1
Πίνακας Περιεχομένων
Annual Report of The Board Of Directors .............................................................................................. 4
Independent Auditor’s Report ............................................................................................................ 68
1. Statement of Financial Position ....................................................................................................... 75
2. Statement of Comprehensive Income .............................................................................................. 76
3. Statement of Changes in Equity ...................................................................................................... 77
4. Cash Flow Statement ..................................................................................................................... 79
5. Notes on the Annual Financial Statements ....................................................................................... 80
5.1 General Information ................................................................................................................ 80
5.2 Group’s Structure .................................................................................................................... 80
6. Context of preparation of the Financial Statements ......................................................................... 82
6.1 Compliance with International Accounting Standards (IAS)/International Financial Reporting
Standards (IFRS) .......................................................................................................................... 82
6.2 Basis for the preparation of the Financial Statements .................................................................. 82
6.3 Reporting Period ..................................................................................................................... 82
6.4 Presentation of Financial Statements ......................................................................................... 82
6.5 Significant Accounting Policies .................................................................................................. 82
6.6 Significant Accounting Estimations ............................................................................................ 82
6.7 Change in Accounting Policies ................................................................................................... 82
6.8 Accounting Principles Applied ................................................................................................... 84
6.9 Significant Estimates of the Management................................................................................... 91
7. Notes on the Financial Statements .................................................................................................. 94
7.1 Segment Reporting .................................................................................................................. 94
7.2 Property, Plant & Equipment .................................................................................................... 96
7.3 Investment Property ................................................................................................................ 97
7.4 Right of Use Assets and Leases Liabilities .................................................................................. 98
7.5 Other Intangible Assets ............................................................................................................ 99
7.6 Goodwill ............................................................................................................................... 100
7.7 Investments in Subsidiaries .................................................................................................... 100
7.8 Other Non-Current Receivables ............................................................................................... 100
7.9 Inventory .............................................................................................................................. 101
7.10 Trade Receivables................................................................................................................ 101
7.11 Derivative Financial Assets/Liabilities ..................................................................................... 102
7.
12 Cash and Cash Equivalents ................................................................................................... 102
7.13 Other Current Assets ............................................................................................................ 102
7.14 Other Reserves .................................................................................................................... 103
7.15 Long-Term and Short-Term Borrowings ................................................................................. 103
7.16 Deferred Tax Liabilities ......................................................................................................... 105
7.17 Liabilities for Retirement Benefits .......................................................................................... 106
7.18 Other Non-Current Liabilities ................................................................................................. 107
7.19 Trade Payables .................................................................................................................... 107
2
7.20 Tax Liabilities ...................................................................................................................... 107
7.21 Accrued & Other Current Liabilities ........................................................................................ 108
7.22 Revenue ............................................................................................................................. 108
7.23 Other Income ...................................................................................................................... 108
7.24 Distribution Expenses ........................................................................................................... 109
7.25 Administration Expenses ...................................................................................................... 109
7.26 Other Expenses ................................................................................................................... 109
7.27 Financial Expenses/Income ................................................................................................... 109
7.28 Tax Expense ....................................................................................................................... 110
7.29 Profit/(Loss) from Revaluation of Assets ................................................................................ 111
7.30 Earnings per Share (Basic & Diluted) ..................................................................................... 111
8. Financial Risk Management-Objectives & Perspectives .................................................................... 112
8.1 Financial Instruments ............................................................................................................ 112
8.2 Financial Risk Factors ............................................................................................................. 113
9. Other Information ....................................................................................................................... 115
9.1 Shares of LOULIS FOOD INGREDIENTS S.A. ............................................................................ 115
9.2 Main Exchange Rates for Balance Sheet and P&L ..................................................................... 115
9.3 Comparative Information ...................................................................................................... 115
9.4 Existing Encubrances ............................................................................................................. 115
9.5 Litigation and Arbitration Cases .............................................................................................. 115
9.6 Number of Employed Personnel .............................................................................................. 115
9.7 Transactions with Related Parties ............................................................................................ 115
9.8 Own Shares .......................................................................................................................... 116
9.9 Capital Expenditures .............................................................................................................. 116
9.10 Contingent Liabilities/Receivables .......................................................................................... 117
9.11 Dividend per share............................................................................................................... 117
9.12 Approval of Financial Statements .......................................................................................... 117
9.13 Notes on Future Events ........................................................................................................ 117
3
Statements Of Representatives Of The Board Of Directors
(Pursuant to article 4, par. 2 of Law 3556/2007)
T
he herein below members of the Board of Directors of LOULIS FOOD INGREDIENTS SA:
1. M
r Nikolaos K. Loulis
- C
hairman of the Board of Directors
2. Mrs Elisavet S. Kapelanou – Alexandri - Vice Chairman of the Board of Directors
3. Mr Nikolaos S. Fotopoulos
- CE
O
specifically appointed as per today’s decision (24 April 2024) of the Company’s Board of Directors
DO
HEREBY DECLARE THAT
To the best of our knowledge:
a
. The attached Annual Financial Statements for the Company and the Group, which have been prepared in
accordance with the applicable Accounting Standards, fairly represent the assets and liabilities, the equit
y
a
nd operating results for LOULIS FOOD INGREDIENTS SA, as well as of the companies included in the
consolidation as a whole and
b. The Annual Report of the Board of Directors fairly represents the development, performance and position
of LOULIS FOOD INGREDIENTS SA, as well as of the consolidated companies as a whole, including of the
description of the main risks and uncertainties they face.
The Chairman of the BoD
The Vice Chairman of the BoD
The CEO
Nikolaos K. Loulis
Elisavet S. Kapelanou – Alexandri
Nikolaos S. Fotopoulos
4
Annual Report of The Board Of Directors
οf LOULIS FOOD INGREDIENTS SA
on the Financial Statements for the fiscal year from
1
st
January 2023 to 31
st
December 2023
This report of the Board of Directors of LOULIS FOOD INGREDIENTS SA (hereinafter referred to as the
"Company") has been prepared in accordance with the current legislation and the applicable provisions of
the Hellenic Capital Market Commission and is referred to the Annual Financial Statements (Consolidated and
Separate) of December 31, 2023 and for the year then ended. The LOULIS FOOD INGREDIENTS Group
(hereinafter the "Group"), besides the Company, includes subsidiaries which the Company directly or
indirectly controls. The Consolidated and Separate Financial Statements prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by the European Union (EU).
This report includes the financial review from January 01, 2023 to December 31, 2023, the significant events
that took place in 2023, the expected growth and development, the description of the most significant risks
and uncertainties for next year, the Corporate Governance Statement, the Group's and Company’s significant
transactions with their related parties, the most important facts that have been occurred until the date of the
preparation of the financial statements as well as any other additional information required by the relevant
legislation.
Α. Financial Review 2023
The Group’s Turnover (Sales) for 2023 amounted to € 202,75 million, increased by 2,44% compared to €
197,91 million in 2022. At the same time, the Company’s turnover amounted to € 176,66 million compared
to € 173,30 million in the previous year, having increased by 1,94%.
Regarding Sales per Segment, a decrease was recorded in the sold quantities of the product category “Flour
Mill Consumer Products & Mixtures for Bakery and Pastry” both in the Group and the Company, which
accounted for the current year to 19,9 thousand tonnes compared to 21,2 thousand tonnes in the previous
year. Similarly, the sales of that product category decreased in 2023 by 7,13% for the Group and 7,14% for
the Company compared to the previous year. The sold quantities of “Flour Mill Business Products” in the
current year, amounted to 282,1 thousand tonnes for the Group, having increased by 13,46% compared to
the prior year whereas similarly the sold quantities of “Flour Mill Business Products” for the Company
amounted to 249,7 thousand tonnes, having increased by 13,54% compared to the prior year. The sales of
that segment in 2023 amounted to € 140,34 million for the Group and € 125,95 million for the Company,
having recorded an increase of 3,93% and 3,46% respectively, compared to the prior year. The sales of
“Mixtures & Raw Materials for Bakery and Pastry”, for 2023, performed total sales to third parties € 11,84
million compared to € 11,30 million in the previous year, having increased by 4,70%. Lastly, the sold
quantities of the product category “Cereals” for the Group and the Company for 2023 amounted to 98,2
thousand tonnes having significantly increased by 40,63% compared to the previous year. Sales of “Cereals”
5
to third parties, for 2023, amounted to € 34,76 million for the Group and the Company, showing an increase
compared to € 34,56 million for the Group and € 34,37 million for the Company in 2022.
The Group’s Cost of Sales for 2023 amounted to € 172,63 million compared to € 169,97 million in 2022,
having increased by 1,56%. Respectively, the Company’s cost of sales amounted to € 151,82 million
compared to € 150,29 million for 2022, having increased by 1,02%.
Accordingly, the Gross Profit for 2023 amounted to € 30,11 million for the Group and € 24,84 million for
the Company, increased by 7,77% compared to € 27,94 million in 2022 for the Group and increased by 7,94%
compared to € 23,01 million in the previous year for the Company. While, the ratio of cost of sales to sales,
for 2022, from 14,12% for the Group and 13,28% for the Company, increased, in 2023, to 14,85%, for the
Group and 14,06% for the Company.
The Group’s Administrative Expenses and Distribution Expenses amounted for 2023 to € 26,26 million,
increased by 4,29% compared to the previous year which was € 25,18 million, while they increased as a
percentage to sales since in the previous year they represented 12,72%% of sales compared to 12,95% in
2023 . Respectively, the Company’s administrative expenses and distribution costs amounted to € 22,07
million for the current year increased by 5,40% compared to € 20,94 million for the previous year, while the
Company’s ratio of administrative expenses and distribution costs to sales increased to 12,49% for 2023
compared to 12,08% for 2022. In particular, the Group’s distribution costs, as a percentage to total sales
increased, since in 2022 they represented 8,44% of sales compared to 9,02% for the current year, whereas
the administrative expenses amounted to € 7,97 million for 2023 having decreased by 5,90% compared to
the previous year. Similarly, the Company’s distribution costs, as a percentage to total sales increased, since
in 2022 they represented 7,87% of sales compared to 8,54% for the current year, whereas the Administrative
Expenses amounted to € 6,99 million for 2023 having decreased by 4,12% compared to the previous year.
The Group’s Financial Expenses amounted to € 5,21 million for 2023, significantly increased, compared to
the previous year when they amounted to € 2,46 million, while they also increased as a percentage to sales
from 1,24% to 2,57%. Accordingly, the financial expenses of the Company amounted to € 4,61 million for
the current year, significantly increased, compared to the respective year of 2022
when they amounted to €
2,21 million, while as a percentage to sales they increased from 1,28% to 2,61%. That significant increase
in the financial expenses for the Group and the Company in 2023 is partially due to maintaining of the
reference rate (Euribor) at high level but mainly due to the early termination and total liquidation of Contracts
of Interest Rate Swap (IRS), as have been signed on April and December of 2021, of nominal value of € 50
million which resulted in a) a financial income of € 7,22 million and b) an expense of € 1,19 million as the
unamortised balance of the prepayment of the liability which arose from signing the above Contracts.
The Total Depreciation for 2023 for the Group amounted to € 6,34 million and € 5,63 million for the
Company, compared to € 5,24 million for the Group and € 4,71 million for the Company for the prior year,
having increased by 21,09% for the Group and 19,59% for the Company. As a percentage to sales, total
depreciation increased from 2,65% to 3,13% for the Group and from 2,72% in 2022 to 3,19% for the current
year for the Company.
6
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA)
1
for 2023 amounted to
€ 14,14 million for the Group and € 12,11 million for the Company, increased by 16,38% from € 12,15 million
in 2022 for the Group and increased by 20,38% from € 10,06 million in 2022 for the Company. While as a
percentage of sales they increased from 6,14% and 5,80% in 2022 for the Group and Company to 6,98% in
2023 for the Group and 6,85% in 2023 for the Company.
Taking into account all the above, the Group’s Net Profit before Tax increased significantly to € 8,31 million
for the current year compared to € 2,44 million for the prior year . As a percentage to sales it increased from
1,23% in 2022 to 4,10% in 2023.
Respectively, for the Company the Net Profit before Tax increased significantly to € 8,10 million for 2023
compared to € 1,28 million in the previous year. As a percentage to sales, it increased from 0,74% in 2022
to 4,58% in 2023.
Income tax amounted to € 2,04 million for the Group in 2023 from € 0,59 million in the previous year and
respectively for the Company from € 0,72 million to € 2,01 million. That significant change in the income tax
is due to the high profitability for 2023.
Following the above, the Group’s Net Profit after Tax amounted to € 6,23 million for the current year
(distributed to the Company’s shareholders) compared to € 1,84 million in the previous year and as a
percentage to sales it amounted to 3,09% in 2023 from 0,93% in 2022. Similarly, the Company’s net profit
after tax amounted to € 6,08 million in 2023 compared to € 0,56 million in the previous year and as a
percentage to sales it amounted from 0,32% in 2022 to 3,44% in 202 3.
The high profitability in 2023 is mainly due to the early termination and total liquidation of Contracts of
Interest Rate Swap (IRS), as have been signed on April and December of 2021, of nominal value of € 50
million which resulted in a) a financial income of € 7,22 million and b) an expense of € 1,19 million as the
unamortised balance of the prepayment of the liability which arose from signing the above Contracts.
For the year 2023, the Operating cash flows for the Group and the Company amounted to
inflow € 11,46 million and inflow € 13,10 million respectively, while in the previous year it amounted to
outflow € 8,20 million for the Group and outflow € 5,97 million for the Company.
The Purchases of Tangible and Intangible Assets for the Group and the Company in 2023 amounted to
€ 3,32 million and to € 2,55 respectively from € 4,91 million and to € 3,25 in 2022.
The Group’s Total Net Borrowing
1
at December 31, 2023 amounted to € 54,56 million
compared to € 67,59 million at December 31, 2022, showing a decrease of 19,28%, while the Company’s
t
otal net borrowing at December 31, 2023 amounted to € 46,92 million compared to € 57,45 million at
December 31, 2022, having decreased by 18,33%.
