEMBER S.A. by paying the amounts of € 7,000k, € 2,000k, € 11,000k,

€ 7,500k and € 325k respectively. Moreover, ATTICA participated in the share capital increase of

its 100% subsidiary NORDIA MC by paying the amount of € 3,300k, then NORDIA participated

in the share capital increase of the associate AFRICA MOROCCO LINKS by paying the amount

of € 3,270k. Finally, in 2021, a share capital return was made by the subsidiary ATTICA FERRIES

SINGLE MEMBER S.A. amounting to € 6,300k.

• In 2021, MIG proceeded with share capital increase by paying cash to its subsidiaries MIG REAL

ESTATE SERBIA amounting to € 20k and MIG LEISURE amounting to € 21k. Furthermore, in

2021, MARFIN CAPITAL, ATHENIAN ENGINEERING and MIG AVIATION HOLDINGS

proceeded with share capital return in MIG amounting to € 18k, € 1,280k and € 20k, respectively.

• On 29/11/2021 the liquidation process of the 100% subsidiary MARFIN CAPITAL was completed.

7 DISPOSAL GROUPS CLASSIFIED AS HELD FOR SALE AND DISCONTINUED

OPERATIONS

7.1 Signing the agreement on sale of the participation in VIVARTIA

Within the second half of 2020, after receiving on 17/09/2020 a binding offer from the investment

funds of “CVC CAPITAL PARTNERS” (“CVC”), the Group Management decided to examine

potential disposal of its entire participation in VIVARTIA. On this basis, the Group Management

appointed a financial advisor that will provide support at the stage of negotiations and assessment of

the reasonable and fair terms of the transaction.

On 30/11/2020, MIG’s Board of Directors assessed the binding offer of the investment funds of “CVC

Capital Partners” (“CVC”) for the sale of its entire stake in VIVARTIA. After taking into

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 103

consideration the positive recommendation of its financial advisors regarding the fairness of the

consideration offered, and having discussed in detail the terms of the agreement and all other data, it

unanimously decided to accept CVC’s offer and to proceed immediately to the execution of the

binding sale and purchase agreement on VIVARTIA shares. The consideration offered for 100% of

VIVARTIA’s share capital amounted to € 175 m, therefore the consideration corresponding to the

shareholding percentage of 92.08% in VIVARTIA’s share capital, owned by MIG, amounted to €

161.1 m. On 26/02/2021, the General Meeting of MIG approved the sale and transfer of the

Company’s total shareholding in VIVARTIA to “VENETIKO HOLDINGS S.A.R.L.”, an entity

controlled by CVC, while on 08/03/2021 the transaction was approved by the European Competition

Commission. On 30/03/2021, transfer of the Company’s total shareholding i n VIVARTIA to CVC

was completed and the transaction consideration was paid in full.

Analytically, the book value of the VIVARTIA group net assets at the date of finalization of the sale

are presented in the table below:

Amounts in € '000

Book values as of

the date of sale

Tangible assets

353,110

Goodwill

117,048

Intangible assets

172,688

Other non-current assets

35,607

Current assets

166,859

Cash and cash equivalents

60,957

Total assets

906,269

Non-current liabilities

507,457

Current liabilities

209,007

Total liabilities

716,464

Total equity

189,805

Less: Non-controlling interests

35,847

Equity attributable to οwners of the parent

153,958

Amounts in € '000

Result from the sale

Book value of VIVARTIA

153,958

Sale price minus relevant expenses incurred

159,095

Gains from the sale

5,137

Reclassification of other comprehensive income associated with the

discontinued operations in the Income Statement

(32)

Total gain from the sale

5,105

Attributable to:

Owners of the parent

5,105

Non-controlling interests

On 31/12/2021, the VIVARTIA group Financial Position items are not included in the Group’s results,

while the result from discontinued activities until the date of sale are included in the consolidated

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 104

Income Statement which is further analyzed in profit from the sale of an amount € 5.1 m and in

group’s operating losses for the period 01/01-30/03/2021 amounting to € 5.1 m (see note 7.4).

7.2 Signing the agreement on sale of the participation in SINGULARLOGIC

Within the first half of 2020, the Group Management decided to examine potential disposal of its

entire participation in SINGULARLOGIC. On this basis, the Group Management appointed a

financial advisor that will coordinate, inter alia, receiving initially non-binding and subsequently

binding offers from the interested investors, as well as provide the support in the negotiations with

the preferred investors.

Moreover, on 27/11/2020, MIG signed a sale agreement for the total participation it has in

SINGULARLOGIC directly and indirectly [through its 100% subsidiary TOWER TECHNOLOGY

HOLDINGS (OVERSEAS) LTD] to the investment scheme of “EPSILON NET S.A.” and “SPACE

HELLAS S.A.”. On 11/01/2021 the disposal of SINGULARLOGIC S.A. was successfully completed

through signing the deed of transfer of the entire participating interest held by MIG directly and

indirectly in SINGULARLOGIC to the investment scheme of “EPSILON NET” and “SPACE

HELLAS”. The total consideration of the transaction, including the consideration for the transfer of

the shares (€ 9.0 m) and the consideration for the transfer of loan liabilities of SINGULARLOGIC to

PIRAEUS BANK, amounted to € 18.0 m. At signing the agreement for the sale of the entire

participating interest in SINGULARLOGIC on 27/11/2020, the amount of € 1.8 m was prepaid, while

on 11/01/2021, following the successful completion of the sale of SINGULARLOGIC, the remaining

amount of the transaction consideration was paid in full.

On 31/12/2021, the SINGULARLOGIC group Statement of Financial Position items are not included

in the Group’s results.

Analytically, the book value of the SINGULARLOGIC group net assets at the date of finalization of

the sale are presented in the table below:

Amounts in € '000

Book values as of

the date of sale

Tangible assets

1,112

Goodwill

24,956

Intangible assets

20,812

Other non-current assets

1,661

Current assets

14,606

Cash and cash equivalents

3,320

Total assets

66,467

Non-current liabilities

5,221

Current liabilities

52,875

Total liabilities

58,096

Total equity

8,371

Less: Non-controlling interests

Equity attributable to οwners of the parent

8,310

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 105

Amounts in € '000

Result from the sale

Book value of SINGULARLOGIC

8,310

Sale price minus relevant expenses incurred

8,310

Gains from the sale

Attributable to:

Owners of the parent

Non-controlling interests

As at 31/12/2020, items of the Financial Position of the VIVARTIA group and the SINGULARLOGIC

group were classified as a disposal group in accordance with the provisions of IFRS 5 for non-current

assets held for sale.

7.3 Discontinued operations within the comparative reporting period (01/01-31/12/2020)

The comparative period’s discontinued operations include:

• VIVARTIA results for the period 01/01-31/12/2020 (due to its sale on 30/03/2021), and

• SINGULARLOGIC results for the period 01/01-31/12/2020 (due to its sale on 11/01/2021).

7.4 Net results of the Group from discontinued operations

The Group’s net profit/ loss from discontinued operations for the periods 01/01 -31/12/2021 and 01/01-

31/12/2020 are analyzed as follows:

01/01-31/12/2021

01/01-31/12/2020

Amounts in € '000

Food &

Dairy

Eliminations

Total

Food &

Dairy

IT &

Telecoms

Eliminations

Total

Sales

126,718

(3,688)

123,030

548,208

31,582

(21,395)

558,395

Cost of sales

(89,735)

1,319

(88,416)

(374,933)

(21,988)

8,568

(388,353)

Gross profit

36,983

(2,369)

34,614

173,275

9,594

(12,827)

170,042

Administrative expenses

(8,921)

(8,918)

(38,246)

(5,304)

724

(42,826)

Distribution expenses

(30,850)

2,370

(28,480)

(136,766)

(6,316)

12,209

(130,873)

Other operating income

3,891

(4)

3,887

17,072

3,003

(106)

19,969

Other operating expenses

(4)

(25)

(771)

(796)

Operating profit

1,099

15,310

206

15,516

Other financial results

(12,015)

(81)

(12,096)

Financial expenses

(5,255)

(5,251)

(21,161)

(2,127)

(23,234)

Financial income

(4)

(54)

Share in net gains/(losses) of companies accounted

for by the equity method

644

Profit/(Loss) before tax from discontinuing

operations

(4,151)

(17,172)

(1,998)

(19,170)

Income Tax

(954)

(2,261)

(528)

(2,789)

Profit/(Loss) after taxes from discontinued

operations

(5,105)

(19,433)

(2,526)

(21,959)

Derecognition of comprehensive income

associated with non-current assets classified as

held for sale through the income statement

(32)

Gains /(Losses) on measurement to fair value

(39,133)

(6,750)

(45,883)

Gains /(losses) from the sale of the discontinued

operations

5,137

Result from discontinued operations

(58,566)

(9,276)

(67,842)

Attributable to:

Owners of the parent

(59,558)

(9,232)

(68,790)

Non-controlling interests

992

(44)

948

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 106

The following table presents the net cash flows from operating, investing and financing activities

pertaining to the discontinued operations for the periods 01/01-31/12/2021 and 01/01-31/12/2020:

01/01-31/12/2021

01/01-31/12/2020

Amounts in € '000

Food & Dairy

Food &

Dairy

IT &

Telecoms

Total

Net cash flows operating activities

(6,933)

37,945

3,179

41,124

Net cash flows from investing activities

(4,820)

(29,990)

(2,589)

(32,579)

Net cash flow from financing activities

29,056

(17,484)

(1,044)

(18,528)

Exchange differences in cash, cash equivalents and

restricted cash

(33)

(31)

Total net cash flow from discontinued operations

17,303

(9,562)

(452)

(10,014)

Basic earnings per share from discontinued operations for the presented annual reporting periods

01/01-31/12/2021 and 01/01-31/12/2020 amount to € 0 and € (0.0732) respectively, while diluted

earnings per share from discontinued operations amounted to € 0 and € (0,0163) respectively (for the

analysis of the calculation please refer to Note 42).

8 OPERATING SEGMENTS

The Group applies IFRS 8 “Operating Segments”, under its requirements the Group recognizes its

operating segments based on “management approach” which requires the public information to be

based on internal information. The Company’s Board of Directors is the key decision maker and sets

the operating segments for the Group (please refer to Note 4.21). The required information per

operating segment is as follows:

Income and results, assets and liabilities per operating segment are presented as follows:

Amounts in € '000

Financial

Services

Transportation

Real

Estate &

Other *

Total from

continuing

operations

Discontinued

operations

Group

01/01-31/12/2021

Revenues from external customers

347,907

11,934

359,841

123,030

482,871

Intersegment revenues

590

3,688

4,278

Operating profit

(5,694)

(10,012)

2,669

(13,037)

1,099

(11,938)

Depreciation and amortization expense

(306)

(51,963)

(20)

(52,289)

(9,077)

(61,366)

Profit/(Loss) before tax, financing, investing results

and total depreciation charges

(5,388)

41,951

2,689

39,252

10,176

49,428

Other financial results

32,917

13,840

252

47,009

47,010

Impairment losses

(21,137)

Financial income

301

345

Financial expenses

(17,941)

(16,386)

(3,393)

(37,720)

(5,251)

(42,971)

Share in net profit (Loss) of companies accounted for

by the equity method

(1,410)

Profit/(Loss) before income tax

9,297

(13,667)

(21,580)

(25,950)

(4,151)

(30,101)

Income tax

(19)

368

(43)

306

(954)

(648)

Αssets as of 31/12/2021

254,067

1,007,933

219,777

1,481,777

Liabilities as of 31/12/2021

424,954

594,649

354,562

1,374,165

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 107

Amounts in € '000

Financial

Services

Transportation

Real

Estate &

Other *

Total from

continuing

operations

Discontinued

operations

Group

01/01-31/12/2020

Revenues from external customers

290,401

12,749

303,150

558,395

861,545

Intersegment revenues

363

21,395

21,758

Operating profit

(6,979)

(9,070)

2,441

(13,608)

15,516

1,908

Depreciation and amortization expense

(336)

(49,446)

(10)

(49,792)

(41,148)

(90,940)

Profit/(Loss) before tax, financing, investing results and

total depreciation charges

(6,643)

40,376

2,451

36,184

56,664

92,848

Other financial results

(3)

(24,570)

(22)

(24,595)

(896)

(25,491)

Impairment losses

(535)

(16,113)

(16,648)

(11,200)

(27,848)

Profits from reversal of impairment losses

558

Financial income

331

268

611

Financial expenses

(24,095)

(15,155)

(3,285)

(42,535)

(23,234)

(65,769)

Share in net profit (Loss) of companies accounted for by

the equity method

(1,208)

644

(564)

Profit/(Loss) before income tax

(30,746)

(49,712)

(16,967)

(97,425)

(19,170)

(116,595)

Income tax

(251)

(44)

(295)

(2,789)

(3,084)

Αssets as of 31/12/2020

258,519

954,928

255,770

1,469,217

949,114

2,418,331

Liabilities as of 31/12/2020

607,563

529,762

368,652

1,505,977

745,832

2,251,809

* Subcategories of the Real Estate and Other operating segment:

Amounts in € '000

01/01-31/12/2021

Real Estate

Other

Group

Revenues from external customers

6,817

5,117

11,934

Profit/(Loss) before income tax

(21,481)

(99)

(21,580)

Αssets as of 31/12/2021

218,176

1,601

219,777

01/01-31/12/2020

Revenues from external customers

6,581

6,168

12,749

Profit/(Loss) before income tax

(16,896)

(71)

(16,967)

Αssets as of 31/12/2020

251,927

3,843

255,770

The reconciliation of revenue, operating profit and loss, assets and liabilities of each segment with

the respective amounts of the Financial Statements are analyzed as follows:

Amounts in € '000

Revenues

01/01-31/12/2021

01/01-31/12/2020

Total revenues for reportable segments

487,149

883,303

Adjustments for :

Intersegment revenues

(4,278)

(21,758)

Discontinued operations

(123,030)

(558,395)

Income statement's revenues

359,841

303,150

Amounts in € '000

Profit / (Loss)

01/01-31/12/2021

01/01-31/12/2020

Total profit / (loss) for reportable segments

(30,101)

(116,595)

Adjustments for :

Discontinued operations

4,151

19,170

Profit / (Loss) before income tax

(25,950)

(97,425)

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 108

Amounts in € '000

Profit / (Loss) from discontinued

operations

01/01-31/12/2021

01/01-31/12/2020

Profit/(Loss) before tax from discontinued

operations

(4,151)

(19,170)

Adjustments for :

Income tax

(954)

(2,789)

Derecognition of comprehensive income

associated with non-current assets classified

as held for sale through the income

statement

(32)

Gains /(Losses) on measurement to fair

value

(45,883)

Gains /(Losses) from the sale of the

discontinued operations

5,137

Gains/(Losses) for the year after tax

from discontinued operations

(67,842)

Amounts in € '000

Assets

31/12/2021

31/12/2020

Total assets for reportable segments

1,481,777

1,469,217

Elimination of receivable from corporate

headquarters

(259,182)

(253,435)

Non-current assets classified as held for

sale

949,114

Entity's assets

1,222,595

2,164,896

Amounts in € '000

Liabilities

31/12/2021

31/12/2020

Total liabilities for reportable segments

1,374,165

1,505,977

Elimination of payable to corporate

headquarters

(259,182)

(253,435)

Non-current assets classified as held for

sale

745,832

Entity's liabilities

1,114,983

1,998,374

Disclosure of geographical information:

Amounts in € '000

Segment results 31/12/2021

Greece

European

countries

Other

countries

Group

Revenues from external customers

322,272

30,759

6,810

359,841

Revenues from external customers

(discontinued operations)

94,912

25,126

2,992

123,030

Non-current assets*

1,017,120

(38,127)

978,993

Amounts in € '000

Segment results as of 31/12/2020

Greece

European

countries

Other

countries

Group

Revenues from external customers

270,228

26,645

6,277

303,150

Revenues from external customers

(discontinued operations)

452,712

93,619

12,064

558,395

Non current assets 31/12/2020

1,026,373

(6,212)

1,020,161

* Non-current assets do not include the “Financial Assets” as well as the “Deferred Tax Assets” as in compliance with

the provisions of IFRS 8.