7
In summary, the financial results of the Group and the Company are depicted through some key financial
ratios and are compared to the objectives set by the Company's management, based on the size of the
company, the sector in which it operates, the conditions prevailing in the market and the average figures of
the sector where the data are available, as follows:
Group’s Basic Ratios
01.01.2023 - 31.12.2023 01.01.2022 - 31.12.2022 01.01.2021 - 31.12.2021
1
Total net Borrowing
1
54.557.971
3,86
67.590.843
5,56
52.171.249
6,65
EBITDA
1
14.143.805
12.153.268
7.850.552
2
EBITDA
1
14.143.805
2,75
12.153.268
5,08
7.850.552
5,02
Interest Paid
5.140.450
2.393.288
1.563.071
3
Non-Current Assets
111.448.532
2,04
112.341.587
1,66
108.806.696
2,09
Total Net Borrowing
1
54.557.971
67.590.843
52.171.249
4
Total Net Borrowing
1
54.557.971
0,53
67.590.843
0,69
52.171.249
0,56
Total Equity
102.727.984
97.547.025
93.181.239
5
Total Current Assets
91.751.015
1,84
110.526.876
2,23
87.793.616
2,11
Total Current Liabilities
49.840.682
49.506.217
41.558.673
6
Total Liabilities
100.471.563
0,98
125.321.438
1,28
103.419.073
1,11
Total Equity
102.727.984
97.547.025
93.181.239
Company’s Basic Ratios
01.01.2023 - 31.12.2023 01.01.2022 - 31.12.2022 01.01.2021 - 31.12.2021
1
Total Net Borrowing
1
46.915.807
3,88
57.449.147
5,71
45.990.651
6,43
EBITDA
1
12.105.793
10.055.606
7.157.266
2
EBITDA
1
12.105.793
2,65
10.055.606
4,64
7.157.266
5,34
Interest Paid
4.569.954
2.168.007
1.339.458
3
Non-Current Assets
113.216.373
2,41
109.229.050
1,90
106.318.064
2,31
Total Net Borrowing
1
46.915.807
57.449.147
45.990.651
4
Total Net Borrowing
1
46.915.807
0,46
57.449.147
0,59
45.990.651
0,49
Total Equity
102.232.541
97.320.079
94.239.287
5
Total Current Assets
77.151.696
1,82
94.096.944
2,55
79.313.131
2,25
Total Current Liabilities
42.287.301
36.891.052
35.285.647
6
Total Liabilities
88.135.528
0,86
106.005.915
1,09
91.391.908
0,97
Total Equity
102.232.541
97.320.079
94.239.287
1
For explanations and the calculation of the indicators see section “ Z. Alternative Performance Measures (APMs)”.
Β. Gro
up’s Companies and Branches
The Group and the Company own the following branches :
8
Name Head Office Branches
% Parent’s
participation
Basis for the
consolidation
LOULIS FOOD INGREDIENTS SA
Sourpi, Magnisia, Greece
Keratsini Attica,
Μandra Attica,
Podochori Kavala,
-
Parent
KENFOOD SA
Keratsini, Attica, Greece
Ampelochori Viotia,
Mandra Attica,
Podochori Kavala,
Sourpi, Magnisia
99,996%
Direct
LOULIS LOGISTICS SERVICES SA Sourpi, Magnisia, Greece - 99,677% Direct
LEP ENERGY COMMUNITΥ
COOPERATIVE SOCIETY WITH
LIMITED LIABILITY
Keratsini, Attica, Greece - 20,000% Direct
LOULIS INTERNATIONAL FOODS
ENTERPRISES BULGARIA LTD
Nicosia, Cyprus - 100,000% Direct
LOULIS MEL-BULGARIA EAD General Toshevo, Bulgaria - 100,000% Indirect
C. Significant Events in 2023
The most significant events that took place during 2023 are as follows:
Issuance of Bank Loan of the Group’s subsidiary “KENFOOD SA”
On April 10
th
, 2023 the subsidiary “KENFOOD S.A.” proceeded to the issuance of o loan of total amount of €
3,0 million of three years duration, in order to cover its working-capital needs. The loan has been granted by
“Piraeus Bank” with the guarantee of the parent Company of the Group.
Early Termination and Total Liquidation of Interest Rate Swap Contracts (IRS)
On May 2
nd
2023, the Company proceeded with the early termination and total realization of a) the 8 April
2021 Interest Rate Swap Contract (IRS) of nominal value € 20 million with “National Bank of Greece SA”, b)
the 9 April 2021 Interest Rate Swap Contract (IRS) of nominal value € 10 million with “Eurobank SA”, c) the
2 December 2021 Interest Rate Swap Contract (IRS) of nominal value € 10 million with “Eurobank SA” and
d) the 8 December 2021 Interest Rate Swap Contract (IRS) of nominal value € 10 million with “Alpha Bank
SA”.
The realization amount after the early termination of the aforementioned contracts amounted to € 7,22 million
with collection date May 2
nd
2023.
Decisions of the Ordinary General Meeting of the Shareholders of the Company
On June 7
th
, 2023 the Annual General Meeting of Shareholders took place where 56,49% of the share capital
was represented, which means that the shareholders and the shareholders’ representatives who attended
and voted represented 9.671.687 shares and 9.671.687 votes.
The Annual General Meeting of the Shareholders of the Company made the following decisions on the agenda
items, as those are being presented according to the vote results, which have been published also on the
legally registered site of the Company to the General Commercial Registry (G.E.MI.)
(https://www.loulis.com
):
1. The Annual Financial Statements for the Company and the Group in accordance with the International
Financial Reporting Standards, for the fiscal year 01.01.2022 to 31.12.2022 have been approved by 9.671.687
9
votes, equal to 56,49% of the share capital after the hearing and approval of the relevant Reports of the
Board of Directors and the Certified Auditors. At the same General Meeting it was decided by 9.671.687 votes,
equal to 56,49 % of the share capital, the non- distribution of dividend to the shareholders taking into account
the decision made on the 6
th
item of the agenda. Lastly, it was decided by 9.671.687 votes, equal to 56,49%
of the share capital the formation of a Statutory Reserve of an amount of € 94.061,53 from the year’s profit.
The Chairman of the Audit Committee submitted and presented to the shareholders the Audit Committee
Annual Report of the year 2022.
2. The overall management that took place during the fiscal year ended 31.12.2022 has been approved by
9.671.687 votes, equal to 56,49% of the share capital and the Certified Auditors were discharged by
9.671.687 votes, equal to 56,49% of the share capital, from any liability for indemnity for the fiscal period
01.01.2022 ‐ 31.12.2022 as well as for the Financial Statements of the same fiscal year.
3. The audit firm "BDO Auditors Accountants SA" with registration number ELTE 173 and in particular the
Statutory Auditor Andriana K. Lavazou (R.N. SOEL: 45891, R.N. ELTE: 2657 and T.I.N.: 300190488) and the
alternate Auditor Andreas Th. Konstantinou (R.N. SOEL: 30441, R.N. ELTE: 1439 and T.I.N.: 106872098) for
the audit of the annual financial statements of the Company and the Consolidated Financial Statements in
accordance with International Financial Reporting Standards for the fiscal period 01.01.2023 to 31.12.2023,
were elected by 9.671.687, equal to 56,49% of the share capital.
4. The Remuneration Report for the year 2022 has been discussed and approved, on a consultative basis, by
9.671.687 votes, equal to 56,49% of the share capital,
according to the Company’s Articles of Association.
5. Unanimously approved, by a vote of 9.671.687, ie 56,49% of the share capital, the advance payment
remunerations to the members of the Board of Directors of the Company for the financial year 2023
(1.1.2023-31.12.2023) until the next Ordinary Annual General Meeting, which shall amount in total up to
€
200.
000,00
in line with the remuneration policy of the Company. Unanimously approved, by a vote of
9.671.687, ie 56,49% of the share capital, the advance payment of remuneration paid to the members o
f
the Board of Directors and the Audit Committee during the financial year 2022 (1.1.2022–31.12.2022) of a
t
otal amount of € 152.525,00.
6. Unanimously approved, by a vote of 9.671.687, i.e. 56,49% of the share capital, the increase of the share
capital of the Company by € 2.054.433,60 by increasing the nominal value of each share by € 0,12 wit
h
capitalization of the reserves “difference from the issue of shares above par” and unanimously approved, by
a vote of 9.671.687, i.e. 56,49% of the share capital, the equal decrease of the share capital of the Company
by the same amount (€ 2.054.433,60) by decreasing the nominal value of each share by € 0,12 in order to
return capital in cash to shareholders. Lastly, Unanimously approved, by a vote of 9.671.687, i.e. 56,49% of
the share capital, the respective amendment of article 5 of the Articles of Association of the Company.
7. Unanimously approved, by a vote of 9.671.687, i.e. 56,49% of the share capital, the amendment of article
4 of the Articles of Association of the Company regarding the Company’s object.
8. The authorization, in accordance with Article 98 par. 1 of L.4548/2018, to both the Board of Directors’
members and the Company’s Directors to participate in the Board of Directors or in the Management of other
10
related companies as those companies are defined in article 32 of Law 4308/2014 and, therefore, to conduct
on behalf of the related companies actions falling within the Company’s purposes, has been granted by
9.671.687 votes, equal to 56,49% of the share capital.
9. The independent members of the Company’s BoD submitted to the Ordinary General Meeting the “Report
of the Independent Non-Executive Members of the Company’s Board Of Directors” according to the provision
of article 9 par. 5 of Law 4706/2020.
Increase and Equal Decrease of the Company’s Share Capital by Increase and Equal Reduction
of the Par Value of the Company’s shares and Capital Return in Cash to Shareholders
The Annual General Meeting of June 07, 2023 decided the increase of the share capital of the Company by
€ 2.054.433,60 by increasing the nominal value of each share by € 0,12 (from € 0,94 to € 1,06) with
capitalization of the reserves “difference from the issue of shares above par” and the simultaneous decrease
of the share capital of the Company by the same amount (€ 2.054.433,60) by decreasing the nominal value
of each share by € 0,12 (from € 1,06 to € 0,94) , in order to return capital in cash to shareholders €
2.054.433,60 i.e. € 0,12 per share and the relevant amendment of article 5 of the Articles of Association of
the Company.
Following the increase and the simultaneous decrease mentioned above, the share capital remains at the
amount of € 16.093.063,20, divided into 17.120.280 nominal shares, of an amount of € 0,94 per share.
On June 09, 2023, the decision with number 2975766ΑΠ/09.06.2023 of the Ministry of Development and
Investment which approved the modification of art. 5 of the Company’s Articles of Association has been
published on the General Commercial Registry (G.E.MI.) with registration number 3635132.
The Corporate Actions Committee of the Athens Stock Exchange during its session on June 16, 2023, was
informed about the equal increase and reduction of the par value of the Company’s shares and the capital
return in cash to shareholders of € 0,12 per share.
In the light of the above, as of the following date of June 26, 2023, the shares of the Company were traded
on the ATHEX under their final par value of € 0,94 per share without the right to the benefit of the capital
return in cash of € 0,12 per share. From the same above date, the upset price of the Company’s shares in
the Athens Stock Market shall be formed in accordance with the Bylaws of Athens Stock Exchange, in
combination with decision no. 26, issued by the BoD of the Athens Stock Exchange, as now in force.
Shareholders entitled to receive the capital return are those registered in the electronic registry of the
Dematerialized Securities System (DSS) on June 27, 2023. The payment date of the capital return was set
July 03, 2023 through ALPHA BANK.
Removal of the Group’s subsidiary “GREEK BAKING SCHOOL SA” from the General Commercial
Registry (G.E.MI.)
On May 31
st
2023 the Annual General Meeting of the Shareholders of the Group’s subsidiary “GREEK BAKING
SCHOOL SA” convened and decided the liquidation and dissolution of that company due to its inactivity within
the last years and its accumulated loss.
11
On October 4
th
2023, the Minutes of the General Meeting of that subsidiary, with date September 29, 2023,
and which approved the final liquidation-end balance sheet with date September 29, 2023 have been
submitted to the General Commercial Registry (G.E.MI.)
with registration number 3792528. Therefore, the
Group’s subsidiary “GREEK BAKING SCHOOL SA” has been removed from the General Commercial Registry
(G.E.MI.).
Issuance of Bond Loan
On June 20, 2023 the Company proceeded with the issuance of a bond loan of total amount of € 15,0 million
in order to refinance its existing borrowing and cover its working-capital needs. The loan term is for one year
with a possible extension for a further two years. The loan has been granted by “National Bank of Greece
SA”.
Issuance of Bond Loan of the Group’s subsidiary “KENFOOD SA”
On June 27, 2023 the Group’s subsidiary “KENFOOD SA” proceeded with the issuance of a bond loan of total
amount of € 3,5 million in order to refinance its existing borrowing and cover its working-capital needs. The
loan term is for one year with a possible extension for a further two years. The loan has been granted by
“National Bank of Greece SA” with the guarantee of the parent Company of the Group.
Completion of the audit of the investment of the Group’s subsidiary «LOULIS MEL-BULGARIA
EAD» in Sofia, Bulgaria
On September 8
th
2023 the Bulgarian Investment Agency completed the audit of the Group’s investment
«LOULIS MEL-BULGARIA EAD» in the industrial zone of Bozhurishte in Sofia, Bulgaria, and provided the
company with the relevant certification
of fulfilment of its investment obligations. The investment concerned
the purchase of land from the
company “National Company Industrial Zones”, which is under the supervision
of the Ministry of Finance of Bulgaria, with a view to make the relevant investment. On April 12
th
2021 the
Group’s subsidiary began the construction of a cereal silo with a capacity of 7.000 tonnes in the
aforementioned plot, with the cost of the investment having been budgeted at € 2,8 million.
The Group’s
subsidiary completed the above investment on time, in accordance with the terms of the contract.
Participation in Share Capital increase of the Group’s subsidiary “KENFOOD SA”
On October 13, 2023 the Company decided to participate in the share capital increase of its subsidiary at a
rate of 99.99% "KENFOOD SA” by full payment of the total amount of the share capital increase €
5.016.000,00 with the aim to cover its subsidiary’s whole participation as submitted to the Development Law
4887/2022 for granting aid with file code ΥΠΕ/07/8/31667/02 and to further support its cash needs.
In particular, on October 16, 2023 the Extraordinary General Meeting of the Shareholders of "KENFOOD SA”
decided by a vote of 200.000, i.e. 100% of its share capital the share capital increase by € 1.650.000,00 with
the issuance of 165.000 new common registered shares of the amount of € 10,00 per share and with a sale
price of € 30,40 each. The funds that were raised from that share capital increase in cash amounted to €
5.016.000,00 and have been distributed as follows: € 1.650.000,00 (equal to 165.000 shares X € 10 each)
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for the share capital increase and € 3.366.000,00 (equal to 165.000 shares X € 20,40 each) to the credit of
the account “Reserve from Issue of Shares for the Premium”.
Consequently, the share capital of "KENFOOD SA”, after the above increase, amounts to € 3.650.000,00
divided into 365.000 common registered shares with nominal value of € 10,00 per each.
It should be noted that the amount of € 1.492.631,20 from the total aforementioned share capital increase
represents the cover of the participation of "KENFOOD SA” as submitted to the Development Law 4887/2022
with file code ΥΠΕ/07/8/31667/02 which concerns “Building and Engineering Expansion of Existing Production
Unit of Mixtures for Bakery and Pastry at Ampelochori of Viotia, Prefecture of Central Greece” of a total
investment cost at € 2.952.262,40.
D. Future Performance and Development
The vision of LOULIS FOOD INGREDIENTS SA is "to create value for human nutrition”. The continuous
commitment of the Management is to keep that vision in order the Group to remain the undoubtful leader
and pioneer in the market. In particular, the mission of the Group is:
• to produce and distribute innovative raw materials of high quality as well as render high-level services in
the food market
• to pioneer and develop with social and environmental responsibility with respect to its three centuries
tradition as well as to create value for its customers, employees, shareholders and the society.
• to be the leader in the market of Southeast Europe and at the same to time enforce its export orientation
with environmental and social responsibility.
Within the last years the Group is continually evolving. The Group is not anymore a flour mill only, yet it has
evolved into a producer and distributor of raw materials, supporting bakers and pastry-makers with goods
and services. For 2024, the group firstly aims to achieve its annual business goals and secondly to set the
foundations for its long-term development.
The main strategic orientations and priorities of the Group for 2024 are:
• Increase HO.BA.RE.CA. sales (Hotel, Bakery, Restaurant, Café).
• Development of B2C sales. Maintaining the leadership in the preference of Greek consumers and
development with quality and innovative new products.
• Development of the sales network in Bulgaria aiming in sales with greater profitability.
• Product Superiority. Improvement of the quality and diversity of the existing provided products and
services. To produce innovative and of high quality new products in the following years.
• Operational Efficiency. Increasing productivity in order to decrease production cost.
• Environment, Society and Governance. Emphasizing sustainability and social activation. Optimization of
the corporate governance’s mechanisms.
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The foreseen performance for 2024 depends to a great extent on the continuous uncertainty in the local and
international markets resulted from the growing geopolitical tensions and the difficult macroeconomic
environment due to inflationary pressures, increases in interest rates and disruptions in energy market.
Within 2024 consumption of food products within the Eurozone is expected to moderately rise and continue
to recover compared to the previous year in line with the expected inflation decline and the uncertainty of
the security of energy supply and pricing, having a positive effect on the financial results of the group. In
any case, the effect in the following period as well as the recovery course cannot be estimated since they
depend on the course of indicators and figures such as international commodity prices, energy cost, local and
regional demand, the effect from the monetary and fiscal policy measures etc., facts that the Group is not
able to influence.
The competitive production basis, the storage and supply facilities, the strong operating performance and
the adequacy of the financial liquidity are significant competitive advantages which shall allow the
continuation of the successful course, the smooth implementation of the Group’s strategic plan and to ensure
the business viability of the Group.
Ε. Main Risks and Uncertainties for the Next Year
The Group has developed and applied an effective “Business Risk Management System” for recognizing,
assessing, managing, treating and monitoring business risks. Management applies appropriate and affective
policies, procedures and tools in order to take into account and effectively manage corporate risks in the
process of taking the best decision mainly for the Group’s smooth business operation.
Management continuously assesses the possible effect of any changes in the macroeconomic and financial
environment within the countries the Group operates so as to ensure that all the appropriate actions and
measures shall be taken in order to minimize any impact on the Group’s activities.
Based on current assessment, Management has concluded that additional impairment provisions of financial
and non-financial assets at December 31, 2023 are not necessary.
The main risks that the Group is exposed to and is likely to face next year are as follows:
Macroeconomic Environment
The macroeconomic conditions continue to be subject to instability both in Greece and globally by the financial
risks derived from significant geopolitical tensions as well as the fluctuation of interest rates, the disruptions
in energy market and the inflationary pressure which led prices of raw materials to increase.
Management continuously assesses the possible effect of any changes in the macroeconomic and financial
environment within the countries the Group operates taking into account the international financial
developments, so as to ensure that all the appropriate actions and measures shall be taken in order to
minimize any impact on the Group’s activities.
Growing inflation and high prices of energy have affected the financial and operational performance of the
Group. Management closely monitors macroeconomic developments and the financial perspectives in order
to minimize uncertainties and risks.
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Risk form Russian Invasion in Ukraine
The Group does not operate in Ukraine and Russia. However, the geopolitical uncertainty led to higher
inflation and increased instability in energy market affecting the overall financial environment, conditions that
may possibly continue to exist. Moreover, there is increased risk from disruptions in the global supply chain.
Regarding cereal markets, during the period that imports from the countries involved have been banned the
Group timely found alternative supply solutions from the rest wheat-producing countries in Europe.
Management continuously monitors the developments and possible effect on turnover, results and financial
position of the Group from the increasing prices of raw materials, disruptions in the global chain supply and
high energy cost in order to take the appropriate measures for the smooth viability of the Group and the
Company.
Climate Change Risk
The increase in the average global temperature has caused many extreme natural disasters (disastrous
floods, frosts, heavy snowfall and large fires due to prolonged drought). Risks arising from climate change
effect and the transition to a low-carbon economy is expected to affect the majority of the business units
regarding viability issues. Taking into account the extreme natural disasters of recent years, management
takes all the appropriate action so as to remove or minimize problems that may arise, beyond insurance
coverage for insurable risks.
Credit Risk
The Group does not have significant concentration of credit risk in any of its contracting parties, mainly due
to the large number of customers and the great dispersion of the Group's customer base.
The Management of the Group has adopted and applies credit control procedures to minimize its doubtful
receivables through the evaluation of the credit ability of its customers and the effective management of the
receivables before they become overdue. For the monitoring of credit risk, customers are classified according
to the maturity of their receivables, the historical background of their collection
taking into account future
factors relating to customers as well as the broader financial environment.
Additionally, the Group’s companies have an insurance contract that covers most of their claims. This contract
cannot be sold or transferred. Customers who are considered to be unreliable are reevaluated at every
reporting date and when a likelihood of non-recovery of these receivables occurs, a provision for doubtful
debts is formed.
Liquidity Risk
The Group keeps its liquidity risk at low levels through the availability of adequate cash or/and approved
bank credit limits ensuring the fulfillment of the Group’s short-term financial liabilities. The Group’s liquidity
ratio (current assets to current liabilities) amounted to 1,84 at December 31, 2023 towards 2,23 in the
previous year.
For the monitoring and management of liquidity risk the Group forms cash flow projections on a regular basis.
15
Interest Rate Risk
The Group’s expοsure to the risk of changes in the interest rates relates to its short-term and long-term
loans. The Group manages interest rate risk through keeping all loans at variable interest rates and at the
same time the Group has entered into contracts of interest rate swaps in order to gain a fixed cost of long-
term borrowing from a Euribor-index change.
The table below presents the sensitivity of the Earnings Before Tax of the Group and the Company if the
interest rates change by one percentage point:
Sensitivity Analysis on Interest Rate Changes
Interest Rate Volatility
Impact on Company’s EBT
Impact on Group’s EBT
01.01.2023
31.12.2023
1,00%
-537.307
-634.730
-1,00%
537.307
634.730
01.01.2022
31.12.2022
1,00%
-664.267
-786.048
-1,00%
664.267
786.048
Exchange Rate Risk
The Group operates in Southeast Europe and as a result any change in the operating currencies of those
countries towards other currencies exposes the Group to risk of exchange rate. The main currencies involved
in the Group’s transactions are Euro and Bulgarian Lev.
The Group's Management continuously monitors the foreign exchange risks that may arise and assesses the
need for action, yet at the moment there is no such risk since the exchange rate between the two currencies
is stable from 1 January 1999 (BGN 1.95583 = EUR 1).
Risk of Inventory Loss
The Management of the Group takes all the necessary measures (insurance, storage) in order to minimize
the risk and the contingent loss due to inventory loss from natural disasters, thefts, etc. Moreover, due to
the inventory΄s high turnover ratio and the simultaneous inventory’s long duration (expiry date), the risk of
their obsolescence is very limited.
Risk of Price Fluctuation of Raw Materials
The Group is exposed to risk derived from the fluctuation in prices of the used raw materials for its products.
The fluctuation in prices of the raw materials during the recent years as well as the general economic crisis
lead to the conclusion that this fluctuation will continue to exist. Therefore, exposure to that risk is considered
high and for that reason the Group's Management takes all the necessary measures in order, firstly, to
eliminate the Group’s exposure to that risk through achieving specific agreements with its suppliers and the
use of derivative financial instruments and secondly, to timely adjust its pricing and commercial policy.
16
Other Operating Risks
Management has installed a reliable “System Of Internal Control” in order to detect malfunctions and
exceptions within its commercial operations. In this context, operational, strategic, regulatory, financial and
legal risks as well as risks relating to information systems are assessed and monitored.
The Group is exposed to operational risks which Management treats them either with safeguards or
transferring the risk to third parties (e.g. insurance companies). Property insurance and other risk cover are
adequate.
F. Alternative Performance Measures (APMs)
According to the ESMA/2015/1415en Guidelines on Alternative Performance Measures (APMs) of the
European Securities and Markets Authority, an Alternative Performance Measure (APM) is a financial measure
of historical or future financial performance, financial position or cash flows, which is not defined or provided
in the current Financial Reporting Framework (IFRS). APMs typically arise from or are based on financial
statements prepared in accordance with the current Financial Reporting Framework (IFRS), primarily with
the addition or deduction of amounts from the figures presented in the Financial Statements.
The Group uses to a limited extent Alternative Performance Measures (APMs) when publishing its financial
performance, in order to better understand the Group's operating results and financial position.
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)
The indicator Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) ,which aims to a better
analysis of the Group’s and Company’s results, is estimated as follows: Profit/(Loss) before tax, as adjusted
by the addition of "Financial Expenses" and "Depreciation", without including the items "Financial Income",
"Fair Value valuation of bonds and participations", “Other Expenses” and “Other Income” (excluding “Other
Operating Income”). The margin of this indicator is calculated as the ratio of the "Earnings before Interest,
Tax, Depreciation and Amortization (EBITDA)" with the total of "Sales".
Group
Company
2023 2022
2023 2022
Sales
202.745.766
197.908.200
176.663.442
173.303.050
Profit/(Loss) before Tax 8.305.531 2.435.721
8.095.800 1.280.084
Other Income (excluding Other Operating Income) (736.218) (815.871)
(249.770) (812.439)
Other Expenses 2.108.623 1.970.273
1.177.773 1.927.064
Fair Value valuation of bonds and participations 466.954 872.638
506.078 872.638
Financial Income (7.550.276) (5.028)
(7.670.684) (133.116)
Financial Expenses 5.206.439 2.457.358
4.613.802 2.211.295
Depreciation
6.342.752
5.238.177
5.632.794
4.710.080
Earnings before Interest, Tax, Depreciation and
Amortization (EBITDA)
14.143.805
12.153.268
12.105.793
10.055.606
Earnings before Interest, Tax, Depreciation and
Amortization (EBITDA) margin)
6,98%
6,14%
6,85%
5,80%
17
Earnings before Interest and Tax (EBIT)
The indicator Earnings before Interest and Tax (EBIT), which serves the better analysis of the Group’s and
Company’s operating results, is estimated as follows : Profit/(Loss) before tax, as adjusted by the addition of
"Financial Expenses", without taking into account the items "Financial Income", "Fair Value valuation of bonds
and participations", “Other Expenses” and “Other Income” (excluding “Other Operating Income”). The margin
of this indicator is calculated as the ratio of the "Earnings before Interest and Tax (EBIT)" with the total of
"Sales".
Group
Company
2023 2022
2023 2022
Sales
202.745.766
197.908.200
176.663.442
173.303.050
Profit/(Loss) before tax
8.305.531
2.435.721
8.095.800
1.280.084
Other Income (excluding Other Operating Income) (736.218) (815.871)
(249.770) (812.439)
Other Expenses 2.108.623 1.970.273
1.177.773 1.927.064
Fair Value valuation of bonds and participations
466.954
872.638
506.078
872.638
Financial Income
(7.550.276)
(5.028)
(7.670.684)
(133.116)
Financial Expenses 5.206.439 2.457.358
4.613.802 2.211.295
Earnings before Interest and Tax (ΕΒΙΤ)
7.801.053
6.915.091
6.472.999
5.345.526
Earning before Interest and Tax (ΕΒΙΤ) margin
3,85%
3,49%
3,66%
3,08%
Total Net Borrowing
The “Total Net Borrowing” is one ESMA that the Management uses to evaluate the capital structure of the
Group and the Company. It is estimated as the sum of the items “Long-term Borrowing Liabilities “and “Short-
term Borrowing Liabilities”, net of the item “Cash and Cash Equivalents”.
Group
Company
2023
2022
2023
2022
Long-term Borrowing Liabilities 35.001.739 60.077.548
30.525.000 53.675.000
Short-term Borrowing Liabilities
28.471.255
18.527.222
23.205.739
12.751.710
Cash and Cash Equivalents
(8.915.023)
(11.013.927)
(6.814.932)
(8.977.563)
Total Net Borrowing
54.557.971
67.590.843
46.915.807
57.449.147
G. Corporate Governance Statement
According to par. 1 article 152 of Law 4548/2018, the Corporate Governance Statement is included in the
Annual Report of the Board of Directors of “LOULIS FOOD INGREDIENTS SA” for the fiscal year 1/1-
31/12/2023. The reference date of the Corporate Governance Statement is 31.12.2023.
18
Corporate Governance Code
In compliance with article 17 of Law 4706/2020 and upon the decision of the Board of Directors dated on
25.06.2021, the Company applies the Hellenic Corporate Governance Code of the Hellenic Corporate
Governance Council (HCGC) (June 2021), taking into consideration the relevant amendments of the legislative
framework, the regulations and the best international practices of corporate governance as in force.
The Hellenic Corporate Governance Code is posted on the website of the Hellenic Corporate Governance
Council: https://www.esed.org.gr/web/guest/code-listed
Apart from the website of HCGC the Code is available on the official corporate website of the Company:
https://www.loulis.com/kodikas-etairikis-diakyvernisis
A description of the deviations of the Company from some special practices of the Hellenic Corporate
Governance Code and a brief justification of such deviations follow:
Non-compliance/deviation from special practices
Section Α – Board of Directors
2.4. Remuneration of Members of the Board of Directors
2.4.14. The contracts of the executive members of the Board of Directors provide that the Board of Directors
may require refund of all or part of the bonus awarded, due to breach of contractual terms or incorrect
financial statements of previous years or based generally on incorrect financial data, used for the calculation
of this bonus.
Such a provision is not included in the contracts of the executive members of the Board of Directors since
the Remuneration Policy of the Company includes a corresponding term: “The payment of variable
remuneration can be cancelled upon decision of the BoD in case the receiver has proven to have breached
the Corporate Principles Code of the Company or has been convicted by a Criminal Court or in case the
payment of the variable remuneration was based on corporate profit data that subsequently proved to be
incorrect”. Therefore, the adoption of the relevant practice of HCGC is not considered appropriate and no
significant risk is estimated to arise from the above deviation.
Practices of Corporate Governance additional to Law
The Company does not apply Practices of Corporate Governance additional to the requirements of the
relevant legislation.
Main characteristics of the Company’s Internal Auditing and Risk Management Systems in
relation to the procedure for preparing financial statements
The Company applies Corporate Governance System which includes the Internal Auditing System. The
Internal Auditing System (IAS) is the set of internal auditing mechanisms and procedures, including risk
management, internal auditing and regulatory compliance, which covers on a continuous basis every activity
of the Group and contributes to its safe and efficient operation.
The Internal Auditing System includes but it is not limited to the following characteristics:
19
• Control Environment, consisting at least of the followings:
o Integrity, Ethical Values and Management Behavior
o Organizational Structure
o Board of Directors
o Corporate Responsibility
o Human Resources
• Risk Management
• Control Activities
• Information & Communication
• Monitoring Activities in order to report findings for correction and improvement.
The Company’s Internal Auditing System aims therefore at achieving the following targets:
a) Consistent implementation of the business strategy along with the effective use of the available resources.
b) Effective operation of the Internal Auditing Unit the structure, operation and responsibilities of which are
defined by its Internal Auditing Charter.
c) Effective risk management, through the identification and management of significant risks linked with the
operation and activity of the Company, through management risk operation.
d) Completeness and reliability assurance of the required data and information for the ultimate and timely
determination of the Company’s financial and non-financial status and preparation of reliable financial
statements, according to article 151 of Law 4548/2018.
e) Company’s Effective compliance with the regulatory and legislative framework as well as the internal
auditing mechanisms of the Company’s operation through regulatory compliance.