9 PROPERTY, PLANT AND EQUIPMENT & RIGHT-OF-USE ASSETS

9.1 Property, plant and equipment

The changes in the Group’s property, plant and equipment account are analyzed as follows:

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 109

THE GROUP

Amounts in € '000

Vessels

Land &

Buildings

Machinery

& Vehicles

Furniture

& Fittings

Construction

in progress

Total

Gross book value as of 01/01/2021

1,082,583

5,400

4,493

6,464

1,098,997

Additions

26,437

146

129

10,649

37,361

Acquisitions through business combinations

9,744

393

765

10,902

Disposals / Write-offs

(8,235)

(8)

(412)

(8,655)

Other movements/Reclassifications

6,225

(4)

(13)

(6,339)

(131)

Gross book value as of 31/12/2021

1,107,010

15,286

442

4,962

10,774

1,138,474

Accumulated depreciation as of 01/01/2021

(412,060)

(3,087)

(36)

(3,932)

(419,115)

Depreciation charges

(47,522)

(615)

(7)

(268)

(48,412)

Accumulated depreciations of acquisitions through business

combinations

(390)

(681)

(1,071)

Depreciation of disposals / write-offs

6,281

409

6,697

Other movements/Reclassifications

Accumulated depreciation as of 31/12/2021

(453,301)

(3,698)

(426)

(4,472)

(461,897)

Net book value as of 31/12/2021

653,709

11,588

490

10,774

676,577

THE GROUP

Amounts in € '000

Vessels

Land &

Buildings

Machinery &

Vehicles

Furniture &

Fittings

Construction

in progress

Total

Gross book value as of 01/01/2020

1,049,706

233,788

334,042

55,045

19,911

1,692,492

Additions

32,058

157

4,376

36,693

Additions of disposal groups held for sale

566

6,679

1,474

19,998

28,717

Disposals / Write-offs

(45)

Disposals of disposal groups held for sale

(305)

(2,518)

(1,264)

(4,087)

Impairment of tangible assets

(535)

Profits from reversal of impairment of assets

558

Impairment of tangible assets of disposal groups held for

sale

(327)

(730)

(1,057)

Exchange differences on cost of disposal groups held for

sale

(1)

Reclassifications on cost of disposal groups held for sale

5,956

17,946

114

(24,116)

(100)

Assets classified as held for sale

(234,360)

(355,380)

(50,989)

(12,909)

(653,638)

Other movements/Reclassifications

796

(1)

(796)

Gross book value as of 31/12/2020

1,082,583

5,400

4,493

6,464

1,098,997

Accumulated depreciation as of 01/01/2020

(366,998)

(67,772)

(219,788)

(46,428)

(700,986)

Depreciation charges

(45,062)

(601)

(3)

(295)

(45,961)

Depreciation of disposals / write-offs

Depreciation of disposal groups held for sale

(5,135)

(18,905)

(2,833)

(26,873)

Depreciations of disposal assets of disposal groups held for

sale

303

2,419

1,255

3,977

Accumulated depreciations of disposal groups held for sale

70,118

236,240

44,325

350,683

Other movements/Reclassifications

(1)

Accumulated depreciation as of 31/12/2020

(412,060)

(3,087)

(36)

(3,932)

(419,115)

Net book value as of 31/12/2020

670,523

2,313

561

6,464

679,882

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 110

Fixed assets under contraction mainly includes the three Aero Catamaran type high-speed vessels for

which the completion of their construction is expected within 2022.

Property, plant and equipment are subject to impairment test whenever events and circumstances

indicate that the carrying value may not be recoverable. If the carrying value of property, plant and

equipment exceeds their recoverable amount, the excess amount refers to impairment loss which is

recognized directly in the Income Statement. The largest amount that arises from comparing the fair

value of the asset, after excluding the costs incurred for the sale, and value in use, constitutes the

recoverable amount of the asset.

The changes in the Company’s property, plant and equipment account are analyzed as follows:

THE COMPANY

Amounts in € '000

Land &

Buildings

Machinery &

Vehicles

Furniture &

Fittings

Total

Gross book value as of 01/01/2021

448

1,437

1,890

Additions

Disposals / Write-offs

(5)

(411)

(416)

Reclassifications

(13)

Gross book value as of 31/12/2021

448

1,017

1,465

Accumulated depreciation as of 01/01/2021

(122)

(3)

(1,236)

(1,361)

Depreciation charges

(78)

(1)

(47)

(126)

Depreciation of disposals / write-offs

409

413

Accumulated depreciation as of 31/12/2021

(200)

(874)

(1,074)

Net book value as of 31/12/2021

248

143

391

THE COMPANY

Amounts in € '000

Land &

Buildings

Machinery &

Vehicles

Furniture &

Fittings

Total

Gross book value as of 01/01/2020

448

1,450

1,903

Additions

Disposals / Write-offs

(45)

Gross book value as of 31/12/2020

448

1,437

1,890

Accumulated depreciation as of 01/01/2020

(38)

(2)

(1,227)

(1,267)

Depreciation charges

(84)

(1)

(54)

(139)

Depreciation of disposals / write-offs

Accumulated depreciation as of 31/12/2020

(122)

(3)

(1,236)

(1,361)

Net book value as of 31/12/2020

326

201

529

9.2 Right-of-use assets

Unamortized value of right-of-use assets as at 31/12/2021 and as at 31/12/20 and amortizations for

the annual period 01/01-31/12/2021 and the respective annual comparative period regarding the

Group and the Company per assets category are recorded below as follows:

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 111

THE GROUP

Amounts in € '000

Vessels

Land &

Buildings

Machinery &

Vehicles

Furniture &

Fittings

Total

Book value as of 01/01/2021

16,192

4,109

277

20,609

Additions

305

365

Adjustment from remeasurement of lease liabilities

Discontinuance of leasing contracts

(134)

(17)

(151)

Gross book value as of 31/12/2021

16,497

4,142

232

20,885

Accumulated depreciation as of 01/01/2021

(11,002)

(1,106)

(149)

(17)

(12,274)

Depreciation charges

(2,090)

(574)

(74)

(5)

(2,743)

Discontinuance of leasing contracts

102

Accumulated depreciation as of 31/12/2021

(13,092)

(1,680)

(138)

(5)

(14,915)

Net book value as of 31/12/2021

3,405

2,462

5,970

THE GROUP

Amounts in € '000

Vessels

Land &

Buildings

Machinery &

Vehicles

Furniture &

Fittings

Total

Book value as of 01/01/2020

14,638

65,140

6,566

86,379

Additions

1,554

347

1,946

Additions of disposal groups held for sale

2,421

3,648

808

6,877

Discontinuance of leasing contracts of disposal groups

held for sale

(303)

(569)

(19)

(891)

Adjustment from remeasurement of lease liabilities of

disposal groups held for sale

(639)

(637)

Disposals from sale of subsidiaries of disposal groups

held for sale

(27)

Assets of disposal groups held for sale

(62,830)

(9,400)

(808)

(73,038)

Gross book value as of 31/12/2020

16,192

4,109

277

20,609

Accumulated depreciation as of 01/01/2020

(8,834)

(8,488)

(1,936)

(15)

(19,273)

Depreciation charges

(2,168)

(568)

(75)

(8)

(2,819)

Depreciation of disposal groups held for sale

(8,170)

(2,302)

(60)

(10,532)

Discontinuance of leasing contracts of disposal groups

held for sale

239

438

685

Accumulated depreciations of disposal groups held for

sale

15,881

3,726

19,665

Accumulated depreciation as of 31/12/2020

(11,002)

(1,106)

(149)

(17)

(12,274)

Net book value as of 31/12/2020

5,190

3,003

128

8,335

THE COMPANY

Amounts in € '000

Land &

Buildings

Machinery &

Vehicles

Furniture &

Fittings

Total

Book value as of 01/01/2021

688

194

913

Additions

Discontinuance of leasing contracts

(104)

(17)

(121)

Gross book value as of 31/12/2021

688

116

818

Accumulated depreciation as of 01/01/2021

(210)

(124)

(17)

(351)

Depreciation charges

(115)

(48)

(5)

(168)

Discontinuance of leasing contracts

Accumulated depreciation as of 31/12/2021

(325)

(93)

(5)

(423)

Net book value as of 31/12/2021

363

395

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 112

THE COMPANY

Amounts in € '000

Land &

Buildings

Machinery &

Vehicles

Furniture &

Fittings

Total

Gross book value as of 01/01/2020

688

194

898

Additions

Gross book value as of 31/12/2020

688

194

913

Accumulated depreciation as of 01/01/2020

(95)

(62)

(9)

(166)

Depreciation charges

(115)

(62)

(8)

(185)

Accumulated depreciation as of 31/12/2020

(210)

(124)

(17)

(351)

Net book value as of 31/12/2020

478

562

10 GOODWILL

10.1 Analysis of changes in goodwill

Changes in goodwill in the consolidated Financial Statements for the year ended on 31/12/2021 and

31/12/2020 are as follows:

Amounts in € '000

Transportation

Net book value as of 01/01/2020

30,130

Impairment of goodwill

Net book value as of 31/12/2020

30,130

Νet book value as of 01/01/2021

30,130

Impairment of goodwill

Net book value as of 31/12/2021

30,130

Gross book value as of 31/12/2021

174,428

Accumulated impairment losses

(144,298)

Net book value as of 31/12/2021

30,130

10.2 Impairment test on goodwill and intangible assets with indefinite useful life

On 31/12/2021, an impairment test was conducted on recognized goodwill and consequently, on the

recognized intangible assets with indefinite useful life. The impairment test on goodwill which had

arisen as a result of the acquisitions of the Group’s consolidated companies, was conducted having

allocated said assets to the respective Cash Generating Units (CGU). The recoverable goodwill

amount associated with the respective CGU was determined through value in use, which was

calculated by using the method of discounted cash flows.

Similarly, the recoverable value of trademarks with indefinite useful life (value in use) was

determined through the income expected to arise from royalties based on the Income Approach via

Relief from Royalty method. In determining the value in use, the Management uses assumptions that

it deems reasonable, based on the best available information which is applicable at the reference date

of the Financial Statements (please refer to Note 10.3).

10.2.1 Consolidated Financial Statements

Changes in goodwill in 2021 and the way it is allocated to the Group's operating segments are

analytically described in note 10.1 above. According to the impairment test conducted at the end of

the reporting period, there was no need to impair the recognized goodwill.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 113

The intangible assets of the Group, whose analysis is shown in Note 11, also include intangible assets

with indefinite useful life. From the impairment test with reference date 31/12/2021, no need arose

for the recognition of impairment losses on intangible assets with indefinite useful life.

As at 31/12/2021 the intangible assets of the Group with indefinite useful life amounted to € 27,428k

and related to trademarks of the “Transportation” segment (31/12/2020: € 27,428k).

10.2.2 Company Financial Statements

In the separate Financial Statements, the total impairment amount was € 39,604k, which pertains to

amount € 39,529k from impairment of other assets by RKB (see note 16). The aforementioned

amounts are included in the item “Income / (Expenses) from participations and other financial assets”

of the separate Income Statement.

10.3 Assumptions used in calculation of Value in Use

The recoverable amount of every CGU is determined according to value in use calculation. The

determination is based on the present value of the estimated future cash flows, as expected to be

generated by every CGU (discounted cash flow method). The specific methodology for determining

the value in use is affected (has sensitivity) by the following key assumptions, as adopted by the

Management om order to determine future cash flows:

• 5-year business plan per CGU:

o The business plans were prepared for a maximum period of 5 years, except if a longer period

can be justified. The cash flows beyond this period are derived using the estimations of the

implied growth rates stated below.

o The business plans are based on recent budgets and estimations.

o Projected operating margins and EBITDA, as well as future estimations based on reasonable

assumptions, are used in business plans.

The calculations for determining the recoverable amounts of the CGU’s were based on the business

plans approved by the Management, which included the necessary revisions to capture the current

economic situation and reflect past experience, projections of studies per sector and other information

available from external sources.

• Perpetuity Growth rate:

The cash flows beyond the 5-year period are extrapolated using the estimated growth rates in

perpetuity, as obtained from external sources. For the year ended on 31/12/2021 and the year ended

on 31/12/2020, perpetuity growth rate stood at 2%.

• Weighted Average Cost of Capital (WACC):

The WACC method reflects the discount rate of future cash flows for each CGU, according to which

the cost of equity and the cost of long-term debt and any grants are weighted, in order to calculate

the total cost of capital of the company. The WACC for the Transportation segment stood at 8.9% on

31/12/2021 (31/12/2020: 9.5%). The basic parameters determining the weighted cost of capital

(WACC) include:

o Risk-free return:

Since all cash flows of the business plans are denominated in euro, the yield of ten-year Euro Swap

Rate (EUS) was used as the risk-free rate. At the valuation date, the ten-year Euro Swap Rate was

0.30 %. The 10-year Greek Government Bond was not used as risk free rate, given the recognition by

the markets of significant risk premium (spread) on the title.

o Country risk premium:

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 114

Assumptions arising from independent sources were taken into account for the calculation of the

specific country risk premium. The risk associated with the activity in every market, as stated in each

specific country risk premium, is included in the Cost of Equity of each company.

o Equity risk premium:

The calculation of the equity risk premium was based on assumptions arising from independent

sources. Betas are evaluated annually based on published market data.

Sensitivity analysis of recoverable amounts:

On 31/12/2021, the Group analyzed the sensitivity of the recoverable amounts per CGU in respect of

a change in some of the key assumptions disclosed in note 10.3 (Indicatively a change: (i) by one

percentage point in EBITDA up to 2026 and half a percentage point in EBITDA margin to perpetuity,

(ii) by one percentage point in the discount rate up to 2026 and half a percentage point in the discount

rate to perpetuity or (iii) by a half percentage point growth rate to perpetuity). Relevant analysis

indicates that no impairment has been arisen regarding Group’s goodwill and intangible assets of the

operating segment “Transportation”.