The Board of Directors ensures that the Internal Auditing System’s functions are independent of the business
lines they control, including that they have the appropriate financial and human resources as well as the
authority to effectively perform their role. The reporting lines and the allocation of responsibilities are clear,
enforceable and duly documented.
In addition to the
Internal Auditing System, the Board of Directors annually reexamines the corporate strategy
and the main business risks affecting the Company.
The Internal Auditing Unit of the Company audits the proper implementation of each procedure and internal
auditing system regardless of its accounting or non-accounting nature and assesses the company through
reviewing its activities, acting as a service accountable to Management. Its main mission is monitoring and
improvement of the policies of the Company and of its subsidiaries (hereinafter “Group”) and the advisory
support to the BoD through submitting relevant proposals regarding the Internal Auditing System.
20
The Internal Auditing System aims, among others, at achieving completeness and reliability assurance of the
required data and information for the ultimate and timely determination of the Company’s financial financial
status and preparation of reliable financial statements. Regarding the preparation of financial statements the
Company declares that the financial reporting system of the Company uses an accounting system sufficient
enough for reporting to Management as well as to other third-party users.
The Financial Statements as well as other reports referring to management are prepared on a separate and
consolidated basis in accordance with International Financial Reporting Standards (IFRS) as adopted by the
European Union (EU) for reporting purposes to management and for publishing purposes, according to the
applicable regulations. Management information as well as financial information for publishing include all the
necessary information regarding an updated internal auditing system including sales analysis, cost/expenses,
operating profit as well as other data and ratios. All reports to management include current data compared
with the corresponding data of the previous referring period. All the published interim and annual financial
statements include all the required information and disclosures on the financial accounts, in accordance with
International Financial Reporting Standards (IFRS) as adopted by the European Union (EU), are being
reviewed by the Audit Committee and correspondingly are being approved by the BoD as a whole.
The Company has developed and applies policies and procedures for the preparation of the financial
statements to ensure their credibility and compliance with legislation and regulations that affect their
preparation and publishing.
These procedures relate to the proper audit and recording of revenue and
expenditure, as well as the monitoring of the status and value of the Company’s assets.
The implemented policies and procedures, relating to the preparation of the financial statements concern
among others:
• Procedures for closing periods that include the submission deadlines, responsibilities, classification and
analysis of the accounts and updates for the necessary disclosures.
• Reconciliation of the account balances of Customers and Suppliers and other receivables and liabilities, at
a regular time basis.
• Procedures that ensure that the transactions are recognized in accordance with the International Financial
Reporting Standards.
• Reconciliation of the bank accounts and borrowing accounts kept by the Company at approved Banks on
a monthly basis.
• Audit and reconciliation of the cheques receivable and cheques payable.
• Forming provisions for the Company’s receivables and liabilities when the supporting documents have not
yet been obtained.
• Carrying out inventory physical counting and audit of the warehouse imports – exports on a monthly
basis.
• Audit and reconciliation of sales with the documents issued.
21
• Implementation of policies and procedures for areas such as significant purchases, payment and collection
procedures, managing inventories, etc.
• Implementation of procedures for entries being made by different people within the context of segregation
of duties.
• Approvals and procedures for the correct entry of the Company’s expenses into the accounts of the applied
chart of accounts and the correct cost center;
• Procedures for purchase approvals, register and monitoring of assets and charging of the proper
depreciation amounts;
• Procedures for monitoring and managing staff and payroll liabilities.
• Procedures that ensure the proper implementation of the Company’s applied accounting chart and that
the access and the changes made to it through the Company’s Information System are only carried out
by authorized users in specified area of responsibility.
At the end of each period the accounting department of the Company conducts the required actions for the
preparation of the Financial Statements according to law.
The Information System of the Company is continually being developed and upgraded in close cooperation
with a competent IT Company in order to adjust to the Company’s continuously growing and specific needs
for the support of the Company’s long-term goals and prospects.
In addition, safeguards are applied regarding:
a) identification and risk assessment in relation to the credibility of the financial statements,
b) management planning and monitoring regarding financial figures,
c) fraud prevention and revealing,
d) roles/responsibilities of staff,
e) process of period-closing including consolidation (e.g. procedures, accesses, approvals, reconciliations
etc.) and
f) assurance of the provided data from the information systems.
The preparation of the internal reports to Management and the required reports by Law 4548/2018,
the
International Financial Reporting Standards and the supervising authorities are conducted by the Financial
Administration which consists of qualified and experienced executives for that purpose.
Management ensures that those executives update their knowledge regarding any changes in accounting and
tax issues relating to the Company and the Group. The Company has implemented separate procedures for
gathering the required data from the subsidiaries and ensures the reconciliation of each transaction and the
implementation of the same accounting policies by the Group’s companies.
22
Risk Management of the Company targets to adequately and effectively support the BoD in identifying,
assessing and managing significant risks related to the operation and activity of the Company and the Group
through appropriate and sufficient policies, procedures and tools.
The Regulatory Compliance of the Company aims at supporting the BoD to full and continuous compliance of
the Company towards the legislative and regulatory framework in force and the internal Regulations and
Policies governing its operation, providing anytime a clear view of the level of achievement of that objective.
The implemented policies and procedures are being assessed and redefined when they found to be
inadequate or when it is required by changes in the applicable legislation.
Evaluation of the Internal Control System Report and Application of the provisions of Corporate
Governance
In accordance with case i par. 3 and 4 of art. 14 of Law 4706/2020 and the decision 1/891/30.09.2020 of
the BoD of the Capital Market Commission,
as they amended and apply, the procedure of the periodic
evaluation of the ICS of the Company and of its significant subsidiaries by an Independent Evaluator is
determined as well as the preparation of an Evaluation
Results Report of ICS. The first evaluation of the ICS
has been completed on March 31, 2023 with reference date December 31, 2022 and reference period from
the date art. 14 of Law 4706/2020 entered into force i.e. July 17,2021.
Based on this, the Company, by decision of the BoD, commissioned
ASSOCIATED CERTIFIED PUBLIC
ACCOUNTANTS S.A., member of Crowe Global network, Fokionos negri 3, 112 57, Athens and R.N. S.O.E.L.:
125, the work “Evaluation of the Internal Control System”, for the evaluation of the adequacy and
effectiveness of ICS of the Company and of its significant subsidiaries with a reference date of 31.12.2022.
The evaluation of ICS has been conducted by Mrs. Latifi Adamantia, Certified Auditor Accountant with R.N.
S.O.E.L.: 33191 and took place between 09/11/2022 until 14/03/2023.
The Adequacy and Effectiveness Evaluation Report of ICS (Summary) has been prepared in accordance with
the International Standard of Assurance Work 3000 “Assurance Engagements Other than Audits or Reviews
of Historical Financial Information”, which is integral part of Evaluation Results Report of ICS of the Company.
The Evaluation Report includes all the audit chapters as defined in chapter ii.b of the Decision
1/891/30.09.2020 of the the BoD of the Capital Market Commission. The aforementioned Evaluation Report
has been submitted to the BoD of the Company and does not include material findings. Therefore, the Report
does not conclude to a qualified opinion of the Independent Evaluator.
The next evaluation of the adequacy and effectiveness of the ICS of the Company and of its significant
subsidiaries refers to the period 01/01/2023 to 31/12/2025 and must be completed until 31/03/2026.
The curriculum vitae of the Company’s Internal Auditor follows:
Zakinos Cohen, Internal Auditor
He is Economist, born in Volos in 1979. After completed successfully his studies in Business Administration at
University of Piraeus he continued his post- graduate studies at Bonn University of Germany, where he
completed postgraduate course LLM and specifically “European Regulation of Network Industries” acquiring
23
expertise in union law of regulatory authorities and competition. He has been for many years store Manager
of a large retail company. From 2015 until 2019 he has been Deputy General Director of the strategic
importance on-port terminal cereal-silo of the company “Al Dahra Holding LLC” in UAE and upon his return
to Greece he has been appointed as Office Director of the General Secretariat of Tourism Policy and
Development in the Ministry of Tourism. For the time being, he is appointed as internal auditor of the company
“LOULIS FOOD INGREDIENTS SA” (former “LOULIS MILLS”) while in 2022 he has been elected member of
the Disciplinary Board of the Institute of Internal Auditors of Greece.
General Meeting of Shareholders
Operation and main authorities of the General Meeting
The General Meeting is the supreme body of the Company, and may decide for each corporate case and rule
on all matters submitted to it. The role, powers, convening, participation, the ordinary and extraordinary
quorum and majority of runners, the Bureau, the Agenda and the overall operation of the General Meeting
of Shareholders of the Company are described in the Articles of Association of the Company, as it has been
updated on the basis of the provisions of law 4548/2018, as amended.
In particular, the General Meeting is exclusively responsible to decide on:
• amendments to the Articles of Association, as they considered, however, the increases or reductions in
the capital. The decisions for the amendment of the Company’s Articles of Association are vaild, if not
prohibited by an explicit provision of it,
• election of the BoD members and Auditors,
• approval of the Company's balance sheet,
• distribution of annual profits,
• merge, split, convert, revival, extension of duration, or dissolution of the company and
• appointment of liquidators
Within the provisions of the aforementioned paragraph the followings are not included: a) increases decided
in accordance with the article 24 of codified law 4548/2018 by the Board of Directors, as well as increases
imposed by provisions of other laws, b) the amendment or adjustment of provisions of the Articles of
Association by the Board of Directors in accordance with article 117, paragraph 2(b) law 4548/2018, c) the
appointment of the first BoD by the Statute, d) the election of Directors according to the Company’s Articles
of Association pursuant to article 82 of law 4548/2018, for the replacement of the resigned ones, deceased
or lost their property in any other way, e) absorption of according to article 117 par. 2(e) of law 4548/2018
of a limited company from another company that owns 100% of its shares and f) possibility of profit
distribution or optional reserves within the current fiscal year by decision of the Board of Directors, if
authorized by the General Meeting.
24
The election of the members of the Audit Committee is included among the General Meeting’s duties in
accordance to law 4449/2017 and the Company’s Business Rules of Procedure of the Audit Committee.
The decisions of the General Meeting are binding for the shareholders who are absent or disagree.
The General Meeting of Shareholders shall be convened by the Board of Directors at all times and regularly
convenes at the registered office of the Company or to another district of Municipality within the county of
the registered office of the Company or other adjacent municipality of the registered office of the Company,
at least once per fiscal year and always within the first six months of the end of each fiscal year. The General
Meeting can meet and at the district of the municipality where it is located the headquarters of the Athens
Stock Exchange.
The Board of Directors may convene an extraordinary meeting of the General Meeting of shareholders if
deemed necessary or if requested by shareholders representing the required percentage according to law
and the Company’s Articles of Association.
The General Meeting, with the exception of repetitive meetings and those assimilated, convene at least twenty
(20) days before the date set for the meeting. It is clarified that non-working days are also counted. The day
of publication of the invitation and the day of the meeting are not counted.
At the invitation of the shareholders in General Meeting, should be determined the date, the day, the hour
and the venue where the Meeting will be held, the agenda issues, shareholders who are entitled to participate,
as well as precise instructions about the procedure in which shareholders will be able to participate in the
meeting and to exercise their rights in person or through a representative or possibly remotely.
Invitation of a general meeting is not required when shareholders are all present or represented for the entire
share capital and none of them disagree for conducting the meeting and decision-making.
The General Meeting is to meet quorum and valid for agenda topics when the shareholders being present or
represented, represent one fifth (1/5) of the paid-up share capital.
If this quorum is not achieved the General Meeting shall meet again within twenty (20) days from the day of
the meeting that was aborted after inviting the shareholders before ten (10) days. The Repeat Meeting shall
be valid for the items of the original agenda irrespective of the represented percentage of the share capital
is present.
The decisions of the General Meeting are taken by absolute majority of votes represented therein.
In the case decisions are to be taken by the General Meeting concern restrictively: a) change of nationality
of the Company, b) extention, merge, split, convert, revival or dissolution of the Company, c) change of the
purpose of the Company, d) increase of the share capital, which is not provided in the Company’s Articles of
Association, in accordance with paragraphs 1 and 2 of article 24 of codified law 4548/2018 unless imposed
by law or is made by the capitalization of reserves, e) reduction of share capital, unless made in accordance
25
with paragraph 5 of article 21 or paragraph 6 of article 49 of law 4548/2018, f) change the way of distribution
of profits, g) increase the liabilities of the shareholders, h) conversion of name shares to bearer shares or
bearer shares to name shares, i) granting or renewal of authority to the Board of Directors to increase the
share capital in accordance with article 24 paragraph 1 of law 4548/2018, the General Meeting shall form
quorum, meet valid and can take legitimate decisions on the agenda when present or represented in that
shareholders up to two thirds (2/3) of the paid-up share capital.
The General Meeting is chaired temporarily, and until the election of president by the General Meeting, by
the Chairman of the Board of Directors or his Deputy, or if they are not presented, by another member of
the Board of Directors, or if not attended any Board Member, a person who is elected from the Meeting. The
interim President shall appoint a temporary secretary who will count the votes. After the declaration of the
list of the shareholders present as final, the General Meeting will proceed to the election of a President and
a Secretary, who will count the votes.
The discussions and decisions of the General Meeting are limited to matters which are included on the agenda.
Procedures for hearing and decision-making of the General Meeting are recorded in summary form in a special
minute book and shall be signed by the Chairman and the secretary. The President of the General Meeting,
on request of the shareholders, is obliged to record an accurate summary of the opinions expressed by those
shareholders on the Company’s record. The minutes should also include the list of shareholders who were
present or represented at the meeting, as well as the number of shareholders and their vote. In case that
only one (1) shareholder is present at the General Meeting, it is mandatory the presence of a notary, who
subscribes to the Minutes.
Rights of the shareholders and how to exercise those rights
Rights of participation and voting
The shareholders shall only exercise their rights, regarding the Company’s management, at the General
Meetings and in accordance with the provisions of the law and the Articles of Association. Every share
represents one vote at the General Meeting, subject to the provisions of the article 36 & 38 par. 4 of Law
4548/2018, as in force.
Anyone who appears as a shareholder on the records of the Intangible Securities System of the Company
that is managed by the “Hellenic Exchange SA” (HESA), which keeps the Company’s securities (shares), may
participate at the General Meeting. The verification of the shareholder status is made with the submission of
the relevant written certification that is issued by the aforementioned body or alternatively through the direct
online connection between the Company and the records of the mentioned above body. The shareholder’s
capacity must exist upon the record date, namely at the beginning of the fifth (5
th
) day prior to the convening
of the General Meeting, and the relevant certification or online certification regarding the shareholder capacity
must have been obtained by the Company at the latest on the third (3
rd
) day prior to the convening of the
General Meeting.
26
For the Company, the right to participate and vote at the General Meeting is only exercised by the person
holding the shareholder’s capacity upon the corresponding record date. In case of non-compliance with the
provisions under article 124 of Law 4548/2018, the aforementioned shareholder may only participate in the
General Meeting after it has received its permission.
It is noted that the exercise of the mentioned above rights (participation and voting) does not require the
blocking of the holder’s shares or the application of any other equivalent procedure, which restricts the
capacity to sell and transfer these shares during the intervening period between the record date and the date
of the General Meeting.
The shareholder may participate and vote at the General Meeting in person or via representatives. Every
shareholder may appoint up to three (3) representatives. Legal entities may participate in the General Meeting
by appointing up to three (3) natural persons as their representatives. Nevertheless, if the shareholder holds
the Company’s shares, which appear on more than one security accounts, that restriction does not prevent
the shareholder from appointing different representatives for the shares that appear on each securities
account in relating to the General Meeting. A representative acting for more than one shareholders may vote
differently for each shareholder. The shareholder’s representative is required to notify to the Company prior
to the commencement of the General Meeting every specific fact that may be useful for the shareholders to
evaluate the risk the representative to serve other interests apart from the interests of the represented
shareholder. Within the definition of this paragraph, a conflict of interest may arise specifically when the
representative:
a)
is a shareholder that is exercising control over the Company or another legal person or entity that is
controlled by that shareholder;
b)
is a member of the Board of Directors or person of the Company’s general management or a shareholder
exercising control over the Company or shareholder of another legal person or entity that is controlled by a
shareholder that is exercising control over the Company;
c) is the Company’s employee or Company’s Certified Auditor or a shareholder that is exercising control over
the Company or shareholder of another legal person or entity that is controlled by a shareholder that is
exercising control over the Company;
d) is the spouse or a relative of 1
st
degree to one of the natural persons that subject to cases (a) to (c).
The appointment and revocation of the shareholder’s representative shall be made in writing and
communicated to the Company in the same way at least three (3) days prior to the date of the General
Meeting.
Other rights of the shareholders
Ten (10) days prior to the Regular General Meeting every shareholder may receive copies of the Company’s
annual financial statements and reports by the Board of Directors and the Auditors. These documents must
have been submitted in time in the Company’s offices by the Board of Directors.
27
On request of the shareholders that represent one-twentieth (1/20
th
) of the paid up share capital the Board
of Directors is obliged to convene an Extraordinary General Meeting of the shareholders, by appointing its
date, which cannot be later than forty-five (45) days after the date upon which the request was submitted
upon the Chairman of the Board of Directors. The application shall contain the objective of the agenda. If the
General Meeting is not convened by the Board of Directors within twenty (20) days from the submission of
the relevant request, the meeting shall be convened by the petitioning shareholders at the Company’s
expense, by a resolution of the Single Member Court of First Instance where the Company’s registered offices
are based, which shall be issued under the interim relief proceedings. This decision shall specify the place
and time for the meeting, as well as the agenda.
An application by the shareholders that represent one-twentieth (1/20
th
) of the paid up share capital shall
compel the Board of Directors to enter additional matters on the agenda of the General Meeting that has
already been convened, if the relevant application is received by the Board of Directors at least fifteen (15)
days prior to the General Meeting. The additional matters must be disclosed or notified at the responsibility
of the Board of Directors in accordance with article 122 pursuant to Law 4548/2018, at least seven (7) days
prior to the General Meeting. If these matters are not published, the petitioning shareholders are entitled to
request the adjournment of the General Meeting in accordance with paragraph 2 under article 141 pursuant
to Law 4548/2018 and to personally proceed with the publication in accordance with the provisions of the
previous section, at Company’s expense.
An application by shareholders that represent one-twentieth (1/20
th
) of the paid up share capital shall compel
the Board of Directors to make available to the shareholders, at least six (6) days prior to the date of the
General Meeting, drafts of resolutions on matters that have been included in the initial or the revised agenda,
where the relevant application has been received by the Board of Directors at least seven (7) days prior to
the date of the General Meeting.
Following an application by any shareholder, submitted to the Company at least five (5) clear days prior to
the General Meeting, the Board of Directors is required to provide the General Meeting with the required
specific information concerning the affairs of the Company, to the extent that this is useful for making an
actual assessment of the matters on the agenda.
An application by shareholder/s that represent one-twentieth (1/20
th
) of the paid up share capital shall compel
the Chairman of the Meeting to postpone the decision-making for only one time regarding all or specific
matters by the Extraordinary or Regular General Meeting, by appointing a date for continuing the meeting
for the making of those decisions that are specified in the application by the shareholders, which cannot
however be greater than thirty (30) days after the date of adjournment. The General Meeting after an
adjournment constitutes a continuation of the previous meeting and it is not necessary to repeat the
formalities for publishing the invitation to the shareholders, wherein new shareholders may not participate
therein in observation of the provisions under article 141, paragraph 5 of Law 4548/2018.
An application by shareholders that represent one-twentieth (1/20
th
) of the paid up share capital, which must
be submitted to the Company five (5) clear days prior to the regular General Meeting, shall compel the Board
28
of Directors to inform the General Meeting regarding the amounts that have been paid for any reason by the
Company over the last two-year period to members of the Board of Directors or Managers or its other
employees, as well as any other agreement that has been made for any reason between the Company and
the same persons. Furthermore, an application by any shareholder, submitted in accordance with the
aforementioned, shall compel the Board of Directors to provide specific information regarding the Company’s
affairs to the extent that this is useful for the actual assessment of the matters on the agenda. The Board of
Directors may refuse to provide the requested information for insufficient reason while writing down the
relevant explanation in the Minutes. Such reason, under the circumstances, may be the representation of the
petitioning shareholders on the Board of Directors, in accordance with articles 79 or 80 of Law 4548/2018.
At request of shareholders that represent one-fifth (1/5
th
) of the paid up share capital, which must be
submitted to the Company within the deadline mentioned in the previous paragraph, the Board of Directors
shall compel to provide information to the General Meeting in relation to the course of the corporate affairs
and the Company’s assets status. The Board of Directors may refuse to provide the requested information
for insufficient reason while writing down the relevant explanation in the Minutes. Such reason, under the
circumstances, may be the representation of the petitioning shareholders on the Board of Directors, in
accordance with articles 79 or 80 of Law 4548/2018 as long as the relevant members of the Board of Directors
have been adequately informed.
If an application of shareholders that represent one-twentieth (1/20
th
) of the paid up share capital is
submitted, resolutions upon any matter on the agenda of the General Meeting shall be passed with a roll call.
The Company’s shareholders that represent one-twentieth (1/20
th
) of the paid up share capital have the right
to request an audit of the Company from the Single Member Court of First Instance in the region where the
Company is based, which shall adjudicate the matter on the basis of ex parte proceedings. The Audit shall
be ordered where actions are conjectured that violate the provisions in the law or the Articles of Association
or the resolutions by the General Meeting.
The Company’s shareholders that represent one-fifth (1/5
th
) of the paid up share capital have the right to
request an audit of the Company from the competent Court in the previous paragraph, where it is believed
from the whole course of the corporate affairs that the Management of the corporate affairs is not being
carried out as dictated by sound and prudent Management. This provision shall not be implemented on those
occasions where the minority requesting the Audit is represented on the Company’s Board of Directors.
Information according the provisions of article 152 par. 1d’ of Law 4548/2018 regarding
takeover bid offers.
It is noted that the information, according the provisions of article 152 par. 1d’ of Law 4548/2018, as required
by items c, d, f, h and i of par. 1 of article 10 of the Directive 2004/25/EC of the European Parliament and
European Council, with date April 21
st
2004, on takeover bid offers, is included within the Explanatory Report
of the Board of Directors (according to article 4 par. 7 and 8 of Law 3556/2007), chapter IA of the Annual
Report of the Board of Directors.
29
Composition and operation of the administrative, managing and supervising bodies of the
Company and of their committees.
Board of Directors
The Company is represented towards third parties as well as towards any Public, Judicial Authority or any
other Authority by its Board of Directors acting as a collective body.
The Board of Directors (BoD) is competent
to decide on any action relating to the management of the Company, management of its assets and the
achievement of its objectives according to the law, excluding matters for which the General Meeting is the
sole responsible body to decide on.
For any matter falling within the responsibility of representation or the Company’s management of The BoD,
the latter, upon its decision, can delegate the power of representation or management of the Company to
one or more persons, regardless of whether they are or not members of the BoD, excluding matters for which
the Law or the Articles of Association require collective action of the BoD as a collective body.
The BoD should effectively exercise its leading role and manage the corporate matters in favor of the
Company and the shareholders, ensuring that the Management implements the corporate strategy
demonstrating the diligence of a prudent businessman. Moreover the BoD should ensure the fair and equal
treatment of all the shareholders, including minority shareholders and foreign shareholders.
Composition and operation of the Board of Directors
According to article 16 of the Company’s Articles of Association the BoD shall be comprised of five (5) to nine
(9) members that are natural or legal persons, which are elected by the General Meeting of the Shareholders
by an absolute majority of the votes represented at the General Meeting. The members of the Board of
Directors may be re-elected and freely revoked.
The term of the members on the Board of Directors shall be for a period of 4 years commencing from the
meeting date of the General Meeting that elected the board and shall be extended until the expiry of the
deadline, within of which the immediately following Ordinary General Meeting must convene and until taking
such decision, in any case the term of the BoD cannot exceed sic (6) years.
The Board of Directors meets on every occasion required by law, the Articles of Association or the Company’s
needs, following an invitation by its Chairman or his/her deputy at the Company’s registered offices or the
Company’s branch at Keratsini (1 Spetson Street). The invitation must necessarily state with clarity the
matters on the agenda, or else the passing of resolutions shall be permitted only if all of the members on the
Board of Directors are present or represented and no one has objected to the decision-making.
The Board of Directors may validly convene outside its registered offices in any other domestic or location
abroad, on condition that all its members are present or represented at that meeting and no one has objected
to holding the meeting elsewhere and to decision-making.
30
The Board of Directors may convene via teleconferencing. In that case the invitation to the members of the
Board of Director shall include the necessary information regarding their participation at the meeting. The
Chairman or his/her lawful deputy shall chair the meetings of the Board of Directors.
The Board of Directors shall be in quorum and validly convene if half plus one of the directors are present or
represented, however the number of the directors present can under no circumstances be less than three
(3).
The decisions of the BoD are taken validly by absolute majority of the directors, who are present in person
or represented at the meeting.
A director who is absent may be represented by another director through a simple letter or telegraph that is
addressed to the Chairman of the Board of Directors. Every director may only represent one other director
and it is however necessary that at least three members are present at every meeting.
The discussions and the decisions of the BoD are recorded in summary in a special book, which may be kept
also according to a computer system. Upon an application of a member of the BoD, the Chairman is obliged
to record in the minutes an exact summary of his opinion. In this book is also recorded a list of the present
or represented at the meeting members of the BoD. The minutes of the BoD are signed by all the members,
who are present. If a member refuses to sign, reference shall be made to the minutes. Copies of the minutes
are officially issued by the Chairman or the Vice-Chairman, or by the Executive Director, without any other
execution thereof to be required. The signatures of the members or their representatives can be replaced by
email correspondence or other electronic means.
The Board of Directors has the right to transfer its authorities on every occasion by its special decision, which
shall be entered into the Minutes, (excluding of those that require collective action) on specific and individually
determined matters to one or more members of the Board of Directors or to other persons that shall act
alone or collectively. The Board of Directors may also assign the Company’s internal audit to one or more
persons that are not of its members and to members of the Board of Directors where it is not prohibited by
the law. These persons may further assign the exercise of the authorities that have been assigned to them
or a section thereof to other members or third parties, when this is provided by the decisions of the Board of
Directors.
a) If a director’s position is vacated due to death, resignation or under any whatsoever other cause, the
remaining members on the Board of Directors, which must be at least three (3), may elect a replacement
director. The term of the replacement director shall expire at the same date with the director’s term who has
been replaced would have expired. The decision of the election shall be submitted to the publication
requirements under Law and shall be announced by the Board of Directors at the immediately next General
Meeiting, which may replace the elected members, even if the relevant matter has not been entered on the
agenda.
31
b) In the aforementioned case of resignation, death, or loss of the capacity as a member of the Board of
Directors in any whatsoever way, the remaining members may continue managing and representing the
Company without replacing the missing members, in accordance with the hereinabove, on condition that their
number exceeds half of the members that were in place prior to the time the above events have occurred.
In any case, these members cannot be less than three (3).
c) In any case, the remaining members of the Board of Directors, regardless of their number, may proceed
with convening a General Meeting for the exclusive purpose of electing a new Board of Directors.
The current Board of Directors
The Company’s current Board of Directors has been elected by the Ordinary General Meeting of the
Shareholders on 22.06.2022 with a four (4) year term i.e. until 22/6/2026 which shall be extended until the
expiry of the deadline, within of which the immediately following Ordinary General Meeting must convene
and until taking such decision and was formed into a body upon the 22.06.2022 decision of the BoD.
On January 8
th
, 2024 the BoD unanimously decided and elected Mr. Arnoud van den Berg as a non-executive
member of the BoD, replacing the resigned non-executive member Mr. Gianluca Fabbri, for the remainder of
the BoD’s term i.e. until 22/6/2026. Following the aforementioned resignation of the non-executive member
of the BoD Mr. Gianluca Fabbri and his replacement by Mr. Arnoud van den Berg the members of the BoD
formed into body upon the 08.01.2024 decision of the BoD. The BoD of the Company is comprised of seven
members in total, two executive members, two non-executive members and three independent non-executive
members.
The BoD of the Company operates in accordance with its Charter which is posted on the Company’s site
(https://www.loulis.com
).
The following table includes the members of the current BoD, their designation and the beginning and the
end of their current term:
NAME
STATUS
BEGINNING OF
TERM
END OF TERM
Nikolaos Loulis
Chairman of the BoD, Executive
Member of the BoD
22.06.2022
22.06.2026
Elisavet Kapelanou-Alexandri
Vice-Chairman of the BoD,
Independent, Non-Executive
Member of the BoD
22.06.2022
22.06.2026
Nikolaos Fotopoulos
Chief Executive Officer – Executive
member of the BoD
22.06.2022
22.06.2026
Spyridon Theodoropoulos
Member of the BoD, Non-
Executive Member of the BoD
22.06.2022
22.06.2026
Arnoud van den Berg
Member of the BoD, Non-
Executive Member of the BoD
08.01.2024
22.06.2026
Konstantinos Macheras
Member of the BoD, Independent,
Non-Executive Member of the BoD
22.06.2022
22.06.2026
Georgios Taniskidis
Member of the BoD, Independent,
Non-Executive Member of the BoD
22.06.2022
22.06.2026
32
It is clarified that Mr. Gianluca Fabbri served throughout the year 2023 and until 8/1/2024 as a non-executive
member of the BoD, until his replacement, as described above, by Mr. Arnoud van den Berg.
CVs of BoD members – Suitability Assessment of BoD members – Independence Assessment of
Independent non-Executive members of BoD
The curriculum vitaes of the Company’s BoD Members follow:
Nikolaos Loulis, Chairman of the Board of Directors – Executive Member of the Board of
Directors
Nikolaos Loulis was born in 1986 in Volos. He holds a bachelor’s degree from Boston College, USA, where he
majored in both Finance and Accounting. Following his bachelor, he got a technical diploma on Flour Milling
Engineering from the Swiss Milling School of St. Gallen, Switzerland. Finally, in 2018 he completed his
postgraduate degree in Business Administration, MBA, at INSEAD. Since 2010, he is the Chairman of Loulis
Food Ingredients S.A. Under his leadership, Loulis Food Ingredients has evolved from purely a flour industry
to a bakery and confectionery ingredients production company, currently producing more than 800 different
raw materials for baking, with four production units in Greece and Bulgaria.