11 INTANGIBLE ASSETS

The intangible assets at Group level for the years 2021 and 2020 are briefly presented in the following

tables:

THE GROUP

Amounts in € '000

Brand

Names

Computer

Software

Other

Total

Gross book value as of 01/01/2021

27,503

12,625

169

40,297

Additions

1,223

Other movements/Reclassifications

148

Gross book value as of 31/12/2021

27,503

13,996

169

41,668

Accumulated depreciation as of 01/01/2021

(75)

(7,221)

(169)

(7,465)

Depreciation charges

(1,130)

Accumulated depreciation as of 31/12/2021

(75)

(8,351)

(169)

(8,595)

Net book value as of 31/12/2021

27,428

5,645

33,073

THE GROUP

Amounts in € '000

Brand

Names

Computer

Software

Suppliers/distribution

agreements

Know

How

Other

Total

Gross book value as of 01/01/2020

230,330

29,989

4,702

7,415

43,274

315,710

Additions

1,476

Additions of disposal groups held for sale

1,390

2,958

4,352

Disposals of disposal groups held for sale

(1)

(46)

(794)

(841)

Impairment of intangible assets of disposal groups held for

sale

(11,200)

Assets of disposal groups held for sale

(191,639)

(20,305)

(4,702)

(7,415)

(45,265)

(269,326)

Reclassifications on cost of disposal groups held for sale

100

Other movements/Reclassifications

(4)

Gross book value as of 31/12/2020

27,503

12,625

169

40,297

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 115

THE GROUP

Amounts in € '000

Brand

Names

Computer

Software

Suppliers/distribution

agreements

Know

How

Other

Total

Accumulated depreciation as of 01/01/2020

(10,410)

(23,430)

(4,702)

(7,415)

(32,629)

(78,586)

Depreciation charges

(1,012)

Depreciation of disposal groups held for sale

(435)

(1,026)

(2,282)

(3,743)

Depreciations of disposals of disposals groups held for sale

794

813

Accumulated depreciations of disposal groups held for sale

10,769

18,233

4,702

7,415

33,944

75,063

Other movements/Reclassifications

(4)

Accumulated depreciation as of 31/12/2020

(75)

(7,221)

(169)

(7,465)

Net book value as of 31/12/2020

27,428

5,404

32,832

Based on the impairment test performed at the end of the presented reporting period, no need to

recognize impairment losses on intangible assets with indefinite useful life has arisen.

The intangible assets of the Company for the years 2021 and 2020 are briefly presented in the

following table and pertain solely to software programs:

THE COMPANY

Amounts in € '000

31/12/2021

31/12/2020

Gross book value at the beginning

746

731

Additions

Gross book value at the end

746

Accumulated depreciation at the beginning

(700)

(691)

Depreciation charges

(12)

(9)

Accumulated depreciation at the end

(712)

(700)

Net book value at the end

12 INVESTMENTS IN SUBSIDIARIES

12.1 Analysis of changes in investments in subsidiaries for FY 2021

The Company’s subsidiaries are presented in Note 2.

The book value of investments in subsidiaries is analyzed as follows:

Amounts in € '000

THE COMPANY

Company

31/12/2021

31/12/2020

MARFIN CAPITAL S.A.

ATTICA HOLDINGS S.A. / MIG SHIPPING S.A.

361,332

VIVARTIA S.A.

161,136

MIG LEISURE LIMITED

MIG REAL ESTATE (SERBIA) B.V.

MIG AVIATIΟN HOLDINGS LTD

SINGULARLOGIC S.A. / TOWER TECHNOLOGY HOLDINGS (OVERSEAS)

LIMITED

9,002

MIG MEDIA S.A.

ATHENIAN ENGINEERING S.A.

Total

361,422

531,632

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 116

The analysis of the “Investments in subsidiaries” account for the current and previous year is as

follows:

THE COMPANY

Amounts in € '000

31/12/2021

31/12/2020

Opening balance

531,632

774,635

Changes in share capital of subsidiaries

(1,277)

(1,658)

Disposals of subsidiaries

(170,138)

Loss from investment in subsidiaries and associates at fair value recognised in profit and

loss

(75)

(247,195)

Reversal of loss from investment in subsidiaries recognised in profit and loss

1,280

Capitalasation of asset

5,850

Closing balance

361,422

531,632

In compliance with the applied accounting policies and provisions of IAS 36, the Company conducts

a relevant impairment test regarding its assets at the end of each reporting period, given that relative

impairment indications are effective. The relevant test can be conducted earlier if there is evidence

of potentially arising impairment loss. The evaluation focuses both - on endogenous as well as

exogenous parameters.

During the year ended on 31/12/2021 an impairment arose on the value of investments in subsidiaries

amounted to € 75k, while at the same time an impairment reversal arose amounted to € 1,280k due to

subsidiary’s share capital return (see note 6.3). The aforementioned amounts are included in the

“Income/(Expenses) from investments and other financial assets” of the separate Income Statement.

(see note 10.2.2).

12.2 Subsidiaries with significant percentage of non-controlling interest

The following table presents the subsidiaries with significant percentage of non-controlling interest:

Financial information regarding the consolidated groups, in which non-controlling interests hold a

significant percentage, is presented below as follows:

Proportion of ownership interests

and voting rights held by the non-

controlling interests

Total comprehensive income

allocated to non-controlling

interests

Accumulated NCI presented in

Statement of Financial Position

Name of the subsidiary

31/12/2021

31/12/2020

31/12/2021

31/12/2020

31/12/2021

31/12/2020

VIVARTIA GROUP

0.00%

7.92%

932

35,816

ATTICA GROUP

20.62%

(1,760)

(11,139)

79,679

83,663

RKB

16.89%

(1,722)

(18,092)

Amounts in € '000

VIVARTIA GROUP

ATTICA GROUP

RKB

Statement of Financial Position

31/12/2021

31/12/2020

31/12/2021

31/12/2020

31/12/2021

31/12/2020

Non-Current Assets

681,552

766,220

771,855

212,339

245,797

Current Assets

207,945

234,255

183,061

5,810

6,077

Total Assets

889,497

1,000,475

954,916

218,149

251,874

Non-current liabilities

481,454

368,168

414,776

179

200

Current Liabilities

213,132

226,480

114,985

353,205

365,465

Total liabilities

694,586

594,648

529,761

353,384

365,665

Equity attributable to οwners of the parent

159,095

326,148

341,492

(117,143)

(95,699)

Non-controlling interests

35,816

79,679

83,663

(18,092)

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 117

Amounts in € '000

VIVARTIA GROUP

ATTICA GROUP

RKB

Income Statement /Statements of

Comprehensive Income

01/01-

31/12/2021

01/01-

31/12/2020

01/01-

31/12/2021

01/01-

31/12/2020

01/01-

31/12/2021

01/01-

31/12/2020

Sales

126,718

548,208

347,907

290,401

6,817

6,581

Profit /(Loss) for the year attributable to owners

of the parent

(20,424)

(10,551)

(39,652)

(21,444)

(15,114)

Profit /(Loss) for the year attributable to non-

controlling interests

991

(2,740)

(10,298)

(1,722)

Profit/(Loss) for the year

(19,433)

(13,291)

(49,950)

(21,444)

(16,836)

Other comprehensive income for the year

(427)

4,753

(4,080)

Total comprehensive income for the year

attributable to owners of the parent

(20,792)

(6,778)

(42,891)

(21,444)

(15,114)

Total comprehensive income for the year

attributable to non-controlling interests

932

(1,760)

(11,139)

(1,722)

Total comprehensive income for the year

(19,860)

(8,538)

(54,030)

(21,444)

(16,836)

Dividends paid to non-controlling interests

(3,228)

(2,195)

Amounts in € '000

VIVARTIA GROUP

ATTICA GROUP

RKB

Statement of cash flows

01/01-

31/12/2021

01/01-

31/12/2020

01/01-

31/12/2021

01/01-

31/12/2020

01/01-

31/12/2021

01/01-

31/12/2020

Net cash flows from operating activities

(6,933)

37,945

19,317

6,382

2,403

361

Net cash flow from investing activities

(65,777)

(29,990)

(46,709)

(39,431)

13,048

(1,488)

Net cash flow from financing activities

27,368

(17,484)

44,289

8,300

(15,212)

200

Net (decrease) / increase in cash, cash

equivalents and restricted cash

(45,342)

(9,529)

16,897

(24,749)

239

(927)

Cash, cash equivalents and restricted cash at the

beginning of the year

45,342

54,904

80,533

105,330

2,557

3,418

Exchange differences in cash, cash equivalents

and restricted cash from continuing operations

(33)

(66)

(48)

(17)

Net cash, cash equivalents and restricted cash

at the end of the year

45,342

97,364

80,533

2,779

2,557

Note.: Consolidated amounts before adjustments from the wider Group.

The Group holds no investment in non-consolidated structured entities.

13 INVESTMENT IN ASSOCIATES

The Group has the following investments in related companies that due to significant influence, are

classified as associates and are consolidated based on the equity method in the consolidated Financial

Statements (the scope of operations and the Group’s participating interest in these investments are

presented in Note 2 to the financial statements).

Based on the contribution of the associates to the Group’s profit /(loss) before tax, the Group decided

that each of the associates individually is material and thus, it discloses in the table below its

aggregated participating interest in these associates:

THE GROUP

Amounts in € '000

31/12/2021

31/12/2020

Profit/(loss) from continuing operations

(1,410)

(1,208)

Post-tax profit/(loss) from discontinued operations

644

Total comprehensive income

(1,410)

(564)

Aggregate carrying amount of the Group's interests in these

associates

5,517

3,657

The changes in the associates in the Group’s Statement of Financial Position account are as follows:

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 118

THE GROUP

Amounts in € '000

31/12/2021

31/12/2020

Opening balance

3,657

23,962

Changes of share capital

3,270

Share in net profit/(loss) of companies consolidated by

the equity method

(1,410)

(1,208)

Share in net profit/(loss) of companies consolidated by

the equity method and other comprehensive income of

disposal groups held for sale

661

Transfer to disposal groups held for sale

(19,758)

Closing balance

5,517

3,657

14 OTHER FINANCIAL ASSETS AND OTHER FINANCIAL ASSETS AT FAIR VALUE

THROUGH PROFIT OR LOSS

The analysis of other financial assets and other financial assets at fair value through profit or loss of

the Group is as follows:

THE GROUP

Amounts in € '000

31/12/2021

31/12/2020

Long-term

financial assets

Sort-term

financial assets

Long-term

financial assets

Sort-term

financial assets

Financial assets measured at fair value through P&L

Shares listed in foreign stock exchanges

230

173

Total

230

173

Change in other financial assets and other financial assets at fair value through profit or loss of the

Group is analyzed as follows:

THE GROUP

Amounts in € '000

31/12/2021

31/12/2020

Long-term

financial assets

Sort-term

financial assets

Long-term

financial assets

Sort-term

financial assets

Opening balance

173

524

Disposals

(1)

Increase / (Decrease) from fair value adjustments through

P&L

(21)

(8)

Additions of disposal groups held for sale

186

Disposals of disposal groups held for sale

(284)

Impairment losses reversed in P&L of disposal groups

held for sale

284

Decrease from transfer to disposal groups held for sale

(516)

(33)

Closing balance

230

173

As at 31/12/2021 and 31/12/2020, the Company had no investments in other financial assets.

15 INVESTMENT PROPERTY

The Group's investment property items are determined under the fair value method of IAS 40, as

follows:

THE GROUP

Amounts in € '000

31/12/2021

31/12/2020

Opening net book value

245,393

260,042

Additions

1,965

1,477

Disposals

(14,415)

(13)

Impairment losses recognised in P&L

(21,137)

(16,113)

Closing net book value

211,806

245,393

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 119

On 31/12/2021, investments in real estate include investment property of the subsidiary RKB

amounting to € 211,806k on which there are collaterals to secure RKB borrowing (see note 45.2).

Following the Company’s Board of Directors decision as of 16/12/2021 and the Extraordinary General

Meeting of Shareholders held on 17/01/2022, it was decided that the Company should acquire

(indirectly, through 100% subsidiary company under the title MIG REAL ESTATE SERBIA) the

minority stake of 16.89% in the subsidiary RKB against a consideration consisting of 3 real estate

assets owned by RKB of total value € 20.5 m. Based on the above decisions , on 31/12/2021 the

Group decreased the value of its investment property items by € 20.5 m. The following transaction is

expected to be completed within the next months, since the settlement of typical procedures is

imminent.

Furthermore, in 2021, the Group reassessed the fair value of RKB's real estate portfolio, assigning

the appraisal task to an independent real estate appraiser. The revaluation of the fair value of the

aforementioned investment properties resulted to decrease of € 647k.

The total decrease in the value of the Group's investment property items, amounting to 21,137k is

included in the item “Other financial results” of the consolidated Income Statement for 2021.

In March 2021, the subsidiary RKB sold an investment property against the amount of € 15 m. From

the proceeds of the sale, an amount of € 12.8 m was used to reduce the company's bank borrowing.

In addition, the following amounts related to investment property have been recognized in profit or

loss:

THE GROUP

Amounts in € '000

01/01-

31/12/2021

01/01-

31/12/2020

Ιncome from leases from investment property

6,817

6,581

Operating expenses related to investment property from which the Group received

income from leasing

1,166

855

Operating expenses related to investment property from which the Group did not

received income from leasing

1,988

1,117

16 OTHER NON-CURRENT ASSETS

The other non-current assets of the Group and the Company are presented as follows:

THE GROUP

THE COMPANY

Amounts in € '000

31/12/2021

31/12/2020

31/12/2021

31/12/2020

Guarantees

1,311

1,421

Other long-term receivables

5,529

6,854

Loans to related companies

1,688

Long-term financial receivables from related parties

9,080

9,969

Other long-term receivables from related parties

250,236

251,836

Less:Impairment provisions

(135,228)

(95,699)

Net book value

15,920

19,932

115,031

157,848

As at 31/12/2021, the other long-term receivables of the Group include receivables from the associate

company AML amounting to € 4,217k (31/12/2020: € 5,572k).

At the same time, the long-term financial claims of the Group from related parties are related to the

sale and leaseback agreement of the Morocco Star vessel signed in 2020 between the ATTICA group

and its associate company AML, which was recognized in accordance with the requirements of IFRS

16 (see Note 4.10). The financial receivables and the minimum financial rents arising from the above

transaction as of 31/12/2021 are analyzed to sort-term financial receivables amounting to € 1,232k

(see note 20) and long-term financial receivables amounting to € 9,080k.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 120

THE GROUP

31/12/2021

31/12/2020

Amounts in € '000

Future

minimum lease

collections

Net present

value of

collections

Future

minimum lease

collections

Net present

value of

collections

Within 1 year (see note 20)

1,417

1,232

1,370

1,169

After 1 year but not more than 5 years

5,667

5,173

5,478

4,906

More than 5 years

3,985

3,907

5,222

5,063

Total of future minimum lease payments

11,069

10,312

12,070

11,138

Less: Interest income

(757)

(932)

Total of Present value of future minimum lease payments

10,312

11,138

The amount of € 251,836k that was raised in 2014 from MIG’s CBL was used in order to settle loan

liabilities of its subsidiary RKB to PIRAEUS BANK S.A., for which MIG’s company guarantee had

been provided. PIRAEUS BANK S.A. has agreed for the Company to substitute PIRAEUS BANK

S.A. regarding the loan liabilities which were settled in compliance with applicable legislation and

established practices. Within the first half of 2021, MIG received from the subsidiary RKB an amount

of € 1,600k against the above receivable.

Changes in provision for impairment regarding the Company for 2021 and 2020 are presented below

as follows:

THE COMPANY

Amounts in € '000

31/12/2021

31/12/2020

Balance at the beginning

(95,699)

(78,781)

Additional provisions

(39,529)

(16,918)

Closing balance

(135,228)

(95,699)

17 DEFERRED TAX ASSETS AND OBLIGATIONS

Deferred income tax occurs from temporary differences between the book value and the tax bases of

the assets and liabilities and is calculated based on the tax rate which is expected to be applicable in

the financial years when the temporary taxable and deductible differences are predicted to be reversed.

Deferred tax assets and liabilities are offset when an applicable legal right exists to offset current tax

assets against current tax liabilities and when the deferred taxes refer to the same tax authority. A

deferred tax asset is recognized in respect to tax losses carried forward to the extent that the

realization of a relevant tax benefit is possible through future taxable profits.

The offset amounts for the Group are the following:

THE GROUP

31/12/2021

31/12/2020

Amounts in € '000

Deferred Tax

Assets

Deferred Tax

Liabilities

Deferred Tax

Assets

Deferred Tax

Liabilities

Tangible assets

2,757

1,266

Intangible assets

6,033

6,582

Other assets

Other reserves

Retained earnings

Accrued pension and retirement obligations

Other long-term liabilities

1,277

148

1,392

148

Other current liabilities

Total

1,357

8,956

1,487

8,015

Off set deferred tax assets & liabilities

(1,178)

(1,285)

Deferred tax asset / (liability)

179

7,778

202

6,730

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 121

18 INVENTORIES

The Group’s inventories are analyzed as follows:

THE GROUP

Amounts in € '000

31/12/2021

31/12/2020

Merchandise

Raw materials and other consumables

1,382

1,313

Fuels and lubricant

5,672

4,100

Net book value

7,107

5,463

Inventories mainly arise from ATTICA group. For the above mentioned inventories there is no need

for impairment.

19 TRADE AND OTHER RECEIVABLES

Trade and other receivables of the Group are analyzed as follows:

THE GROUP

Amounts in € '000

31/12/2021

31/12/2020

Trade receivables

123,986

105,899

Intercompany accounts receivable

349

4,812

Checks receivable

11,709

8,486

Less:Impairment provisions

(43,255)

(42,693)

Net trade receivables

92,789

76,504

Advances to suppliers

3,040

5,824

Less:Impairment provisions

(1,269)

(1,204)

Total

94,560

81,124

Changes in provisions for bad trade receivables of the Group within the years ended as at 31/12/2021

and 31/12/2020 are as follows:

THE GROUP

Amounts in € '000

31/12/2021

31/12/2020

Opening balance

(43,897)

(132,440)

Additional provisions

(1,491)

(1,712)

Utilised provisions

865

5,038

Additional provisions of disposal groups held for sale

(1,112)

Utilised provisions of disposal groups held for sale

2,708

Exchange differences

(1)

Transfer from/to disposal groups held for sale

83,621

Closing balance

(44,524)

(43,897)

The Post-dated and non-impaired trade receivables are presented in Note 47.3.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 122

20 OTHER CURRENT ASSETS

The Group’s and Company’s other current assets are analyzed as follows:

THE GROUP

THE COMPANY

Amounts in € '000

31/12/2021

31/12/2020

31/12/2021

31/12/2020

Other debtors

7,247

7,544

Receivables from the state

1,273

1,517

147

Advances and loans to personnel

675

576

Accrued income

545

1,112

Prepaid expenses

11,885

11,568

Sort-term financial receivables from related parties (see note

16)

1,232

1,169

Other receivables

18,789

7,177

Total

41,646

29,551

1,231

259

Less:Impairment Provisions

(7,475)

(7,510)

Net receivables

34,171

22,041

1,231

259

The increase in “Other receivables” is mainly due to the increase in ATTICA group's restricted

deposits, provided as collaterals for bank loans received by its subsidiaries, as well as the increase in

receivables from insurers. In addition, the item “Prepaid expenses” mainly includes ATTICA group's

vessels dry-dock and maintenance expenses.

Changes in impairment provisions for the Group’s and the Company’s other current assets for the

years 2021 and 2020 are as follows:

THE GROUP

Amounts in € '000

31/12/2021

31/12/2020

Balance at the beginning

(7,510)

(15,920)

Additional provisions

(4)

(227)

Additional provisions of disposal groups held for sale

(70)

Utilised provisions

Utilised provisions of disposal groups held for sale

546

Reclassifications of disposal groups held for sale

(297)

Transfer to disposal groups held for sale

8,456

Closing balance

(7,475)

(7,510)

21 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

The Group’s and the Company’s cash, cash equivalents and restricted deposits are analyzed as

follows:

THE GROUP

THE COMPANY

Amounts in € '000

31/12/2021

31/12/2020

31/12/2021

31/12/2020

Cash in hand

1,404

1,381

Cash equivalent balance in bank

80,674

64,877

1,029

1,778

Time deposits

19,946

19,000

Blocked deposits

617

388

617

388

Total cash, cash equivalents and restricted cash

102,641

85,646

1,651

2,172

Cash, cash equivalents and restricted cash in €

94,547

83,049

1,651

2,171

Cash, cash equivalents and restricted cash in foreign currency

8,094

2,597

Total cash, cash equivalents and restricted cash

102,641

85,646

1,651

2,172

Bank deposits receive a floating interest rate which is based on the banks’ monthly deposit interest

rates. The interest income on sight and time deposits is accounted for on an accrued basis and is

included in “Financial Income” in the Income Statement.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 123

As at 31/12/2021, there are no restricted deposits of the Group or the Company regarding the

guarantees for credit facilities of the Group's subsidiaries.

22 SHARE CAPITAL AND SHARE PREMIUM

The Regular General Meeting of the MIG’s shareholders held on 09/06/2021 approved the Company’s

share capital decrease for amortization of equal loss of previous years amounting to one hundred

eighty seven million nine hundred two thousand one hundred forty nine hundred euro and sixty cents

(187,902,149.60) by decreasing the nominal value from thirty cents (€ 0.30) each to ten cents (€ 0.10)

each. Following this, as at 31/12/2021 the Company’s share capital amounts to ninety-three million

nine hundred fifty-one thousand seventy-four euro and eighty cents (€ 93,951,074.80) fully paid in

dividends of nine hundred thirty nine million five hundred ten thousand seven hundred forty eight

(939,510,748) registered shares of nominal value ten cents (€ 0.10) each. Every share of the Company

provides the right to one vote.

Amounts in € '000

Number of

Nominal

value

Value of

common

premium

Balance as of 01/01/2021

939,510,748

€ 0,30

281,853

100,000

Share capital decrease by writing off equal losses of

previous years

(187,902)

Balance as of 31/12/2021

939,510,748

€ 0,30

93,951

100,000

Balance as of 01/01/2020

939,510,748

€ 0,30

281,853

3,874,689

Share capital decrease by writing off equal losses of

previous years

(3,774,689)

Balance as of 31/12/2020

939,510,748

€ 0,30

281,853

100,000

23 OTHER RESERVES AND FAIR VALUE RESERVES

The Group’s other reserves are analyzed as follows:

THE GROUP

Amounts in € '000

Statutory

Reserve

Special

reserves

Other

reserves

Translation

reserves

Total

Opening Balance as of 01/01/2021

32,140

501

380

(98)

32,923

Exchange differences

Disposed subsidiary

(73)

Closing balance as of 31/12/2021

32,140

501

307

(48)

32,900

THE GROUP

Amounts in € '000

Statutory

Reserve

Special

reserves

Other

reserves

Translation

reserves

Total

Opening Balance as of 01/01/2020

32,140

501

381

(68)

32,954

Transfers between reserves and retained

earnings

(1)

Exchange differences

(30)

Closing balance as of 31/12/2020

32,140

501

380

(98)

32,923

The Company’s other reserves are analyzed as follows:

THE COMPANY

Amounts in € '000

Statutory

Reserve

Special

reserves

Other

reserves

Total

Opening Balance as of 01/01/2021

32,140

501

306

32,947

Current year movements

Closing balance as of 31/12/2021

32,140

501

306

32,947

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 124

THE COMPANY

Amounts in € '000

Statutory

Reserve

Special

reserves

Other

reserves

Total

Opening Balance as of 01/01/2020

32,140

501

307

32,948

Transfers between reserves and retained earnings

(1)

Closing balance as of 31/12/2020

32,140

501

306

32,947

The Group’s fair value reserves are analyzed as follows:

THE GROUP

31/12/2021

31/12/2020

Amounts in € '000

Cash flow hedge

Opening balance

(1,870)

1,416

Cash flow hedge

3,868

(3,286)

Closing balance

1,998

(1,870)

24 EMPLOYEE RETIREMENT BENEFITS OBLIGATIONS

In accordance with the labor legislation of the countries, in which the Group operates, employees are

entitled to compensation in case of dismissal or retirement. With regards to subsidiaries domiciled in

Greece (being the largest part of Group’s activities), the amount of compensation varies depending

on the employee’s salary, the years of service and the mode of stepping down (redundancy or

retirement). Employees who resigned or dismissed on justifiable reasons are not entitled to

compensation. In case of retirement, a lump sum compensation shall be paid pursuant to Law 2112/20.

The Group recognizes as a liability the present value of the legal commitment for the lump sum

compensation payment to personnel stepping down due to retirement. These are non-financed defined

benefit plans according to IAS 19 and the relevant liability was calculated on the basis of an actuarial

study.

The analysis of the liability for employee benefits due to retirement of the Group and the Company

is as follows:

THE GROUP

THE COMPANY

31/12/2021

31/12/2020

31/12/2021

31/12/2020

Amounts in € '000

Defined benefit

plans (Non

financed)

Defined benefit

plans (Non

financed)

Defined benefit

plans (Non

financed)

Defined benefit

plans (Non

financed)

Defined benefit obligation

1,308

1,243

102

Classified as :

Non-Current Liability

1,308

1,243

102

The amounts recognized in the Group’s and the Company’s Income Statement are as follows:

THE GROUP

THE COMPANY

31/12/2021

31/12/2020

31/12/2021

31/12/2020

Amounts in € '000

Defined benefit

plans (Non

financed)

Defined benefit

plans (Non

financed)

Defined benefit

plans (Non

financed)

Defined benefit

plans (Non

financed)

Current service costs

153

158

Past service costs

548

157

277

157

Net Interest on the defined obligation

Total expenses recognized in profit or loss

712

329

292

175

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 125

The amounts recognized in the Group’s and the Company’s Statement of Comprehensive Income are

as follows:

THE GROUP

THE COMPANY

31/12/2021

31/12/2020

31/12/2021

31/12/2020

Amounts in € '000

Defined benefit

plans (Non

financed)

Defined benefit

plans (Non

financed)

Defined benefit

plans (Non

financed)

Defined benefit

plans (Non

financed)

Actuarial gains /(losses) from changes in

financial assumptions

(17)

(20)

(1)

(2)

Actuarial losses (gains) from changes in

experience

Total income /(expenses) recognized in other

comprehensive income

The changes in the present value of the defined contribution plan liability of the Group and the

Company are as follows:

THE GROUP

THE COMPANY

31/12/2021

31/12/2020

31/12/2021

31/12/2020

Amounts in € '000

Defined benefit

plans (Non

financed)

Defined benefit

plans (Non

financed)

Defined benefit

plans (Non

financed)

Defined benefit

plans (Non

financed)

Defined benefit obligation 1st January

1,243

19,113

102

119

Current Service cost

154

158

Interest expense

Actuarial losses (gains) in liability

(6)

(59)

(33)

(1)

Benefits paid

(642)

(191)

(294)

(191)

Past service cost

548

157

277

157

Current service cost of disposal groups held for

sale

619

Interest expense of disposal groups held for sale

205

Actuarial losses / (gains) in liability of disposal

groups held for sale

401

Benefits paid of disposal groups held for sale

(5,000)

Past service cost of disposal groups held for

sale

3,774

Defined benefit obligation of disposal groups

held for sale

(17,948)

Defined benefit obligation 31st December

1,308

1,243

102

The main actuarial assumptions applied for the aforementioned accounting purposes are described

below:

THE GROUP

THE COMPANY

31/12/2021

31/12/2020

31/12/2021

31/12/2020

Discount rate

0.75%

0.90%

0.75%

0.90%

Expected rate of salary increases

1.80%

Inflation

1.80%

1.50%

1.80%

1.50%

The above assumptions were made by the Management in collaboration with an independent actuary,

who prepared the actuarial study.

The key actuarial assumptions used for determining the liabilities are the discount rate and the

expected change in wages. The following table summarizes the effects on the actuarial liability arising

from potential changes in the assumptions.

THE GROUP

THE COMPANY

31/12/2021

31/12/2020

31/12/2021

31/12/2020

Amounts in € '000

Discount rate

0,5%

-0,5%

0,5%

-0,5%

0,5%

-0,5%

0,5%

-0,5%

Increase (decrease) in the defined

liability

(149)

163

(408)

325

(2)

(3)

Expected rate of salary

increases

Expected rate of salary

increases

Expected rate of

salary increases

Expected rate of salary

increases

0,5%

-0,5%

0,5%

-0,5%

0,5%

-0,5%

0,5%

-0,5%

Increase (decrease) in the defined

liability

161

(149)

366

(325)

(1)

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 126

25 BORROWINGS

The Group’s and the Company’s borrowings on 31/12/20 21 are analysed as follows:

THE GROUP

THE COMPANY

Amounts in € '000

31/12/2021

31/12/2020

31/12/2021

31/12/2020

Long-term borrowings

Bank loans

101,122

121,482

Bonds

690,103

598,912

271,818

228,750

Convertible bonds

147,701

295,105

147,701

295,105

Other loan

2,575

1,651

Less: Long-term loans payable in the next 12

months

(180,528)

(617,333)

(903)

(523,855)

Total long-term borrowings

760,973

399,817

418,616

THE GROUP

THE COMPANY

Amounts in € '000

31/12/2021

31/12/2020

31/12/2021

31/12/2020

Short-term borrowings

Bank loans

11,500

25,000

Other loans

3,778

4,926

380

1,320

Plus: Long-term loans payable in the next 12

months

180,528

617,333

903

523,855

Total short-term borrowings

195,806

647,259

1,283

550,175

The total financial cost of long-term and short-term loan liabilities as well as finance leases for the

annual period 01/01-31/12/2021 (and the respective comparative period) is included in “Financial

expenses” of the consolidated and separate Income Statement.

The Group’s average borrowing interest rate for the annual period ending on 31/12/202 1 amounted

to 3.64% (31/12/2020: 3.94%).

As of 31/12/2021, the short-term liabilities of the Group, includes capital and interest liabilities (see

note 3.1) amounting to € 99,2 m of a Group's subsidiary, for which the restructuring process is in

progress at the approval date of the accompanying financial statements.