He is married, with 3 children, while in his free time enjoys running, reading history books, and loves open
sea sailing. From the above it is clear that he has proven long experience in every issue related to the business
activity of the Company and his participation in the BoD shall contribute very positively to the Company’s
long-term perspectives and achieving Company’s business goals.
In the light of the above, it is apparent that Mr. Loulis has every necessary qualification required by the
Suitability Policy of the Company, i.e. – professional training, experience, sufficiency of knowledge and skills,
guaranteed morality and reputation, independence of judgment, no conflict of interests and time
commitment.
Elisavet Kapelanou-Alexandri, Vice-Chairman of the Board of Directors, Independent, Non-
Executive Member of the Board of Directors
Elisavet Kapelanou – Alexandri is a Supreme Court Lawyer, member of the Athens Bar Association, Reg. No.
10366. She specializes in commercial, civil, tax and criminal law. Since she became a lawyer (1983) until
today that she is a Supreme Court lawyer, she practices the profession - in parallel with her activity as legal
advisor in Greek commercial companies. She has been a legal advisor in many companies of all kinds, but
mainly societe anonymes, listed and non-listed which, she has also represented before the Greek Courts. She
has been a third party legal advisor for the "Auxiliary Fund" (January 1997 - December 2002) and she has
been the Legal Advisor of the Panhellenic Federation of Publishers - Booksellers (POEB) (January 1993 – June
2002). In this capacity, she actively participated in the creation of the National Book Center (EKEVI), in year
1994, aiming at the strengthening and promoting of books in Greece. She has been a third party legal advisor
for the National Bank of Greece in real estate cases and as its legal representative in many of its court cases
(January 1992 – May 1996). Mrs. Kapelanou – Alexandri holds a Law degree from the Law School of the
University of Athens and speaks English and Italian.
33
Based on the above described deep training and experience it is determined that Mrs. Kapelanou – Alexandri,
as a member of the BoD od the Company, to greatly contribute to BoD’s works and therefore it is determined
also for her the existence of the necessary qualification required by the Suitability Policy of the Company, i.e.
– professional training, experience, sufficiency of knowledge and skills, guaranteed morality and reputation,
independence of judgment, no conflict of interests and time commitment.
It is also determined that Mrs. Kapelanou is independent, in the meaning of the article 9 of the Law
4706/2020, having no relations of dependency as defined in the same article.
Nikolaos Fotopoulos, Chief Executive Officer – Executive Member of the Board of Directors
Nikos Fotopoulos was born in Athens in 1960. He is a graduate of Athens School of Economics and Business
(1983) and holds an MBA from the Universitaet Mannheim in Germany (1986). In 1992, Nikos took over the
position of Brand Manager of Athens Office of Loulis Food Ingredients and afterwards in 1996 he became
Financial Director of the same company. Since 1999 he has been the President and CEO of Saint George Mills
until 2004, when the company was absorbed by the parent company Loulis Food Ingredients SA. From 2001
until today he is the CEO and a member of the Board of Directors of Loulis Food Ingredients SA in Greece
and abroad. He speaks German and English and in his free time he loves traveling.
It is clear from all the above the long experience and skills in the business field of the Company and it is
determined that Mr. Fotopoulos has every necessary qualification required by the Suitability Policy of the
Company, i.e. – professional training, experience, sufficiency of knowledge and skills, guaranteed morality
and reputation, independence of judgment, no conflict of interests and time commitment.
Spyridon Theodoropoulos, Member of the Board of Directors, Non-Executive Member of the
Board of Directors
Spyros Theodoropoulos is the founder of Chipita SA, one of the leading companies in the world in the bakery
snacks sector, in which he remained in the position of CEO from 1989 until 2021. He is a graduate of Athens
University of Economics and Business. In 1976, he started his career with a small family business named
Recor SA, producing dairy products. He became the General Manager of Aligel SA, an importing company of
confectionery and ice cream products, in 1981. In 1986, he became the General Manager of Interia, a
company producing hazelnut cream with significant export activities. During the same year, he acquired 50%
of Chipita, a company producing snacks and in 1989 he took full control of the company by acquiring the
remaining 50%. In 1990, the Eurohellenic Fund (Olayan, De Benedetti, Alpha Finance and Titan) invested in
Chipita coinciding with the beginning of the croissant production.
The company was listed in the Athens Stock Exchange in the year 1994. For the next 16 years a large variety
of new products was introduced and exported to many countries. Furthermore, Chipita established plants in
Bulgaria, Romania, Poland, Russia, USA, Slovakia and developed new ventures in Saudi Arabia, Turkey,
Malaysia, Mexico and India. In 2006 Chipita merged with Delta, Goody’s and Barba Stathi’s to form Vivartia
SA. One year later, MIG acquired Vivartia. From 1/9/2006 until 15/4/2010 Mr. Theodoropoulos was the
Managing Director of Vivartia SA. During the summer of 2010 Mr. Theodoropoulos along with the Olayan
group and other Greek investors, reacquired Chipita. In 2021 Chipita accomplished a milestone deal for the
34
Greek food market and was acquired by the global giant Mondelez. Spyros Theodoropoulos acquired 100%
of the cured meat company Nikas. Today, he is the Vice-Chairman of the Board of Directors of Hellenic
Federation of Enterprises (SEV). In the past, he served as president of the Athens Stock Exchange Listed
Companies Association, vice president of Greek Federation of Industries, vice president of ATHEX and
member of the Board of Directors of National Bank of Greece and Public Power Corporation.
Based on the above long experience Mr. Theodoropoulos is considered a valuable presence in the Company’s
BoD and it is derermined that he has every necessary qualification required by the Suitability Policy of the
Company, i.e. – professional training, experience, sufficiency of knowledge and skills, guaranteed morality
and reputation, independence of judgment, no conflict of interests and time commitment.
Arnoud van den Berg, Member of the Board of Directors, Non-Executive Member of the Board of
Directors
Mr. Arnoud van den Berg is the Group Chief Executive Officer at Al Dahra Group and is responsible for the
company’s overall business strategy and global operations.
Mr. Arnoud van den Berg has over 25 years of international leadership experience in agribusiness, strategy,
and finance, including 15 years with the multi-national dairy company, FrieslandCampina.
Most recently, Mr. Arnoud van den Berg was the President of FrieslandCampina Trading, where he oversaw
the Group’s trading operations and was responsible for processing, sales, sourcing, trading and hedging of
dairy commodities, globally. Prior to that, he led FrieslandCampina’s operations in Hong Kong, Vietnam and
South-East Asia and was a Finance Director in Greece and the Netherlands.
Mr. Arnoud van den Berg also spent 11 years at Boston Consulting Group in Europe, Asia and the United
States, serving in various leadership roles advising on business strategy, consumer goods, and M&A.
Over his career, he was a board member in several industry organizations in the Netherlands, Vietnam and
Hong Kong. He was also a non-executive board member at Betagen Thailand.
Mr. Arnoud van den Berg holds a Master’s Degree in Industrial Engineering from the University of Twente,
The Netherlands, and a Master of Business Administration from INSEAD, France.
The long experience and the international presence of Mr. Arnoud van den Berg is considered valuable for
the Company’s goals of its business operations. It is determined also for him the existence of the necessary
qualification required by the Suitability Policy of the Company, i.e. – professional training, experience,
sufficiency of knowledge and skills, guaranteed morality and reputation, independence of judgment, no
conflict of interests and time commitment.
Konstantinos Macheras, Member of the Board of Directors, Independent Non-Executive Member
of the Board of Directors
Konstantinos Macheras, Chairman of IELKA, was born in Athens, Greece in 1953. Ηe is married and has one
daughter. He studied Business Administration at the University of Piraeus and he obtained a degree in MBA
from the Roosevelt University of Chicago in U.S.A. (Business Administration & Marketing). He speaks English,
Italian and Dutch. He started his professional career in the Retailing area in the USA, as a Purchasing Manager
35
in the Quality Super Market company at Chicago. He had been a dynamic executive for over 14 years in the
Mars Inc., since 1982 in Holland- Marketing-Sales-Export Sales- as well as General Manager in Greece and
Italy. He had also served as General Manager of Chipita International (1996-97). Konstantinos Macheras was
Executive Vice President of Delhaize Group & CEO of Southeastern Europe and Indonesia for 19 years. He
was a member of the Board of Directors at EASE (Association of Greek Executive Officers), SEET (Association
of Greek Food Enterprises), EEDE (Hellenic Management Association) and since 1999 President of IELKA
(Research Institute of Retail Consumer Goods), NED (non-executive directors club) and member of the
“Future Leaders Development Program” in Greece. Today he is member of the Board at IOBE (Foundation
for Economic and Industrial Research) Lion and Turtle and Future Leaders. In 2005 he was named Officer in
the order of King Leopold II by the King of Belgium Albert II. In April 2009 Konstantinos Macheras was
nominated “Manager of the Year 2008” by the Hellenic Management Association. In 2009 was also nominated
as “Retailer of the year” and in 2010 as the first CEO on CSR issues. In 2010 he was also awarded as the
“Retailer of the decade”. In 2016 was nominated as the Leader of the year in Romania and awarded with
EXCELLENCE AWARD in Greece.
The aforementioned long academic and professional activity of Mr. Macheras justifies his election as member
of the BoD while it is determined also for him that his has every necessary qualification required by the
Suitability Policy of the Company, i.e. – professional training, experience, sufficiency of knowledge and skills,
guaranteed morality and reputation, independence of judgment, no conflict of interests and time
commitment.
It is also determined that Mr. Macheras is independent, in the meaning of the article 9 of the Law 4706/2020,
having no relations of dependency as defined in the same article.
Georgios Taniskidis, Member of the Board of Directors, Independent Non-Executive Member of
the Board of Directors
Having 30 years of experience in the Banking Sector, Mr. George Taniskidis holds the position of Optima
bank’s Chairman, since July 2019. He commenced his career as an associate attorney with the law firm of
Rogers & Wells in New York. Upon his return to Greece, he joined Motor Oil Hellas. His banking career
commenced in 1990, in Xiosbank, as Head of the Consumer Business Group and Branch Network. Upon
Xiosbank’s acquisition (late 1998) by Piraeus Bank, Mr. Taniskidis was named General Manager and served
on the Strategic Planning Committee.
From 2002 until June 2010, as Chairman and Managing Director of Millennium Bank Greece, Mr. Taniskidis
led the Bank from concept to fruition. It has to be stated that Millennium Bank achieved its goals three years
earlier than expected. In the same period, he led the acquisition of a banking institution in Turkey which was
then renamed to Millennium Bank Turkey. He subsequently served as a Member of its Board of Directors. He
later served as the interim Managing Director of Proton Bank during the transition period from late July until
October 2011, when he successfully maintained the bank’s liquidity and access to markets during the
tumultuous period prior to its split into “good bank” and “bad bank” entities. From 2003 to 2005, he was a
Member of the Board of Directors of Visa International Europe. For many years he has served as a Member
of the Board of Directors of the Hellenic Banks Association. He currently serves on the Boards of Directors in
36
a variety of major companies in the trading, manufacturing, and shipping sectors (such as Loulis Food
Ingredients – listed on ATHEX, EuroDry Ltd – listed on NASDAQ, Euroseas Ltd – listed on NASDAQ).
Furthermore, Mr. Taniskidis since June 2002, is a very active member of the YPO global leadership
community. He has served on the Regional Board Europe for eight consecutive years and was the Chairman
of the Executive Committee of the European Regional Conference held in Athens, Greece in 2016. He played
a pivotal role in the acquisition of Marfin Bank Romania (currently VISTA BANK). He also envisaged the
opportunity to create a bank without legacies in Greece. He pursued this goal fervently and finally, he acquired
Investment Bank of Greece (currently Optima bank). Optima bank within three years has managed to produce
outstanding results and has become a reference bank in the Greek banking system. In 2022 Optima bank
more than tripled its recurrent results of 2021 and in 2023 will have its Initial Public Offering in the Athens
Stock Exchange. Mr. Taniskidis holds a Law degree from the University of Athens Law School, having
graduated first in his class, and a Master of Laws (LL.M.) from the University of Pennsylvania Law School.
The aforementioned successful career and training justifies Mr. Taniskidis’s election as a member of the
Company’s BoD. It is determined also for him that his has every necessary qualification required by the
Suitability Policy of the Company, i.e. – professional training, experience, sufficiency of knowledge and skills,
guaranteed morality and reputation, independence of judgment, no conflict of interests and time
commitment.
It is also determined that Mr. Taniskidis is independent, in the meaning of the article 9 of the Law 4706/2020,
having no relations of dependency as defined in the same article.
The independent non-executive members of the BoD meet the independence criteria of art. 9 of L.4706/2020
from the date of their election, i.e. 22.06.2022, when the BoD examined and verified again the compliance
with the independence requirement of its independent non-executive members.
Suitability Policy of the members of the Board Of Directors
The aforementioned composition of the BoD is in accordance with the Suitability Policy of the Board of
Directors pursuant to the provisions of article 3 of law 4706/2020 and Circular no. 60 “Guidelines on the
Suitability Policy of article 3 of Law 4706/2020” of the Hellenic Capital Market Commission, was approved by
the decision of the BoD at 10.5.2021 and subsequently by the decision of the Ordinary General Meeting of
the Company’s shareholders on 1.6.2021. Subsequently, it was amended by decision of the BoD dated 1-6-
2022 (following the proposal of the Remuneration and Nomination Committee dated 25-5-2022) and
afterwards by the 22/6/2022 decision of the General Meeting of the Company’s Shareholders in order to
better adapt to the Hellenic Corporate Governance Code of HCGC (2021) as adopted by the Company.
The Suitability Policy aims to ensure qualitative staffing, efficient operation and fulfillment of the BoD’s role
based on the overall strategy and the short-term and long-term business goals of the Company, in order to
serve corporate interests. The BoD monitors on an ongoing basis the suitability of its members and in cases
in which it is deemed necessary and according to the applicable law and the Suitability Policy re-evaluates
their suitability and when appropriate takes action for their preplacement. The Company’s Policy and Diversity
criteria are incorporated into the Suitability Policy.
37
This Suitability Policy is available at the Company’s website (https://www.loulis.com).
For the sake of completeness, the CV of Mr. Gianluca Fabbri who served throughout the year 2023 and until
8/1/2024 as a non-executive member of the BoD, until his replacement, as described above, by Mr. Arnoud
van den Berg, is set out shortly below.
Gianluca Fabbri, Member of the Board of Directors, Non-Executive Member of the Board of
Directors
throughout the year 2023 and until 8/1/2024
Gianluca Fabbri is an economist and certified internal auditor (CIA certification), with over 20 years of
experience in the fast-moving consumer goods (FMCG), agriculture and oil industries. He has an excellent
reputation in the financial sector and, in particular, in the establishment, management and advisory support
of companies in the context of complex assignments (mergers and acquisitions, restructuring). He enjoys
international recognition for his thorough knowledge of the Sarbanes – Oxley Act and compliance
requirements in both International Accounting Standards (IFRS) and Generally Accepted Accounting Principles
(USGAAP). He has contributed to the improvement of financial performance, increased productivity and
strengthened internal control in the companies where he has been an executive.
From 2016 until today, he has been GROUP CFO & Acting Group CEO at the Aldahra Group of the United
Arab Emirates, where, among other things, he has handled important land acquisitions in Europe and the
USA, the conclusion of the largest agricultural land deal in the EU (2018), the execution of a merger at pan-
European level, the application of forecasting methodology, the strategic planning of a 5-year development
plan and the application of zero base budgeting and transfer pricing methodologies. Between 2009-2016 he
served as CFO at Heinz Africa, Middle East & Turkey, CEO at Heinz Pakistan and President of Heinz Nigeria
and Pakistan, with notable achievements handling, from a financial perspective, the corporate transformation
of Heinz in Africa, the Middle East and Turkey, the significant improvement of a series of procedures (financial,
tax, audit, risk management, etc.), the merger of Kraft - Heinz in Africa and the Middle East and the expansion
of business activities in Nigeria, with the development of a new business model with high profits from the
first year.
The aforementioned long experience and international exposition of Gianluca Fabbri is considered valuable
for the goals of the business activity of the Company. Ιt is determined also for him that his has every
necessary qualification required by the Suitability Policy of the Company, i.e. – professional training,
experience, sufficiency of knowledge and skills, guaranteed morality and reputation, independence of
judgment, no conflict of interests and time commitment.
Convening of the Board of Directors
During 2023, sixteen (16) meetings of the Company’s Board of Directors took place in total.
The following table presents the participations of the members of the BoD in the meetings, either with natural
presence or via teleconference that took place during 2023:
38
NAME
STATUS
PARTICIPATION IN MEETINGS
COMMENTS
Nikolaos Loulis
Chairman of the BoD,
Executive Member of the BoD
16/16
Elisavet Kapelanou-Alexandri
Vice-Chairman of the BoD,
Independent, Non-Executive
Member of the BoD
16/16
Nikolaos Fotopoulos
Chief Executive Officer –
Executive member of the BoD
16/16
Spyridon Theodoropoulos
Member of the BoD, Non-
Executive Member of the BoD
15/16
Gianluca Fabbri
Member of the BoD, Non-
Executive Member of the BoD
15/16
Konstantinos Macheras
Member of the BoD,
Independent, Non-Executive
Member of the BoD
16/16
(At the meeting 1875/20-02-
2023 participated by delegation
to Mr. Nikolaos Fotopoulos)
Georgios Taniskidis
Member of the BoD,
Independent, Non-Executive
Member of the BoD
16/16
(At the meeting 1875/20-02-
2023 participated by delegation
to Mr. Nikolaos Loulis)
The main issues discussed in the meetings of the BoD during 2023, according to the adopted meeting calendar
are the following:
• Financial Statements approval
• Approval of Regulations and Policies
• Approval of Remuneration Policy and Remuneration Report
• Issues related to subsidiaries
• Bond loans
• Preparation of succession plan for both BoD Members and senior management.
• Evaluation of the BoD members
Evaluation of the BoD members and BoD Committees.
The BoD has adopted, upon proposal of the Nomination & Remuneration Committee, which defined the
evaluation criteria, an evaluation process of the members in order to ensure the sufficient operation of the
BoD and the fulfillment of its role as the supreme management body of the company, responsible for setting
the strategy and supervising the management and sufficient audit. The evaluation procedures and their
implementation frequency aim at early detection of issues that may need improvement, sufficient information
and taking action so as the effective operation of the BoD is ensured.
39
The BoD members are being evaluated annually: (a) collectively, taking into account the composition,
diversity and the effective cooperation of the BoD members for the fulfillment of their duties and (b)
individually, assessing the contribution of each member to the successful operation of the BoD, taking into
account the status of the member (executive, non-executive, independent), its participation in committees,
assigning of special responsibilities / projects, time dedicated, behavior as well as utilization of knowledge
and experience.
Moreover, the effectiveness of each BoD committee is being evaluated annually on the initiative of the
Chairman of each committee regarding the contribution of the committee in supporting the BoD and a
relevant report is prepared for each committee. The criteria for the evaluation of the committees are those
referred above on proportion with the duties of each committee. The evaluation process is carried out
indicatively in the form of questionnaires and interviews as well as examination of their actions as recorded
in the minutes of their meetings.
Moreover, through the evaluation of the effectiveness of the BoD committees i.e. Audit Committee and
Nomination & Remuneration Committee their contribution and constructive support to the BoD is assessed.
The annual evaluation of the BoD, Audit Committee and Nomination & Remuneration Committee concluded
that the members of the BoD, Audit Committee and Nomination & Remuneration Committee meet the
aforementioned criteria of individual and collective suitability, have sufficient knowledge and skills,
guaranteed morality and reputation, independence of judgment and time commitment.
In particular, an annual evaluation of the operation of the BoD and of its Committees as collective bodies has
been carried out as well as evaluation of the
individual and collective suitability of the BoD members and of
its Committees in accordance wit the procedure mentioned above. In the context of that evaluation:
• The operation of the BoD and of its Committees, as collective bodies, has been considered satisfactory.
• It was found that the members of the BoD and of its Committees meet the criteria of the Company’s
Suitability Policy individually and collectively.
• It was found that the guarantees of morality and reputation, independence of judgment and time
commitment are met, taking into account the designation and the responsibilities assigned to each
member as well as their other professional or individual commitments and conditions.
• It was found that each member of the BoD and of its Committees have sufficient knowledge and skills
for
th
e execution of their duties required by their role and designation.
• It was found that all the members of the Audit Committee
have sufficient knowledge of the Company’s
business activity while most of them have sufficient knowledge and experience on auditing or accounting.
• All the members of the Nomination & Remuneration Committee have the necessary knowledge and
experience in corporate remuneration as well as in selecting candidates for staffing positions of high
responsibility and authority.
• The collective suitability of the BoD members and of its Committees has been assessed satisfactory. It
was found that the BoD members are able to take proper decisions taking into account the business
40
model, the ability to take risks, the strategy and the markets in which the Company operates while the
members cover all the areas of knowledge required for the Company’s business activities.
• The composition of the BoD reflects the knowledge, skills and experience required for exercising of the
Company’s business activity, strategic plan, financial reports, risk identification and risk management.
• The Company has adequate gender representation 25% of the total number of members of the BoD and
in general ensures equal treatment and equal opportunities between the sexes within the BoD and its
Committees as well as within higher and highest hierarchical positions. Moreover, apart from the gender
diversity it was found that the Company offers equal hiring and career opportunities and does not perform
discriminations or exclusions due to race, color, ethnic or social origin, religion or conviction, financial
status, birth, disability, age or sexual orientation. In this context, it was found that the Diversity Policy of
the Company has been implemented satisfactory.
• The presence and participation of the BoD members in the meetings of the BoD and of its Committees
has been assessed satisfactory.
Chairman of the BoD (Executive member)
The role od the BoD Chairman consists of the organization and coordination of BoD work. The Chairman
chairs the BoD and is responsible for the overall efficient and effective operation and organization of its
meetings. At the same time, he promotes a culture of open-mindedness and constructive dialogue in the
conduct of its work, facilitates and promotes the establishment of good and constructive relations between
the members of the BoD and the effective contribution to the work of the BoD of all non-executive members,
ensuring timely, complete and corect information to its members.
The Chairman ensures that the BoD as a whole has a satisfactory understanding of the views of the
shareholders. The Chairman of the BoD ensures the effective communication with the shareholders with a
view to the fair and equal treatment of their interest and the development of a constructive dialogue with
them, in order to understand their views.
The Chairman works closely with the Chief Executive Officer and the Corporate Secretary for the preparation
of the BoD and the full information of its members.
When the BoD Chairman is absent or prevented from attending, is replaced, for the mentioned above non-
executive responsibilities, by the independent non-executive Vice Chairman.
Vice-Chairman of the BoD (Independent Non-Executive member)
The independent non-executive Vice Chairman of the BoD is responsible, apart from the responsibilities
required by the law, for the coordination and effective communication between the executive and non-
executive members of the BoD. In this context, he may convene a special meeting of the executive and non-
executive members quarterly, in order to be informed about Company's operations and current matters.
In addition, the non-executive Vice Chairman directs the evaluation of the Chairman of the BoD, which is
conducted by the members of the BoD as well as chairs the meetings of the n on-executive members of the
BoD for the evaluation of its executive members. Finally, the non-executive Vice Chairman is obliged to be
41
available and to attend the General Meetings of the Company's Shareholders, in order to inform and discuss
the matters of Corporate Governance of the Company, if and when they arise.
Chief Executive Officer (Executive member)
The CEO sets the corporate strategy, the corporate identity, and the corporate long-term investment plan,
monitors and controls the implementation of strategic goals of the Company and the daily management of
corporate affairs and draws up guidelines for the Company's executives who report and are supervised and
guided by him. He supervises and ensures the smooth, orderly, and efficient operation of the Company, in
accordance with the strategic objectives, business plans, policies adopted and the action plan, as determined
by decisions of the BoD. He also supervises the corporate communication strategy, represents the Company
in contacts and relations with external investors and financial institutions at the highest level and he is
responsible for the Company's Departments related to the strategic development as well as the general
regulatory and financial issues of the Company.
The CEO indicatively develops the annual corporate business plan and the annual budget, which are
submitted to the BoD of the Company for approval. Prepares, in collaboration with the Executive Chairman
and the BoD, the corporate organizational structure, the corporate strategic goals and objectives and
supervises and ensures their full implementation. Guides the Company towards the achievement of corporate
goals and objectives, informs the BoD about all the essential issues that mainly concern strategic goals,
corporate business activity as well as its marketing and promotion. Ensures the full compliance of corporate
operation with the current legal and regulatory framework, assesses the risks and ensures that they are
controlled, supervised, addressed and ultimately dealt and minimized, strengthens, advises, inspires and
guides management’s executives to demonstrate maximum efficiency, effectiveness and integrity in order to
achieve the corporate goals, represents the Company and actively and continuously supports the Executive
Chairman, in order the latter to develop and reach profitable business agreements, which will maximize the
economic value of the company.
The CEO participates and reports to the BoD of the Company and implements the strategic options and
important decisions of the Company. He is also responsible for the operation, development, and performance
of the Company.
BoD Remuneration – Remuneration Report of the BoD pursuant to article 112. of Law
4548/2018
The Remuneration Report for the BoD members regarding the remuneration paid within 2023, pursuant to
article 112. of Law 4548/2018 and the Remuneration Policy of the BoD members, shall be submitted to the
Ordinary General Meeting of the shareholders within 2024 for the approval of the financial results of the year
2023.
The Remuneration Policy and the Remuneration Report of the year 2022 are posted, according to law, on
the Company’s following websites:
Remuneration Policy: https://www.loulis.com/politiki-apodochon
42
Remuneration Report 2022: https://www.loulis.com/ekthesi-apodochon
The Remuneration report for the year 2023, as submitted and approved by the Ordinary General Meeting of
the Company, shall be posted on the above website.
List of other professional commitments of the BoD members (including their professional
obligations as non-executive members in other companies and non-profit institutions)
BoD MEMBER POSITION/STATUS LEGAL ENTITY
Nikolaos Loulis
Chairman of the BoD (until 30-
12-2022)
KENFOOD SA
Chairman of the BoD & CEO GREEK BAKING SCHOOL SA
Chairman of the BoD & CEO LOULIS LOGISTICS SERVICES SA
BoD member
LOULIS MEL-BULGARIA EAD
BoD member
Evi’s Goodness S.A.
Chairman of the BoD
LEP ENERGY COMMUNITΥ
COOPERATIVE SOCIETY
WITH LIMITED LIABILITY
Nikolaos Fotopoulos
BoD member KENFOOD SA
Vice-Chairman
LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY
WITH LIMITED LIABILITY
Vice-Chairman of the BoD GREEK BAKING SCHOOL SA
Vice-Chairman of the BoD
LOULIS LOGISTICS SERVICES SA
BoD member
LOULIS MEL-BULGARIA EAD
BoD member
Evi’s Goodness SA
Vice-Chairman of the BoD &
CEO
HEAVENWEST DEVELOPMENT SA
BoD member
LOULIS INTERNATIONAL FOODS ENTERPRISES
BULGARIA LTD
Gianluca Fabbri
BoD member
Al Dahra BayWa Agriculture LLC (United Arab
Emirates)
BoD member
Al Dahra Food SP LLC (United Arab Emirates)
BoD member
Al Dahra Food Industries LLC (United Arab
Emirates)
BoD member
Al Dahra Global Forage LLC (United Arab Emirates)
BoD member
Al Dahra Agricultural Company USA Inc. (United
States of America)
BoD member
Al Dahra ACX Inc (United States of America)
BoD member
Al Dahra Farms USA LLC (United States of America)
BoD member
ACX Intermodal Inc (United States of America)
BoD member
Hualapai Valley Farms LLC (United States of
America)
BoD member
Al Dahra ACX Mexico S. de R.L.de C.V. (Mexico)
BoD member
Al Dahra ACX Mexico Servicos (Mexico)
BoD member
Al Dahra Food India Limited (India)
BoD member
Al Dahra Trading (Shanghai) Co Ltd (China)
BoD member
Al Dahra Agriculture Spain SL (Spain)
BoD member
Fagavi Canarias (Spain)
43
BoD member
Agricost SA (Romania)
BoD member
South East Europe Fertilizer Company SA (Romania)
BoD member
Al Dahra Serbia D.O.O (Serbia)
Georgios Taniskidis
Chairman of the BoD
OPTIMA BANK SA
Chairman of the BoD OPTIMA FACTORS SA
Chairman of the BoD CORE CAPITAL PARTNERS SA
Chairman of the BoD IBG CAPITAL SA
BoD member
EUROSEAS Ltd Trust Company Complex
BoD member
EURODRY Ltd Trust Company Complex
Chairman of the BoD
IBG INVESTMENTS S.A.