(a) Loans of the Company (MIG) 31/12/2021:

Restructuring of the Company’s bank borrowings

On 14/05/2021, the restructuring of the Company’s entire banking debt has been completed by signing

the relevant agreements. In the context of the implementation of the Restructuring Agreement, the

following has been agreed:

(a) Issuance of a new Common Bond Loan amounting initially to €281.4 m. The product arising from

the issuance of the new Common Bond Loan was used for the full repayment of the existing Common

Bond Loan and the reduction of the balance of the existing Convertible Bond Loan.

(b) Amendment of the terms of the existing Convertible Bond Loan whose balance currently stands

at €160 m.

In accordance with the provisions of IFRS 9 “Financial Instruments”, the Company assessed whether

the restructuring of its bank lending is related to a substantial or non-substantial modification of the

terms of the loans. In the context of this assessment, the Company took into account both qualitative

and quantitative criteria. The relevant assessment indicated that the restructuring of the Company's

bank lending constitutes a non-substantial modification in the terms of the loans, on one hand, because

the lender and the collateral have not changed and, on the other hand, because the percentage

difference between the present value of the old and the present value of modified cash flows

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 127

(discounted at the initial effective interest rate) does not exceed the threshold of 10% as provided in

IFRS 9. Therefore, the Company recorded the restructuring of its bank lending, applying the

Modification Accounting, as follows:

i. The book value of the loan liabilities was adjusted to reflect the net present value of the

modified cash flows discounted at the initial effective interest rate of 4.1%, standing at €

408.9 m on 14/05/2021.

ii. The difference between the old (pre-restructuring) book value of loan liabilities (€ 441.8 m)

and the new book value of loan liabilities (€ 408.9 m) was recognized on 14/05/2021, in the

income statement. In particular, the accounting profit from restructuring loan liabilities

amounting to € 32.9 m was recognized in the item “Other financial results”.

The financial expenses arising from the new loan liabilities are calculated based on the initial effective

interest rate of 4.1%, in accordance with the provisions of IFRS 9, against the contractual interest

rate, and therefore the results of the Company have been burdened in 2021 with additional interest of

€ 6.5 m.

Common Bond Loan initially amounting to € 281,4 m

On 13/05/2021 MIG proceeded with signing a Common Bond Loan Program amounting up to € 305

m in four tranches, to be covered by PIRAEUS BANK SA. The issue of Tranche A amounting to €

281.4 m was completed on 14/05/2021 and the proceeds of the issue were used to refinance the

existing loan obligations of the Company. The coverage of Tranche B bonds (up to € 5 m in order to

finance part of the interest payment of the issued Tranche A), Tranche C bonds (up to € 5 m in order

to finance the Company's working capital needs) and Tranche PIK bonds (up to € 13 m for the purpose

of repaying capitalized interest) will be made under the terms and conditions described in the Issuance

Program. The loan is projected to be repaid through a lump sum payment three (3) years from the

date of the first issue, with the possibility of extension by 1 year at the discretion of PIRAEUS BANK

SA. The contractual interest rate of the new CBL amounts to EURIBOR 12 months plus 2% per annum

for all the Tranches except Tranche C with the potential capitalization of up to 75% of the accrued

interest of every Tranche (i.e. 1.50% of the applicable interest rate) and payment of 25% of Tranche

A through issuing bonds of Tranche B. The margin of Tranche C amounts to 1% per year.

The book value of the loan as at 31/12/2021 amounts to € 271.8 m (nominal value € 281.4 m plus

accrued interest € 3.6 m until 31/12/2021).

Convertible bond loans of € 160 m

Pursuant to the Restructuring Agreement, on 13/05/2021 the amendment of the CBL Program was

signed, according to which the repayment date of the CBL was postponed until 15/05/2024 (versus

31/07/2021), with the potential extension by 1 year at the discretion of PIRAEUS BANK SA. At the

same time, the contractual interest rate reduced and stood at EURIBOR 12 months plus a margin of

0.50% with the potential of annual capitalization of a part or all the due interest (compared to a margin

of 4% with the potential of annual capitalization of up to 50% of the due interest, effective until

31/03/2021), while the obligation to comply with the specific financial covenants was lifted.

Within the first half of 2021, the partial repayment of the existing CBL was performed (balance as at

31/12/2020: € 295.1 m) from the consideration received following disposal of VIVARTIA (€ 5.1 m)

and from the issuance product of the new CBL initially amounting to € 281.4 m (€ 130 m). Following

the above, on 31/12/2021 the book value of the loan amounts to € 147.7 m (nominal value € 160 m

plus accrued interest € 0.5 m until 31/12/2021).

In order to secure Common Bond Loan and Convertible Bond Loan, first and second class pledge has

been established, respectively, on all the shares of ATTICA owned (directly and indirectly) by the

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 128

Company. The voting rights of the above shares remain with the Company, while the pledge extends

to the benefits of these securities, which can be potentially transferred to the Company after the

approval of the lending bank.

Common bond loan of € 115 m

Within the first half of 2021, the CBL was fully repaid (balance as at 31/12/2020: € 86.3 m) from the

consideration received following the disposal of SINGULARLOGIC and VIVARTIA (total amount €

77.4 m) as well as from the product of the issuance of the new CBL.

Common bond loan of € 150 m

Within the first half of 2021, on 14/05/2021, the CBL was fully repaid (balance on 31/12/2020: €

142.5 m) from the product of the issuance of the new CBL.

Short-term loan of € 25 m

Within the first half of 2021, on 30/03/2021, the short-term loan of the Company was fully repaid

(balance as at 31/12/2020: € 25 m) from the consideration received following the disposal of

VIVARTIA.

(b) Loans of ATTICA group

In 2021, ATTICA group raised new loans amounting to € 109.9 m and repaid loan obligations

amounting to € 63.9 m. On 31/12/2021 ATTICA group loans amount to € 475.9 m, of which € 133.5

m concerns short-term loan liabilities.

Short-term loan liabilities include ATTICA group subsidiary’s bond loans of € 97.5 m, contractually

maturing in October 2022. ATTICA group's management is negotiating successful loan restructuring

with the creditor banks.

On 31/12/2021, RKB’s bank loans stood at € 61.4 m and pertained to short-term loan liabilities, while

the Group’s other current liabilities also include accrued interest amounting to € 37.8 m.

The above loan was issued in 24/06/2008 and its terms make provisions for termination events

including, amongst others, overdue payments, financial covenants and noncompliance with the

general and financial assurances which have been granted. Also, to ensure the above loan, RKB real

estate properties were pledged.

Within 2021, RKB repaid capital amounting to € 13.6 m, primarily using the proceeds from the sale

of its investment property (see note 15).

On 15/12/2021, approval for the RKB’s loan restructuring (principal and interest) was received from

the borrowing Bank, with the following key terms:

• Write-off of default interest amounting to € 5 m.

• Extension of the loan term by 3 years (May 2025)

• Repayment of the restructured loan liability at maturity

• Reduction of the margin (average three years margin ~ 2.1 % plus special contribution 0.6%

of law 128)

• Reduction of the interest rate margin for the period 01/10/2021 to 30/04/2022 retrospectively

from 3.25% to 0.40% (plus special contribution 0.6% of law 128)

The above basic conditions are expected to be finalized with their incorporation in the final

contractual documents which will be signed upon the completion of the loan restructuring.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 129

In terms of the restructuring process of RKB’s loan, it is planned the acquisition of 100% of RKB’s

shares by MIG REAL ESTATE SERBIA hereinafter “the Transaction” which will take place by

30/06/2022. The Transaction was approved by the Board of Directors of MIG on 16/12/2021, and by

MIG’s General Assembly of Shareholders on 17/01/2022, while it has also approved by the minority

shareholder of RKB. The following transaction is expected to be completed within the next months,

since the settlement of typical procedures is imminent. According to the basic terms of RKB’s loan

restructuring arrangement, in case the Transaction is not be finalized as above, the terms of the loan

will return in their previous condition before the restructuring.

Group’s Management and the borrowing bank are currently processing the loan agreement relating to

the restructuring of RKB’s loan liabilities (including interest). The restructuring of RKB’s loan

liabilities is expected to be completed within the following months. In light of this, the borrowing

bank has provided in writing its intention not to demand the settlement of the existing principal of

loan or interest liability until the completion of the restructuring.

25.1 Table of loan liabilities future repayments

Regarding the long-term and short-term loans, the table below presents future repayments for the

Group and the Company on 31/12/2021 and 31/12/2020.

THE GROUP

THE COMPANY

Amounts in € '000

31/12/2021

31/12/2020

31/12/2021

31/12/2020

Within 1 year

195,806

647,259

1,283

550,175

After 1 year but not more than 2 years

206,703

111,410

After 2 years but not more than 3 years

529,541

97,920

444,605

After 3 years but not more than 4 years

19,690

177,553

After 4 years but not more than 5 years

31,028

12,934

982,768

1,047,076

445,888

550,175

25.2 Lease liabilities

Future minimum lease payments in relation to the present value of the net minimum payments for the

Group and the Company as at 31/12/2021 and 31/12/2020 are analyzed as follows:

THE GROUP

THE COMPANY

31/12/2021

31/12/2020

31/12/2021

31/12/2020

Amounts in € '000

Future

minimum

lease

payments

Net

present

value

Future

minimum

lease

payments

Net

present

value

Future

minimum

lease

payments

Net

present

value

Future

minimum

lease

payments

Net

present

value

Within 1year

2,133

1,877

2,161

1,826

156

137

202

175

After 1year but not more than

5 years

4,469

4,135

6,313

5,752

349

330

498

462

More than 5 years

220

213

438

408

Total of future minimum

lease payments

6,822

6,225

8,912

7,986

505

467

700

637

Less: Interest expenses

(597)

(926)

(38)

(63)

Total of present value of

future minimum lease

payments

6,225

7,986

467

637

The total financial cost of the long-term and short-term loan liabilities as well as the finance lease

obligations for the financial year ended on 31/12/2021 is included in the account “Financial expenses”

of the consolidated and separate Income Statement (see Note 38).

The Group has chosen not to recognize lease liabilities for short-term leases (leases with a maturity

less than 12 months) or for low-value leases. Lease payments for these leases are recognized as an

expense in the Income Statement using the fixed method. In addition, specific variable leases are not

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 130

included in the initial recognition of lease liabilities and are recognized as an expense in the Income

Statement, as they occur. Variable leases include, inter alia, leases determined on the basis of sales

from the use of the identified asset.

The expense related to the payment of leases that is not included in the measurement of lease liabilities

which was recognized in the Income Statement for the annual period 01/01-31/12/2021 amounted to

€ 153k (01/01-31/12/2020: € 185k) and € 50k (01/01-31/12/2020: € 61k) for the Group and Company,

respectively.

On 31/12/2021, the total commitments of the Group and the Company for short-term leases amounted

to € 9k and € 9k, respectively.

The total cash outflows for leases for the fiscal year 2021 amounted for the Group to € 1,912k (01/01-

31/12/2020: € 11,118k of which € 9,042k pertained to discontinued operations), while for the

Company amounted to € 223k for the fiscal year 2021 (01/01-31/12/2020: € 133k).

26 CHANGES IN LIABILITIES FROM FINANCING ACTIVITIES

Changes in liabilities arising from financing activities of the Group and the Company for FY ended

as at 31/12/2021 and 31/12/2020 are presented below as follows:

THE GROUP

Amounts in €'000

Long-term

borrowings

Short-term

debt

Lease

liabilities

Total

01/01/2021

399,817

647,259

7,986

1,055,062

Cash flows:

Repayments

(37,478)

(428,903)

(1,912)

(468,293)

Proceeds

359,084

32,187

391,271

Non cash changes:

Acquisitions through business combinations

/Disposals from Sale of subsidiaries

676

4,612

5,288

Increases/Decreases

100

Fair value changes

1,390

(286)

1,104

Reclassifications

60,252

(60,252)

Other changes

(22,768)

903

337

(21,528)

31/12/2021

760,973

195,806

6,225

963,004

THE GROUP

Amounts in €'000

Long-term

borrowings

Short-term

debt

Lease

liabilities

Total

01/01/2020

1,076,762

401,945

68,361

1,547,068

Cash flows:

Repayments

(10,565)

(2,076)

(12,641)

Repayments of disposal groups held for sale

(929)

(4,894)

(9,042)

(14,865)

Proceeds

21,750

9,815

31,565

Proceeds of disposal groups held for sale

177

217

Non cash changes:

Increases/Decreases

393

Increases/Decreases of disposal groups held for sale

5,842

Transfer to disposal groups classified as held for sale

(336,381)

(104,993)

(56,437)

(497,811)

Fair value changes

Reclassifications

(301,781)

301,781

Reclassifications of disposal groups held for sale

(35,407)

35,407

Other changes

355

Other changes of disposal groups held for sale

(24,251)

18,586

590

(5,075)

31/12/2020

399,817

647,259

7,986

1,055,062

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 131

THE COMPANY

Amounts in €'000

Long-term

borrowings

Short-term

debt

Lease

liabilities

Total

01/01/2021

550,175

637

550,812

Cash flows:

Repayments

(388,895)

(223)

(389,118)

Proceeds

281,384

380

281,764

Non cash changes:

Increases/Decreases

Reclassifications

160,000

(160,000)

Other changes

(22,768)

(377)

(23,118)

31/12/2021

418,616

1,283

467

420,366

THE COMPANY

Amounts in €'000

Long-term

borrowings

Short-term

debt

Lease

liabilities

Total

01/01/2020

295,105

255,070

720

550,895

Cash flows:

Repayments

(944)

(133)

(1,077)

Proceeds

944

Non cash changes:

Increases/Decreases

Reclassifications

(295,105)

295,105

Other changes of disposal groups held for sale

31/12/2020

550,175

637

550,812

27 FINANCIAL DERIVATIVES

On 31/12/2021 financial derivatives amounted to receivables of € 4,714k (31/12/2020: receivables €

972k and liabilities € 3,291k). These derivatives relate to hedging transactions against changes in fuel

price, are carried out by ATTICA group. These items are recorded at fair value.

The Group's policy with respect to hedging the risk of cash flows from the change in marine fuel price

is to cover up to 80% of the projected fuel needs in use through hedging instruments. In 2021, the

Group 's hedging contracts were within the limits of the aforementioned policy.

There is a direct economic relationship between the hedged item and the hedging instrument as the

terms of the hedging contracts are linked to the projected future marine fuel markets. ATTICA group

has set a ratio of 1:1 as a hedge ratio for the relationship between the hedging instrument (contracts)

and hedged item (fuel oil).

Ineffectiveness in hedging may result from (a) differences that may arise in the time difference

between the cash flows of the hedging instrument and the hedged item, and (b) contingent change in

the hedging ratio of the hedging relationship resulting from the amount of the hedged item, which

ATTICA group actually hedges, and the amount of hedging instrument that the ATTICA group

actually uses to offset this amount of the hedging item and c) contingent decrease in consumption due

to route reductions.

In 2021 no case of inefficiency occurred related to hedging contracts.

The effect of hedging instruments on the Statement of Comprehensive Income as at 31/12/2021 relates

to a change in fair value recognized in other comprehensive income amounting to € 3,329k and

reclassification from other comprehensive income amounting to € 1,452k. The amounts included in

the Income Statement are included in other financial results. There were no cases of hedging future

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 132

purchases that were not actually realized. As at 31/12/2020, ATTICA group maintained open positions

in cash flow hedging agreements of a nominal amount € 34,089k, which were finalized during the

year and their result stood at a profit of € 12,378k. Moreover, in 2021, ATTICA group proceeded

with opening new positions in cash flows hedging agreements, a part of which was finalized during

the year and their result stood at a loss amounting to € 616k. On 31/12/2021, ATTICA group has open

positions in cash flow hedging contract of nominal value € 31,029k.

Amounts in € '000

Maturity

31/12/2021

1 - 6 months

6 - 12

months

>1 year

Total

Open fuel compensation contracts

Metric tonnes (in thousand)

30.1

36.2

66.3

Nominal amount (amounts in € thousand

14,137

16,892

31,029

31/12/2020

1 - 6 months

6 - 12

months

>1 year

Total

Open fuel compensation contracts

Metric tonnes (in thousand)

45.80

58.1

103.9

Nominal amount (amounts in € thousand

12,588

21,501

34,089

28 PROVISIONS

The table below provides an analysis of the changes in the Provisions account of the Group:

THE GROUP

31/12/2021

31/12/2020

Amounts in € '000

Other

provisions

Provision of

affairs sub

judice

Total

Other

provisions

Provision

of affairs

sub judice

Total

Opening Balance

477

1,141

1,618

2,573

1,469

4,042

Additional provisions

300

Utilised provisions

(1,521)

Additional provisions of disposal groups held

for sale

400

434

Reversal of provisions of disposal groups held

for sale

(200)

Transfer to disposal groups held for sale

(409)

(728)

(1,137)

Closing balance

477

1,441

1,918

477

1,141

1,618

Non-Current Provisions

477

1,441

1,918

477

1,141

1,618

477

1,441

1,918

477

1,141

1,618

Apart from the analysis based on the nature of the commitment, the table above also presents the

analysis based on the expected timing of the outflow of economic resources (presenting the distinction

between current and non – current provisions). More specifically, with regards to non-current

provisions, it is noted that they are not presented at discounted amounts, since there is no exact

estimate in respect to the timing of their payment.

Provisions for court litigations:

Provisions for court litigations regarding the Group amounting, as at 31/12/2021, to € 1,441k, mainly

pertain to provisions made by ATTICA group, mostly regarding the compensation to sailors,

previously employed on the group’s vessels.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 133

Other provisions:

Other provisions of the Group amount to € 477k on 31/12/2021. This category refers to various

provisions in respect to risks in ATTICA group’s companies, none of which is unilaterally significant

compared to the financial size of the consolidated Financial Statements.

29 OTHER LONG-TERM LIABILITIES

“Other long-term liabilities” includes tax and insurance liabilities of ATTICA group which arose

during the pandemic period and have been adjusted according to the current framework.

30 SUPPLIERS AND OTHER LIABILITIES

The Group’s trade payables are analyzed as follows:

THE GROUP

Amounts in € '000

31/12/2021

31/12/2020

Suppliers

34,039

37,518

Checks Payable

Customers' Advances

3,916

2,894

Other Liabilities

2,056

2,376

Total

40,029

42,791

There is no analysis of the Company’s trade payables since the Company is a holding company.

31 TAX PAYABLE

The Group’s current tax liabilities refer to current liabilities from income tax:

THE GROUP

Amounts in € '000

31/12/2021

31/12/2020

Tax expense for the year

258

223

Total

258

223

32 OTHER SHORT-TERM LIABILITIES

The Group’s and the Company’s other short-term liabilities are analyzed as follows:

THE GROUP

THE COMPANY

Amounts in € '000

31/12/2021

31/12/2020

31/12/2021

31/12/2020

Deferred income-Grants

9,010

8,522

Social security insurance

4,046

6,930

Other Tax liabilities

23,483

26,982

215

Dividends payable

3,140

916

Salaries and wages payable

2,430

2,224

Accrued expenses

4,867

4,619

778

2,548

Others Liabilities

4,512

6,896

3,601

6,886

Accrued Interest expenses

38,017

84,317

49,683

Total

89,505

141,406

4,497

59,411

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 134

The account “Accrued interest expenses” includes an interest from a subsidiary of the Group

amounting to approximately € 37.8 m which, as at 31/12/2021 has not been paid as part of the ongoing

process of the loan restructuring with the creditor bank (see note 25).

33 SALES

The Group’s sales are analyzed as follows:

THE GROUP

Amounts in € '000

01/01-31/12/2021

01/01-31/12/2020

Marine transports

347,907

290,401

Income from services provided

11,934

12,749

Total from continuing operations

359,841

303,150

Total from discontinued operations

123,030

558,395

Total

482,871

861,545

Allocation of revenue from sales by the Group’s operating segments is presented in Note 8. Revenues

from “Marine transports” include grants for the execution of domestic Public Service routes

amounting to € 38,312k for the year 01/01-31/12/2021 (01/01-31/12/2020: € 46,339k).

34 COST OF SALES – ADMINISTRATIVE – DISTRIBUTION EXPENSES

The cost of sales, administrative and distribution expenses of the Group are analyzed as follows:

THE GROUP

01/01-31/12/2021

01/01-31/12/2020

Amounts in € '000

Cost of

sales

Administrative

expenses

Distribution

expenses

Total

Cost of

sales

Administrative

expenses

Distribution

expenses

Total

Wages, retirement and other

employee benefits

65,849

25,016

90,865

59,985

23,530

83,515

Inventory cost

588

467

Tangible assets depreciation

47,539

875

48,414

45,062

900

45,962

Intangible assets depreciation

1,130

1,012

Right-of-use assets depreciations

2,090

655

2,745

2,168

650

2,818

Third party expenses

1,102

4,253

5,355

933

4,377

5,310

Third party benefits

668

356

1,024

585

299

884

Leases

153

185

Taxes & Duties

311

241

Fuels - Lubricants

138,119

138,141

96,009

96,026

Provisions

300

1,430

1,730

1,921

Insurance

7,876

822

8,698

7,569

930

8,499

Repairs and maintenance

32,476

2,090

34,566

33,823

1,735

35,558

Other advertising and promotion

expenses

5,377

2,630

8,031

6,280

2,862

9,157

Sales commission

19,171

13,575

Port expenses

12,493

11,192

Other expenses

174

1,447

1,621

204

1,368

1,572

Transportation expenses

145

136

Consumables

4,889

4,980

4,557

102

4,659

Total costs from continuing

operations

319,540

37,390

23,231

380,161

268,834

35,497

18,358

322,689

Total costs from discontinued

operations

88,416

8,918

28,480

125,814

388,353

42,826

130,873

562,052

Total

407,956

46,308

51,711

505,975

657,187

78,323

149,231

884,741

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 135

In 2021, administrative expenses of the Group include the fees of the statutory auditor or the auditing

firm amounting to € 40k that pertain to officially permitted non-assurance services.

The Company’s operating expenses are analyzed as follows:

THE COMPANY

01/01-31/12/2021

01/01-31/12/2020

Amounts in € '000

Fees and

other

expenses

to third

parties

Wages,

salaries

and social

security

costs

Other

operating

expenses

Total

Fees and

other

expenses

to third

parties

Wages,

salaries

and social

security

costs

Other

operating

expenses

Total

Wages, retirement and other employee benefits

2,657

3,172

Third party expenses

865

542

1,407

1,488

537

2,025

Third party benefits

Leases

Taxes & Duties

Insurance

639

703

Repairs and maintenance

237

265

Other advertising and promotion expenses

155

Other expenses

193

211

201

Total

1,038

2,657

1,700

5,395

1,586

3,172

1,816

6,574

The amounts recognized in the Income Statement of the Group and the Company due to the defined

pension benefit plans stand at € 635k and € 489k, respectively (01/01-31/12/2020: € 573k and € 435k

respectively). The amounts are included in the item “Fees, retirement and other employee benefits”

presented in the above table.

35 OTHER OPERATING INCOME

The Group’s and the Company’s other operating income is analyzed as follows:

THE GROUP

Amounts in € '000

01/01-31/12/2021

01/01-31/12/2020

Income from subsidies

3,326

3,492

Compensations

1,388

550

Income from reversal of unrealized provisions

1,264

777

Income from services provided

113

114

Other income

2,215

2,320

Profit on sale of investment property, property, plant and equipment and intangible

assets

Other operating income from continuing operations

8,338

7,257

Other operating income from discontinued operations

3,887

19,969

Total other operating income

12,225

27,226

“Income from subsidies” mainly include grants of ATTICA group in the framework of the measures

of support of the Greek State for the companies affected by the Covid-19 pandemic.

THE COMPANY

Amounts in € '000

01/01-31/12/2021

01/01-31/12/2020

Other income

Profit on sale of property, plant and equipment

Income from reversal of unrealized provisions

Total other operating income

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 136

36 OTHER OPERATING EXPENSES

The other operating expenses for the Group are presented as follows:

THE GROUP

Amounts in € '000

01/01-31/12/2021

01/01-31/12/2020

Real estate tax and other taxes

971

1,303

Provisions

Other expenses

Other operating expenses from continuing operations

1,055

1,326

Other operating expenses from discontinued operations

796

Total other operating expenses

1,059

2,122

37 OTHER FINANCIAL RESULTS

The Group’s and the Company’s other financial results are analyzed as follows:

THE GROUP

Amounts in € '000

01/01-31/12/2021

01/01-31/12/2020

Profit / (loss) from financial instruments measured at fair value through profit/loss

(21)

Profit from acquisition of subsidiary

1,790

Impairment losses of assets

(21,137)

(16,648)

Profits from reversal of impairment of assets

558

Results from derivatives

12,994

(24,582)

Foreign exchange profit/(loss)

(155)

143

Profit/(Loss) on sale of investment property, property, plant and equipment and

intangible assets

169

Other financial results

32,147

(135)

Other financial results income from continuing operations

25,872

(40,685)

Other financial results income from discontinued operations

5,138

(57,979)

Total of other financial results

31,010

(98,664)

THE COMPANY

Amounts in € '000

01/01-31/12/2021

01/01-31/12/2020

Income from dividends

1,412

Impairment losses of investments and other assets

(39,604)

(266,894)

Profits from reversal of impairment

1,280

Total income/(expenses) from investments in subsidiaries & other financial

assets

(36,912)

(266,894)

Foreign exchange profit/(loss)

(1)

Total income/(expenses) from financial assets at fair value through profit or loss

(1)

Οther financial results

32,955

The Company’s “Income from dividends” amounting to € 1,412k arises from its direct participation

in ATTICA (amounting to € 1,112k) and from its 100% subsidiary MIG MEDIA (amounting to €

300k).

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 137

The “Other financial results” of the Company and the Group include the profit from

modification/restructuring of Company's borrowing according to IFRS 9, amounting to € 32,955k (see

note 25).

The impairment recognized in the consolidated and separate financial statements for the years 2021

and 2020, is further analyzed as follows:

THE GROUP

THE COMPANY

Amounts in € '000

01/01-31/12/2021

01/01-31/12/2020

01/01-31/12/2021

01/01-31/12/2020

Impairment loss of:

Tangible assets

535

Property investments

21,137

16,113

Investments in subsidiaries

249,976

Other assets

39,529

16,918

Impairment loss from continuing operations

21,137

16,648

39,604

266,894

Impairment loss from discontinued operations

11,200

Total impairment losses

21,137

27,848

39,604

266,894

38 FINANCIAL EXPENSES

The Group’s and the Company’s financial expenses are analyzed as follows:

THE GROUP

THE COMPANY

Amounts in € '000

01/01-

31/12/2021

01/01-

31/12/2020

01/01-

31/12/2021

01/01-

31/12/2020

Interest expenses from long-term loans

4,021

3,617

Interest expenses from short-term loans

296

1,169

284

1,169

Interest expenses from bonds

31,266

35,370

17,202

22,687

Interest expense of rights of use

335

391

Charge from retirement employee benefits

Commission for guaranties

Other interest related expenses

1,693

1,889

423

199

Financial expenses from continuing operations

37,720

42,535

17,937

24,092

Financial expenses from discontinued operations

5,251

23,234

Total financial expenses

42,971

65,769

17,937

24,092

39 FINANCIAL INCOME

The Group’s and the Company’s financial income is analyzed as follows:

THE GROUP

THE COMPANY

Amounts in € '000

01/01-

31/12/2021

01/01-

31/12/2020

01/01-

31/12/2021

01/01-

31/12/2020

Bank interest

113

245

Interest from customers

Interest from grants loans

331

Other interest related incomes

206

Financial income from continuing operations

345

611

331

Financial income from discontinued operations

Total financial income

345

611

331

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 138

40 PROFIT /(LOSS) FROM ASSOCIATES CONSOLIDATED UNDER THE EQUITY

METHOD

The following table presents the Group’s profit and loss from associates consolidated under the equity

method:

THE GROUP

Amounts in € '000

01/01-31/12/2021

01/01-31/12/2020

Losses from associates

(1,410)

(1,208)

Total from continuing operations

(1,410)

(1,208)

Gains/(losses) from associates - Discontinued operations

644

Total

(1,410)

(564)

41 INCOME TAX

Income tax (from both - continuing and discontinued operations) presented in the Financial

Statements is analyzed for both the Company and the Group as follows:

THE GROUP

Amounts in € '000

01/01-31/12/2021

01/01-31/12/2020

Current income tax

127

Deferred income tax

(526)

(1)

Other taxes

152

169

Total income tax from continuing

operations

(306)

295

Income tax from discontinued

operations

954

2,789

Total income tax

648

3,084

Reconciliation of the income tax amount - as defined by applying the Greek tax rate to the income

before tax - is summarized as follows:

THE GROUP

THE COMPANY

Amounts in € '000

01/01-31/12/2021

01/01-31/12/2020

01/01-31/12/2021

01/01-31/12/2020

Losses before income tax from

continuing operations

(25,950)

(97,425)

(27,531)

(297,554)

Nominal Tax rate

22%

24%

22%

24%

Presumed tax on income

(5,709)

(23,382)

(6,057)

(71,413)

Tax adjustments in respect of:

Non-taxable income

(496)

Losses of the year for which was not

recognized deferred tax asset

3,536

20,634

5,674

69,628

Non-tax deductible expenses

750

1,846

692

1,785

Effect on opening deferred income tax

of reduction in income tax rates

(534)

Effect from differences in tax rates of

foreign subsidiaries

1,497

1,524

Other

154

169

(309)

Total tax from continuing operations

(306)

295

The Group and the Company have a contingent liability for additional penalties and taxes from the

tax non-audited years for which sufficient provisions have been made (see Note 45.5). The tax non-

audited years of the Company and consolidated companies of the Group, are presented in Note 2.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 139

According to Law 4799/2021, the tax rate applied to Greek companies decreased to 22% (from 24%

that was valid until the year 2020) for the year 2021. Due to recalculation of deferred tax receivables

and liabilities, a deferred tax income of € 534k was recorded for the Group arising from respective

tax rate decrease, which was recorded in the Income Statement.

Information on deferred tax is presented in Note 17.

42 EARNINGS PER SHARE

Basic earnings per share for the period 01/01-31/12/2021 and for the respective comparable period

for continuing and discontinued operations were calculated as follows:

THE GROUP

THE COMPANY

(a) Basic earnings/(loss) per share (amounts in € '000)

01/01-31/12/2021

01/01-31/12/2020

01/01-31/12/2021

01/01-31/12/2020

Profit/(Loss)

Profit/(loss) attributable to owners of the parent company

from continuing operations

(22,904)

(85,700)

(27,531)

(297,554)

Profit/(loss) attributable to owners of the parent company

from discontinued operations

(68,790)

Profit/(loss) attributable to owners of the parent

company for the purposes of basic earnings per share

(22,904)

(154,490)

(27,531)

(297,554)

Number of shares

Weight average number of shares for the basic

earnings/(loss) per share

939,510,748

Basic earnings/(loss) per share (€ per share) from

continuing operations

(0.0244)

(0.0912)

(0.0293)

(0.3167)

Basic earnings/(loss) per share (€ per share) from

discontinued operations

(0.0732)

Basic earnings/(loss) per share (€ per share)

(0.0244)

(0.1644)

(0.0293)

(0.3167)

As at 31/12/2021, the Convertible Securities of the CBL of the Company are a class of potential share

securities which could reduce earnings per share. It is considered that the convertible securities have

been converted to common shares and the net profit or loss is adjusted in order to eliminate interest

expenses.

Diluted earnings per share for the period 01/01-31/12/2021 and the respective comparable period

regarding continuing and discontinued operations were calculated as follows:

THE GROUP

THE COMPANY

(b) Diluted earnings/(loss) per share (amounts in € '000)

01/01-31/12/2021

01/01-31/12/2020

01/01-31/12/2021

01/01-31/12/2020

Profit/(Loss)

Profit/(loss) attributable to owners of the parent company

from continuing operations

(22,904)

(85,700)

(27,531)

(297,554)

Profit/(loss) attributable to owners of the parent company

from discontinued operations

(68,790)

Profit/(loss) attributable to owners of the parent

company for the purposes of diluted earnings per share

(22,904)

(154,490)

(27,531)

(297,554)

Interest expense of convertible bonds

6,460

10,583

6,460

10,583

Number of shares

Weight average number of shares for the basic

earnings/(loss) per share

939,510,748

Effect of dilution

Plus: Increase in number of shares from due to probable

exercise of convertible bonds

2,325,441,907

3,278,941,047

2,325,441,907

3,278,941,047

Weight average number of shares for the diluted

earnings/(loss) per share

3,264,952,655

4,218,451,795

3,264,952,655

4,218,451,795

Diluted earnings/(loss) per share (€ per share) from

continuing operations

(0.0050)

(0.0178)

(0.0065)

(0.0680)

Diluted earnings/(loss) per share (€ per share) from

discontinued operations

(0.0163)

Diluted earnings/(loss) per share (€ per share)

(0.0050)

(0.0341)

(0.0065)

(0.0680)

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 140

43 ANALYSIS OF TAX EFFECTS ON OTHER COMPREHENSIVE INCOME

The tax effect of other comprehensive income on the Group and the Company is analyzed as follows:

THE GROUP

31/12/2021

31/12/2020

Amounts in €'000

Before

tax

amount

Tax

(expense)

/benefit

Net of

tax

amount

Before

tax

amount

Tax

(expense)

/benefit

Net of tax

amount

Exchange differences on translating foreign

operations

(33)

Exchange gain/(loss) on disposal of foreign

operations recognised in profit or loss

Cash flow hedging

4,853

(4,139)

Remeasurements of defined benefit pension plans

(325)

(229)

Other comprehensive income/(expenses)

4,909

(4,497)

(4,401)

THE COMPANY

31/12/2021

31/12/2020

Amounts in €'000

Before

tax

amount

Tax

(expense)

/benefit

Net of

tax

amount

Before

tax

amount

Tax

(expense)

/benefit

Net of tax

amount

Remeasurements of defined benefit pension plans

Other comprehensive income/(expenses)

44 RELATED PARTIES TRANSACTIONS

44.1 Company’s transactions with subsidiaries

a) Asset accounts

THE COMPANY

Amounts in € '000

31/12/2021

31/12/2020

Other long-term receivables

250,236

251,836

Discontinued operations

1,719

Total

250,236

253,555

b) Liability accounts

THE COMPANY

Amounts in € '000

31/12/2021

31/12/2020

Other liabilities

Borrowings and other liabilities

1,320

Discontinued operations

Total

1,411

c) Income

THE COMPANY

Amounts in € '000

01/01-31/12/2021

01/01-31/12/2020

Other income

Financial income

Income from dividends

1,412

Discontinued operations

262

Total

1,412

335

d) Expenses

THE COMPANY

Amounts in € '000

01/01-31/12/2021

01/01-31/12/2020

Other expenses

131

Discontinued operations

Total

131

178

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 141

44.2 Transactions with related parties

a) Asset accounts

THE GROUP

THE COMPANY

Amounts in € '000

31/12/2021

31/12/2020

31/12/2021

31/12/2020

Trade and other receivables

17,219

23,251

Cash, cash equivalents & restricted cash

52,003

28,287

699

605

Receivables from Key Management

personnel

Discontinued operations

13,175

Total

69,238

64,713

715

605

b) Liability accounts

THE GROUP

THE COMPANY

Amounts in € '000

31/12/2021

31/12/2020

31/12/2021

31/12/2020

Trade and other payables

851

863

114

Borrowings

721,981

838,196

445,561

597,679

Discontinued operations

100,051

Total

722,832

939,110

445,564

597,793

c) Income

THE GROUP

THE COMPANY

Amounts in € '000

01/01-31/12/2021

01/01-31/12/2020

01/01-31/12/2021

01/01-31/12/2020

Other income

269

Financial income

Discontinued operations

1,730

Total

277

1,783

d) Expenses

THE GROUP

THE COMPANY

Amounts in € '000

01/01-31/12/2021

01/01-31/12/2020

01/01-31/12/2021

01/01-31/12/2020

Other expenses

107

126

106

125

Financial expenses

20,866

33,117

11,381

25,380

Discontinued operations

1,475

8,817

Total

22,448

42,060

11,487

25,505

44.3 Group’s companies eliminated transactions

THE GROUP

Amounts in € '000

31/12/2021

31/12/2020

Assets

259,182

253,435

Liabilities

(259,182)

(253,435)

Assets of non-current assets held for sale

6,850

Liabilities of non-current assets held for sale

(6,850)

Total

THE GROUP

Amounts in € '000

01/01-31/12/2021

01/01-31/12/2020

Sales

590

363

Operating income/(expenses)

(590)

(363)

Sales (discontinued operations)

3,688

21,395

Operating income/(expenses) (discontinued

operations)

(3,688)

(21,395)

Financial income (discontinued operations)

Financial expenses (discontinued operations)

(4)

(54)

Total

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 142

44.4 The most significant transactions and outstanding balances of the Company and the Group

The most significant transactions and outstanding balances between the Company and related parties

on 31/12/2021, in compliance with the provisions of IAS 24, are as follows:

Amounts in € '000

ASSETS

LIABILITIES

INCOME

EXPENSES

ATTICA

Subsidiary

1,112

MIG MEDIA S.A.

Subsidiary

300

131

JSC ROBNE KUCE BEOGRAD (RKB)

Subsidiary

250,236

PIRAEUS BANK group

Οther related parties

699

445,564

11,487

Key Management personnel

Οther related parties

TOTAL

250,951

445,564

1,412

11,618

The most significant transactions and the outstanding balances between the Group and related parties

on 31/12/2021, in compliance with the provisions of IAS 24, are as follows:

Amounts in € '000

ASSETS

LIABILITIES

INCOME

EXPENSES

Associates and related companies of

ATTICA group

Associates and other

related companies

14,878

680

269

PIRAEUS BANK group

Οther related parties

54,344

722,152

22,448

Key Management personnel

Οther related parties

69,238

722,832

277

22,448

44.5 Management remuneration

The remuneration of the executives of the Group includes gross salaries, fees, social security cost,

indemnities and other costs and amounts to € 4.3 m for 2021 and € 4.7 m for 2020 (Company: € 1.4

m for 2021, € 1.8 m for 2020). Also, according to the decisions of the General Assemblies, provisions

for benefits following termination of employment amount to € 0.5 m for 2021 and € 0.4 m for 2020

(Company: € 0.4 m for 2021, € 0.3 m for 2020).

The benefits of the discontinued operations amount to € 0.9 m for 2021 (related to VIVARTIA group)

and € 7.3 m for 2020 (related to VIVARTIA group and SINGULARLOGIC group).

No loans have been provided to the executives of the Group (and their families).

45 CONTINGENT LIABILITIES

45.1 Guarantees

As at 31/12/2021, MIG Group’s companies had the following contingent liabilities.

• ATTICA group on 31/12/2021 had the following contingent liabilities:

o Issuance of performance guarantees amounting to € 1,907k (31/12/2020: € 932k),

o Provision of guarantees for the repayment of trade liabilities amounting to € 3,622k

(31/12/2020: € 574k),

o Provision of guarantees for participating in various tenders amounting to € 228k (31/12/2020:

€ 1,012k),

o Provision of guarantees to the lending banks for the repayment of the group’s vessel loans

amounting to € 352,503k (31/12/2020: € 313,901k).

o Provision of other guarantees amounting to € 787k (31/12/2020: € 787k.).

45.2 Encumbrances

• The vessels of ATTICA group have mortgages amounting to approximately € 740,578k

(31/12/2020: € 671,678k) as collaterals for mortgage loan liabilities.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 143

• RKB has pledged its investment properties as collateral for its loans, amounting to € 211,806k

(31/12/2020: € 245,393k).

45.3 Court cases

The Company and its subsidiaries (under their property as defendant and plaintiff) are involved in

various court cases during their normal operations. The Group makes provisions in the Financial

Statements in respect to the pending court cases when it is probable that cash outflows will be required

in order to settle the liability and this amount can be estimated reliably.

The Group as of 31/12/2021 has made provisions amounting to € 1,441k (31/12/2020: € 1,141k, in

respect to court cases (please refer to Note 29). The Management as well as the legal advisors estimate

that the outstanding cases, apart from those already provided for, are to be settled without a significant

negative impact on the Group’s or Company’s consolidated financial position or on their operating

results.

CPB’s Lawsuit against MIG:

Further to MIG’s appeal against the Republic of Cyprus before the International Arbitration Tribunal,

claiming the amount of € 824 m plus interest and additional damages relating to its investment in

CYPRUS POPULAR BANK (CPB), the State-owned bank CPB, which has been under resolution

since 2013, filed a lawsuit against MIG (thus placing it as the 12

defendant in a lawsuit already

filed against 11 persons, among which Mr. A. Vgenopoulos and Messrs. Bouloutas and Magiras)

before the Cypriot courts claiming an amount of over € 2 m without specifying a priori the subject of

the claim, “reserving its right to specify its allegations and damages at a later stage”.

On 08/05/2013 an Interim Order (Interim Measures) was issued unilaterally (ex parte), inter alia

ordering and forbidding MIG, until a new order is issued, from transferring to or in favor of A.

Vgenopoulos, E. Bouloutas and K. Magiras, any assets (kept on their account or to their benefit),

including monies, except if the total value of their assets without incumbencies and other securities

(“unencumbered value”) exceeded the amount of € 3.79 billion.

On 28/06/2013 and 01/07/2013 MIG and A. Vgenopoulos, E. Bouloutas and K. Magiras filed

applications for setting aside the procedure (cancellation of the writ of summons).

On 02/07/2013 A. Vgenopoulos, E. Bouloutas and K. Magiras filed an opposition against CPB’s

application for an interim order. MIG stated that it would not file an opposition and that it would

accept the outcome of the oppositions of the other defendants, without admitting the facts included

in CPB’s application.

On 23/05/2014 the Court issued its interim decisions whereby a) it rejected the applications dated

28/06/2013 and 01/07/2013 for setting aside the procedure and b) rendered the interim orders dated

08/05/2013 absolute against all defendants and in force until the termination of the trial or until an

opposite order of the Court and overruled the relevant objections of the defendants.

On 06/06/2014 appeals were filed by the applicants and the defendants who filed the opposition

against (a) the interim decision dated 23/05/2014 on the set aside application and (b) the interim

decision/order dated 23/05/2014 on the opposition against the interim order application, respectively.

Both sides filed appeal outlines and the hearing took place on 22/09/2021.

On 17/07/2014 MIG filed a set aside application due to lack of jurisdiction of the District Court of

Nicosia against which CPB filed an opposition. On 11/04/2016 the Court ruled that the burden of

proof in the set aside application is borne by the applicants-defendants. On 31/01/2017 the Court

issued a decision according to which the Court accepted its jurisdiction without examining the

individual requests and allegations of the applicants, among which the request for a preliminary ruling

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 144

of the Court of European Union on the matter. On 14/02/2017 MIG and E. Bouloutas and K. Magiras

filed an appeal against the above decision for which a pre-trial is now expected to be fixed in 2022.

With regard to the jurisdiction, MIG obtained a legal opinion from Professor of Private Law in Oxford

University Andrian Briggs, who contends that according to the Regulation (EC) 44/2001 the Cypriot

Courts lack jurisdiction in this case. The said legal opinion was filed with the Court.

On 15/05/2015 CPB filed an application to amend the statement of claim and MIG, filed an opposition

against said application. The Court with its interim decision dated 08/09/2015, allowed the

amendment of the statement of claim which was filed on the same day. By reserving its position on

numerous matters, CPB specifies the amount of damages incurred to € 3.99 billion.

On 26/2/2020 CPB filed an application to amend the writ of summons in order that the liquidator of

the late A. Vgenopoulos’ legacy is added as a litigant party.

On 08/01/2021 the Central Bank of Cyprus filed a petition for liquidation of CPB (with prot. No

1/2021) and the relevant proceedings are currently ongoing. In the event that CPB is put under

liquidation, the Liquidator to be appointed, must file an application for the amendment of the title of

the lawsuit.

On 27/01/2022 CPB filed an application for issuance of a ruling against the defendants due to the fact

that they have not filed yet their defense against the statement of claim, which was set, upon

adjournment, for hearing on 18/05/2022. Furthermore, time was granted for the filing of the defense

of the Company and other defendants until 16/05/2022.

It is hereby noted that CPB has initiated proceedings for the declaration of enforceability in Greece

and in England, of the freezing order dated 23/05/2014, which does not turn against MIG’s assets. By

decision no. 27/2016 of the Athens one-member Court of First Instance (Voluntary Procedure) the

above order was declared enforceable in Greece, as explicitly mentioned in the said decision of the

Athens Court of First Instance. Against this decision MIG (together with A. Vgenopoulos, E.

Bouloutas and K. Magiras) filed an Appeal before the Athens three-member Court of Appeal

(Contentious Jurisdiction) which was finally rejected by decision no. 983/2017 of the Athens three-

member Court of Appeal. MIG has filed before the Supreme Court an application for cassation against

said decision for which no fixed date of hearing has been set. The other defendants have also filed

applications for cassation.

Furthermore, by Order of Judge Leslie of High Court of Justice in England and Wales, Queen’s Bench

Division, dated 26/02/2015, the above order of the Nicosia District Court was declared enforceable

in England and Wales. Upon CPB’s relevant application a decision on interim measures was issued

according to the provisions of article 47(2) and (3) of Regulation 44/2001 of the Council, which does

not concern MIG’s assets. MIG together with the above defendants has challenged the above Order

of Judge Leslie by filing an appeal, the hearing of which has been adjourned by consecutive orders

of the Court until 30/06/2022.

The Company still considers that the obvious aim of CPB’s lawsuit against MIG was the defense of

the Republic of Cyprus in the international arbitration. According to MIG’s legal counsels, CPB’s

claim and consequently the outcome of the case cannot be assessed at this initial procedural stage, in

terms of both illegal acts or omissions and damages, taking into consideration all the circumstances

surrounding the case, including other parallel proceedings.

Lawsuit of 1. “Elma Holdings Public Co Ltd”, 2. “Liberty Life Insurance Public Company Ltd”,

3. “Dodoni Portfolio Investments Public Company Limited” and 4. “Jupiter Portfolio

Investments Public Company Limited” vs, inter alia, MIG before the Cypriot courts.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 145

The claimants have turned not only against MIG but also against CPB, the former members of the

Board of Directors of “Bank of Cyprus Public Company Ltd”, “Dubai Financial Limited Liability

Company”, “Deutsche Bank A.G. London Branch”, “PricewaterhouseCoopers Ltd”, “Grant Thornton

(Cyprus) Ltd”, and the Central Bank of Cyprus by a lawsuit filed befor e the Nicosia District Court on

18/06/2015. The claimants request compensation for damages allegedly caused by acts or/and

omissions of the Board of Directors of CPB and by conspiracy among the Company and other

defendants, which led the CPB into a resolution regime and/or termination of its operations and /or

collapse and/or bankruptcy without however making references to specific acts or omissions. The

total amount of the requested compensation comes to € 39 m plus interests and costs.

Following rejection of various procedural objections or applications by the Court of first instance, for

which the Company may revert at a later stage according to local procedural rules, the claimants have

to file their statement of claim in order to bring forward their claim.

The Company believes that the claim is unsubstantiated, however as its adjudication is still at an early

procedural stage and no details of the claim have been provided, MIG’s legal counsels are not yet

able to formulate an opinion on its outcome.

Other Potential Liabilities

1. On 18/12/2015, the transfer of all shares of SKYSERV to SWISSPORT AVIAREPS HELLAS S.A.

was completed. According to specific terms and conditions of the sale and purchase agreement, MIG

has undertaken to compensate SKYSERV for any amounts that it may be required to pay and for

which there was no relevant provision in its Financial Statements.

Three lawsuits were filed against SKYSERV by OLYMPIC AIRWAYS SERVICES S.A. - In

Liquidation” (hereinafter “OAS”) seeking payment for the total amount of € 5.6 m, (plus interest from

the lapse of 30 days after issuance of each invoice), invoking the contracts for provision of services

entered between the companies on 09/06/2009.

Two of the above lawsuits for claims of € 4,144,902.09 and of € 251,418.32 (plus interest) have

already been rejected finally, partly as vague and partly as without merit or unfounded.

On the one of the above lawsuits for a claim of € 1,243,119.10 (plus interest), the Athens

Multimember First Instance Court issued its decision no. 4964/2018, whereby it admitted the lawsuit

for the amount of € 1,183,402.50 plus interest as of 23/10/2009. Both OAS and SKYSERV filed

appeals against said decision, which would be heard on 09/04/2020. However, the said hearing was

adjourned due to the provisional suspension of the Courts’ operation for reasons of public health

(because of COVID-19). A new hearing date for SKYSERV’s appeal was fixed ex officio for

08/04/2021, while OAS’s appeal was fixed for 22/04/2021, but on that day so they were withdrawn

for the same reasons. In the care of the Company, which has assumed the handling of the case, the

hearing of both appeals has been set for 09/12/2021. On that date the case was heard and a decision

is expected to be issued.

OAS’s pending lawsuit, as its other two lawsuits, did not contain all necessary elements required for

enabling judicial assessment and in the context of the trials, OAS provided - objectively - no evidence

adequate to lead to the substantiation of its claims in the Court’s consideration. Furthermore,

SKYSERV raised an objection regarding the abusive filing of each lawsuit, as OAS stated through its

legal representative at three different time points that no debt had arisen from the agreements in

question and that the invoices in question were due to be cancelled even before OAS was put under

liquidation, which in fact did not occur. For the above reasons, the Company considers that it is

possible that the above decision no. 4964/2018 of the Athens Multi-Member Court of First Instance

be reversed on appeal, taking into consideration the positive outcome of the case with respect to the

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 146

other two lawsuits of similar object and arguments, regarding which its estimation that they would be

rejected has already been confirmed.

2. On 09/11/2018 the Company completed the transfer of its total stake, direct and indirect, in

HYGEIA to HELLENIC HEALTHCARE SINGLE-PERSON HOLDINGS S.A. (the Buyer).

According to individual terms and conditions of the sale and purchase agreement, the Company has

assumed towards the Buyer, inter alia, the liability of HYGEIA, MITERA and/or LETO deriving from

or in connection with litigation concerning malpractice, professional liability and similar cases,

provided that the event or circumstances which caused the initiation of the relevant proceeding refers

to a date on or prior to 09/11/2018. The Company is liable for any amount that HYGEIA, MITERA

and/or LETO may be required to assume, compensate or pay pursuant to an enforceable court

judgment or out of court settlement, to the extent that such amount exceeds (i) the amount of

provisions specifically made for each of HYGEIA, MITERA and LETO in the Annual Financial

Statements on 31/12/2017; and (ii) any amount that such company has actually received as beneficiary

pursuant to a valid insurance policy. The Buyer shall keep the Company informed of any material

developments in relation to a matter giving rise to an indemnified liability and the Company shall

give to the Buyer whatever reasonable assistance the Buyer may reasonably require in mitigating,

settling, disputing etc. any relevant third party claim. It is hereby noted that the Company is no longer

liable for damages that may arise from or in relation to any breach of warranties included in the sale

and purchase agreement, excluding those relating to real estate assets and tax issues of HYGEIA

group.

So far, the Company has received no notice of any developments that could trigger any liability.

3. On 11/01/2021 the transfer of the entire direct and indirect participation of the Company in

SINGULARLOGIC to the companies “SPACE HELLAS S.A” and “EPSILON NET S.A”. According

to the specific terms of the share purchase agreement, the Company (together with its wholly owned

subsidiary “TOWER TECHNOLOGY HOLDINGS (OVERSEAS) Limited”) has undertaken, among

other things, the responsibility for any deviations from its warranty statements to the buyers. In

particular, it has been provided that the sellers are liable for third party claims and any taxes, fees,

levies, fines or surcharges that may be imposed on the SINGULARLOGIC group, provided that the

above relates to the period until the signing of the Share Purchase Agreement and does not appear as

a liability or there is no relevant provision for them in the annual financial statements of

SINGULARLOGIC dated 31/12/2019, provided they are notified in writing and in time in order to be

able to take legal action. The liability of the sellers stands in principle for 4 years, with the exception

of any additional financial obligations arising from the tax or insurance legislation, for which the

liability stands until the statutory time of limitations expires, and may not exceed the total amount.

of € 4,000,000 for all liability cases. In relation to the disputed claims of SINGULARLOGIC against

“OSE S.A.” amounting to € 3,783,238 plus interest and expenses, the agreement includes a special

clause for the elimination or limitation of the above liability of the sellers and / or the return of the

collected amounts to the sellers.

So far, the Company has received no notice of any developments that could trigger any liability.

4. On 30/03/2021 the transfer of the entire participation of the Company in VIVARTIA to

“VENETIKO HOLDINGS SINGLE MEMBER S.A.”, i.e. an entity controlled by the investment funds

of “CVC CAPITAL PARTNERS”, was completed. According to the individual terms of sale and

purchase, the Company has assumed, among other things, the responsibility for the accuracy and

completeness of the information that has been disclosed to the buyer. For certain fundamental

warranties (power to sell the shares, lawful issue and payment of shares of VIVARTIA group

companies, non-occurrence of an insolvency event), the seller's liability is unlimited, but it is

considered unlikely to arise. In other respects, liability for any breach of other warranties (in relation

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 147

to corporate documents, compliance with law, operating permits, insurance and other contracts,

customers and suppliers, pending litigation and other proceedings, fixed assets, intellectual property

rights etc.) is subject to qualitative and quantitative restrictions and in any case it may not excee d

30% of the total transaction price. The Company shall not be liable unless it has received a relevant

notification from the Buyer until 30/06/2023 or with regard to issues relating to real estate assets of

VIVARTIA group until 30/06/2026 or with regard to tax issues latest on the date falling 3 months

after the lapse of the statute of limitations provided by law.

So far, the Company has received no notice of any developments that could trigger any liability.

45.4 Other commitments

The Group’s other commitments are analyzed as follows:

THE GROUP

Amounts in € '000

31/12/2021

31/12/2020

Other sort-term commitments pertaining to discontinued

operations

3,442

Total other commitments

3,442

45.5 Contingent tax obligations

The Group’s tax obligations are not conclusive, since there are non-tax audited financial years, as

analyzed in Note 2 to the Financial Statements for the year ended on 31/12/2021. For the non-tax

audited financial years there is a probability that additional taxes and surcharges will be imposed

when they are assessed and finalized. The Group assesses on an annual basis its contingent liabilities

which may result from tax audits of preceding financial years, by forming provisions where it is

deemed necessary. The Group has made provisions for non-tax audited financial years amounting to

€ 148k (31/12/2020: € 148k).

The Management considers that apart from the provisions that have already been made, potentially

arising tax amounts will not have any significant effect on equity, Profit/Loss and on cash flows of

the Group and the Company.

Tax Compliance Report:

For the years 2011- 2020, the Group companies operating in Greece and subject to tax audits by

Chartered Accountants in accordance with paragraph 5 of Article 82 of Law 2238/1994 and in

compliance with the provisions of Article 65Α par. 1, Law 4174/2013, received a Certificate of Tax

Compliance without any substantial differences. Under the Circular POL 1006/2016, the companies

that have been subject to this special tax audit are not exempted from the statutory audit of the

competent tax authorities. The Management of the Group estimates that in case such audits are carried

out by the Tax Authorities in the future, no additional tax differences will arise with a significant

effect on the Financial Statements.

Regarding the financial year 2021, the special audit for the issue of the Certificate of Tax Compliance

is currently in progress and the relevant tax certificates are expected to be issued following the

publication of the annual Financial Statements for FY 2021. Should any additional tax liabilities arise

till the finalization of the tax audit, it is estimated that they will not have a material effect on the

Financial Statements.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 148

46 FAIR VALUE OF FINANCIAL INSTRUMENTS

46.1 Measurement of fair value of financial instruments

Financial instruments levels analysis

Financial assets and financial liabilities measured at fair value in the Statement of Financial Position

of the Group and the Company are classified under the following 3 level hierarchy in order to

determine and disclose the fair value of financial instruments per valuation technique:

• Level 1: Investments that are valued at fair value based on quoted (unadjusted) prices in active

markets for comparable assets or liabilities.

• Level 2: Investments that are valued at fair value, using valuation techniques for which all

inputs that significantly affect the fair value, are based (either directly or indirectly) on

observable market data.

• Level 3: Investments that are valued at fair value, using valuation techniques, in which the data

that significantly affects the fair value, is not based on observable market data. This level

includes investments where the determination of the fair value is based on unobservable market

data (five years business plan), using however additional observable market data (Beta, Net

Debt / Enterprise Value of identical firms in the specific segment such as those included in the

WACC calculation).

The following tables reflect the Group financial assets and liabilities measured at fair value on a

recurring basis on 31/12/2021 and 31/12/2020:

THE GROUP

31/12/2021

31/12/2020

Financial assets

Fair value measurement at the end of the reporting

period using

Fair value measurement at the end of the reporting

year using

Amounts in € '000

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

Financial assets measured at fair value through

P&L

- Securities

230

173

- Derivatives

4,714

972

Non-recurring fair value measurements

-Assets Held for sale

949,114

Total financial assets

230

4,714

4,944

173

950,086

950,259

Financial liabilities

- Derivatives

3,291

Non-recurring fair value measurements

-Liabilities Held for sale

745,832

Total financial liabilities

749,123

Net fair value

230

4,714

4,944

173

200,963

201,136

There were no transfers between Levels 1 and 2 during financial years 2021 and 2020.

Investment portfolio and other investments at fair value through profit and loss

Investments in listed shares in domestic and foreign stock markets are valued based on the quoted

market prices of these shares. Investments in unquoted shares are valued based on widely accepted

valuation models which sometimes incorporate data based on observable market inputs and sometimes

are based on unobservable data.

Fair value measurement of Level 3 financial instruments

The changes in the Group’s financial instruments classified in Level 3 for the financial years 2021 and 2020

are presented as follows:

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 149

THE GROUP

31/12/2021

31/12/2020

Amounts in € '000

Financial assets measured at fair value

through P&L

Financial assets measured at fair value

through P&L

Securities

Mutual

Funds

Bonds

Securities

Mutual

Funds

Bonds

Opening balance

165

Purchases

186

Sales

(284)

Issues and settlements

(165)

(351)

Total gains/(losses) recognised in profit or loss

under line item:

- Other financial results

284

Closing balance

Total amount included in profit or loss for

unrealized gains /(losses) on Level 3 instruments

284

46.2 Measurement of fair value of non-financial assets

The following table presents non-financial assets of the Group measured at fair value on a recurring

basis on 31/12/2021 and 31/12/2020:

31/12/2021

31/12/2020

Fair value measurement at end of the reporting

period

Fair value measurement at end of the reporting year

Amounts in € '000

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

Investment Property

- Buildings in Serbia

211,806

245,393

Total non-financial assets

211,806

245,393

Determination of the fair value of the Group’s Level 3 investment property is based on a relevant

valuation work performed by an independent property appraisal firm. Indicatively, in respect to the

investment property valuation, the key assumptions used, which were based on unobservable data,

are summarized in the following table:

31/12/2021

31/12/2020

Assumptions

Balkans

Rental value

€ 2,8-€ 90 / sqm

Discount rate

7,66%-13,69%

7,85%-14,03%

47 RISK MANAGEMENT POLICIES

Each one of MIG’s large investments is exposed to specific risks. The occurrence of any of these

risks could lead to a possible revaluation of MIG’s portfolio and to the reassessment of the strategic

objectives of the Group.

Τhe Company and the Group are exposed to risks pertaining to currencies, financing and interest

rates, fuel prices, credit and liquidity. The Group reviews and periodically assesses its exposure to

the risks cited above on a case by case basis as well as collectively and uses financial instruments to

hedge its exposure to certain risk categories.

Evaluation and assessment of the risks faced by the Company and the Group are conducted by the

Management. The main aim is to monitor and assess all the risks to which the Company and Group

are exposed through their business and investment activities.

The Group uses several financial instruments and pursues specialized strategies to limit its exposure

to changes in the values of investments that may result from market volatility, including changes in

prevailing interest rates and currency exchange rates.

NOTES TO THE FINANCIAL STATEMENTS

OF DECEMBER 31st 2021

MARFIN INVESTMENT GROUP HOLDING S.A., 10, El. Venizelou str., 106 71 Athens, Greece

Page 150

47.1 Currency risk