Spyridon Theodoropoulos
Chairman of the BoD –
Executive member
PANAGIOTIS G. NIKAS SA
Chairman HELLENIC JUICES SA
Chairman & CEO ST BAKERY FOODS SA
Vice-Chairman WONDERPLANT GREENHOUSES SA
Manager
EUROGRANT Single Member PC
BoD member
LARISA FACE COVER SA
BoD member
LAVDAS CANDIES SA
Vice-Chairman / Non-executive
Member
MEVGAL MACEDONIAN MILK INDUSTRY SA
Chairman & CEO BESPOKE SGA HOLDINGS SA
BoD member MIDILAN INVSTMENT HOLDINGS LIMITED (Cyprus)
BoD member
S.A.G. INVSTEST & HOLDINGS LIMITED (Cyprus)
BoD member
CRYRED INVESTMENTS LIMITED (Cyprus)
Vice-Chairman ION S.A. COCOA & CHOCOLATE MANUFACTURERS
BoD member
MIDILAN INDIA CYPRUS LIMITED (Cyprus)
BoD member
MIDILAN INDIA PRIVATE LIMITED (Cyprus)
BoD member
MIDILAN HOLDINGS LIMITED (Cyprus)
Chairman
AMVROSIA SA
BoD member
BESPOKE USA, LLC (USA)
Chairman & CEO EUROHELLENIC SA
BoD member
BRITCHIP FOODS LIMITED (India)
Councillor of the General
Council
BANK OF GREECE SA
Vice-Chairman
SEB
SΕΒ Representative – Not
elected member
STHEB
Member
ΙΟΒΕ
Member
ELIAMEP
Konstantinos Macheras
BoD member
LION AND TURTLE SA
Member
Foundation for Economic and Industrial Research
IOVE
Member
Future leaders non-profit organization
44
Arnoud van den Berg
BoD member
Al Dahra Group LLC (United
Arab Emirates)
BoD member
Al Dahra Food Sole Proprietorship LLC (United
Arab Emirates)
BoD member
Al Dahra Food Industries Sole Proprietorship LLC
(United Arab Emirates)
BoD member
Al Dahra Poultry Sole Proprietorship LLC (United
Arab Emirates)
BoD member
Al Dahra Dairy Factory Sole Proprietorship LLC
(United Arab Emirates)
BoD member
Al Dahra Dairy Company LLC (United Arab Emirates)
BoD member
Al Dahra Organic Fertilizer Factory Sole
Proprietorship LLC (United Arab Emirates)
BoD member
Al Dahra Holding Sole Proprietorship LLC (United
Arab Emirates)
BoD member
Al Dahra International Investments Sole
Proprietorship LLC (United Arab Emirates)
BoD member
Al Dahra Serbia Investments LLC (United Arab
Emirates)
BoD member
Al Dahra India Food Corridor Sole Proprietorship
LLC (United Arab Emirates)
BoD member
Al Dahra Capital Sole Proprietorship LLC (United
Arab Emirates)
BoD member
Al Dahra Global Forage LLC (United Arab Emirates)
BoD member
Al Dahra Global Treasury Excellence Centre Limited
(United Arab Emirates)
BoD member
Nova Holding Limited (United Arab Emirates)
BoD member
Al Dahra Trading (Shanghai) Limited (China)
BoD member
Al Dahra Serbia LLC (Serbia)
BoD member
Al Dahra Rudnap LLC (Serbia)
BoD member
Al Dahra Agricultural Company USA Inc. (United
States of America)
BoD member
Al Dahra ACX Inc (United States of America)
BoD member
Al Dahra Farms USA LLC (United States of America)
BoD member
ACX Intermodal Inc (United States of America)
Corporate Secretary
The BoD is supported by a corporate secretary in order to ensure compliance with internal procedures and
policies, relevant laws, and regulations and for its effective and efficient operation. The corporate secretary
is responsible, in consultation with the Chairman, for ensuring immediate, clear, and complete information of
the BoD, inclusion of new members, planning of General Meetings, facilitation of shareholders' communication
with the BoD and facilitation of communication of the BoD with senior management.
The corporate secretary of the BoD is Mrs. Irini Papakostopoulou, Lawyer at the Supreme Court and
member
of the Athens Bar Association since 1998. She is the Head of the Legal Department of the company “LOULIS
FOOD INGREDIENTS SA” since 1999 with expertise, among others, in corporate law and corporate
governance.
CVs of the Senior Executives of the Company
Brief CVs of the executives follow:
45
Nikolaos Fotopoulos, Chief Financial Officer – CEO
His CV is set out above at section “CVs of BoD members – Suitability Assessment of BoD members –
Independence Assessment of Independent non-Executive members of BoD”.
Nikolaos Loulis, Head of Human Resources Department – Chairman of the BoD.
His CV is set out above at section “CVs of BoD members – Suitability Assessment of BoD members –
Independence Assessment of Independent non-Executive members of BoD”.
Dimitrios Tarnaras, Deputy CEO
He has born in Athens, in 1990. He holds two BSc in Business Administration of American College of Greece
and Open British University and M.Sc. in organizational psychology at
University of Leicester and Master’s
degree in Economics at Harvard USA. He has served in various posts in multinational companies while in
recent years he is working in “LOULIS FOOD INGREDIENTS SA” (former “LOULIS MILLS SA”), where he has
served in various positions such as Project Manager, Business Development Manager, International Markets
Manager, Head of Human Resources and CEO of «Loulis Mel – Bulgaria EAD». Since February 2021, he serves
as deputy CEO of the Group and from 30.12.2022 he has been elected as Chairman of “KENFOOD SA”.
Anastasios Thanos, Purchasing & Logistics Director
He has born in Volos, in 1988. He holds BSc in Accounting at ATEI of Larissa (Business Administrations and
Economics Department) and MSc in Applied Economics at University of Thessaly (Economic Sciences
Department). Since 13.05.2013 he has been working in “LOULIS FOOD INGREDIENTS SA” (former “LOULIS
MILLS SA”), his initial post had to with Invoicing, Routing and Cash Department and subsequently he
continued providing his services in the newly established Routing Department of the Company. On July 2016
he was appointed as Logistics Manager being responsible for the company’s routing fleet and logistics centers
(Attica and N. Greece) and in 2021 he took over the Logistics Management of all the logistics centers and
transportation system of the Group and finally since early 2022 he is Purchasing Director in the new unified
department of Purchasing & Logistics.
Leonidas Kozanitis, Sourpi Plant Manager
He has born in Volos, in 1965. He graduated from University of Patras, Chemistry Department and from Swiss
Milling School SMS. He holds MBA from the Hellenic Management Association. He has participated in
educational seminars abroad (INTERNATIONAL SCHOOL FOR BREAD OF LUZERN, BUHLER UZWIL,
MUHLENCHEMIE etc.) and in Greece (HMA, TUV, GREEK CHEMISTS ASSOCIATION, IVEOE, UNIVERSITY OF
THESSALY etc.). Since 1989 he has been working at “LOULIS FOOD INGREDIENTS SA” (former “LOULIS
MILLS SA”) and has participated in planning and construction of several plants of the Company in Greece and
abroad.
Andreas Tselos, Quality Manager & Keratsini Plant Manager
He has born in Piraeus, in 1972. He has been working at “LOULIS FOOD INGREDIENTS SA” (former “LOULIS
MILLS SA”) since 1996. He holds degree of Technical Engineer with expertise in Cereal processing (1990-
1994 Germany - DMSB). He has professional experience, since 1996, in Flour-industry at the industrial plants
46
of LOULIS FOOD INGREDIENTS Group in Greece and abroad having been assigned with the following duties:
panning and supervising of Production projects and Quality Control as well as Quality Assurance. Today, he
is the Plant Manager of Keratsini plant (2000), Quality Assurance Director as well as Technical Director of the
projects abroad (2013).
Olga Manou, Manager of Corporate Social Responsibility & Communication
She has born in Athens, in 1962. She graduated from Pierce College in 1980. She has been working at
“LOULIS FOOD INGREDIENTS SA” (former “LOULIS MILLS SA”) from October 1980 since April 1990.
Subsequently, she has worked at GRAFI S.A. of which she was a shareholder from 1990 until 1996. GRAFI
S.A. was the largest store of books and paper products of Volos and, as a publisher, she was the General
Director of the newspaper THESSALIA. Since 1996 and onwards she has been working at “LOULIS FOOD
INGREDIENTS SA” (former “LOULIS MILLS SA”) as Public Relations Manager. Since 2013 she is Manager of
Corporate Social Responsibility & Communication as well as Manager of Loulis Museum.
Dionisios Kasotakis, Manager of B2C Sales
He has born in Athens, in 1981. He studied Economic Sciences at the National and Kapodistrian University of
Athens with expertise in Finance and International Trade. He holds MSc in International Marketing
Management at University of Surrey of England and he also holds MBA from the Hellenic Open University. He
has worked in positions concerning sales and marketing in large multinational and Greek companies. He has
been working at “LOULIS FOOD INGREDIENTS SA” (former “LOULIS MILLS SA”) since 2020 and today he is
the Manager of Consumer Sales of the Company.
Evaggelos Telegkas, Manager of B2B Sales
He has born in Volos, in 1963. He has graduated from Accounting School and has participated in seminars
on sales administration, human resources management and public relations. His engagement with the
company “LOULIS FOOD INGREDIENTS SA” (former “LOULIS MILLS SA”) started on 1986. For the period
1991 – 1996 he has been General Director of GRAFI S.A., owned by Loulis family. Subsequently, he has been
General Manager of Karditsa plant (1996 - 1997) and afterwards General Director of the company “MOARA
LOULIS SA» in Bucharest of Romania (1997 – 1999). In 1999, after the absorption of SAINT GEORGE MILLS
S.A., he served as assistant of the CEO Mr. Fotopoulos. Since 2001 and onwards he is the Manager of B2B
Sales for Greece.
CVs of Senior Managers of Company’s subsidiaries
Ioannis Louloudakis, Vice-Chairman of the BoD and CEO of the subsidiary “KENFOOD SA”
He was born in Athens in 1982. He is a Graduate of Business Organization and Administration of the Economic
University of Athens and a member of the Association of Certified Charter Accountants. Giannis has attended
training seminars abroad (Association of Certified Charter Accountants in UK, Cyprus Stock Exchange, etc.)
as well as in Greece (HCBA, PWC Academy, etc.) and is a member of the Economic Chamber of Greece. He
has been working at Loulis Food Ingredients SA since 2005 in three different companies of the group in two
47
countries. Since 2015 he is the CEO of KENFOOD Industrial and Commercial SA, subsidiary of Loulis Food
Ingredients SA.
Kalin Yonov, CEO of the subsidiary
«LOULIS MEL- BULGARIA EAD»
He was born in Sofia, Bulgaria in 1978. He is a graduate on a full academic scholarship of Business
Organization and Administration of the Athens University of Economics and Business with an MBA in Strategic
Management and specialization in Marketing from the University of Sofia. For the period 2005-2017 he has
worked as Financial Manager and afterwards as General Manager, in the Balkan subsidiaries of the Greek-
Belgian metals processing group Viohalco SA. For the period 2018-2020 he has been the CEO of Belovo Paper
Mill SA, a well-known producer of FMCG hygiene products. He speaks 6 languages fluently and from 2021 is
a lecturer in Management Science at the International MBA of the University of Sofia. Since 01/02/2021 he
took over the management of the Bulgarian subsidiary of Loulis Food Ingredients SA.
Information regarding the number of shares of the Company owned by BoD members and Senior
Management.
The following table presents the number of shares of the Company owned by BoD members and Senior
Management at 31.12.2023:
NAME
STATUS
NUMBER OF SHARES
Nikolaos Loulis Chairman of the BoD, Executive Member of the BoD 8.298.125
Nikolaos Fotopoulos CEO, Executive Member of the BoD 28.392
Dimitrios Tarnaras Deputy CEO 8.563
Dionisios Kasotakis Manager of B2C Sales 770
Description of the diversity policy applied regarding the administrative, managing and
supervising bodies of the Company
The Company provides equal opportunities to all of its employees, at all levels of hierarchy and avoids
discriminations of any kind. The same diversity and equality policy is applied for the administrative, managing
and supervising bodies in an effort to promote an environment of equality free of discriminations.
Management and employees are evaluated on the basis of their professional background, knowledge of the
Company’s objectives as well as their leadership skills, experience and performance. Evaluation results are
free of any discrimination.
Within the BoD, the Committees of the Company as well as senior management of the Company the maximum
possible diversity is pursued regarding, sex, age and educational and professional background of the
members. The aim is pluralism of opinions, skills, knowledge and experience that correspond to the corporate
48
objectives. The adoption and implementation of that policy results in a working environment free of
discriminations and prejudices.
The Diversity Criteria of the BoD are included in the Company’s Suitability Policy as well.
Committees of the Board of Directors
Audit Committee
The Audit Committee consists of three (3) independent members and operates according to article 44 of Law
4449/2017 as amended by article 74 of Law 4706/2020, articles 10, 15 and 16 of Law 4706/2020 and
537/2014 EU Regulation, the Hellenic Corporate Governance Code as voluntarily adopted by the Company
and the Operating Rules of the Company.
The Audit Committee operates aiming at supporting the BoD of the Company for the effective fulfillment of
its duties regarding financial information, supervising of the internal control system and the statutory audit
of the Company.
The main responsibilities of the Audit Committee are, among others, monitoring of the financial reporting
process and making recommendations or proposals to ensure its integrity, monitoring of the effectiveness of
the internal control systems, risk management and internal control system of the Company and monitoring
of the statutory audit of the annual and consolidated annual financial statements.
The operation principles and duties of the Committee are described in detail on the website of the Company
https://www. loulis.com
.
The Audit Committee of the Company, as appointed by the Ordinary General Meeting of the Company’s
shareholders on 22.06.2022 is a three (3) member independent joint committee in accordance with article
44 par. 1(a)(ab) L. 4449/2017, consisting of one (1) independent non-executive members of the BoD and
two (2) independent third parties non-memebers of the BoD with four year term, which is equal to the term
of the BoD, i.e. 22.06.2026.
The members of the Audit Committee are the following:
NAME POSITION
Andreas Koutoupis
Chairman of the Audit Committee, Independent third party, Non- Member of
the BoD
Elisavet Kapelanou – Alexandri
Member of the Audit Committee, Independent Non-Executive Member of the
BoD
Konstantinos Kontochristopoulos Member of the Audit Committee, Non-member of the BoD
The Chairman of the Audit Committee, Mr. Koutoupis Andreas, meets the independence requirements of
article 9 of the Law 4706/2020 and has sufficient knowledge of the Company’s activity, having already been
member of the BoD of the Company from June 2017 until June 22, 2022 he has proven sufficient knowledge
in accounting and auditing (international standards).
The detailed CV of Mr. Koutoupis follows and has been posted on the website of the Company
https://www.loulis.com
.
49
Dr. Andreas Koutoupis is a Chartered and Certified Internal Auditor, founder and Chairman of KnR
Governance, Risk, Compliance & Internal Audit Services with the main object of Providing Internal Audit
Services and the Training of Business Executives. He served as a Director, Head of Mazars - Greece
Governance, Risk & Internal Audit Services for more than ten years. He also served as a Senior Manager
within the Internal Audit Services department of PricewaterhouseCoopers – Greece for more than ten years.
In 2005, he received the Michael J. Barett award by the International Institute of Internal Auditors and by
the Italian Institute of Internal Auditors in 2006 for his PhD in Corporate Governance and Internal Audit, and
has received numerous scholarships and awards for his academic and professional activity.
The member of the Committee Mrs. Elisavet Kapelanou – Alexandri meets the independence requirements of
article 9 of the Law 4706/2020 and has sufficient knowledge in the Company’s field of activity. In particular,
Mrs. Kapelanou-Alexandri has long experience in the fields of production sectors and distribution of
consuming products, goods and services. For more than 35 years she is specialist in Commercial Law, Tax
Law and Labor Law having been legal advisor to many companies (listed and non-listed) with successful
management of cases from many different sectors. Moreover, she has been involved with the Internal Control
of companies in which she has been their legal advisor.
The detailed CV of Mrs. Elisavet Kapelanou – Alexandri is set out above, among the Cvs of the other members
of the BoD and has been posted on the website of the Company https://www.loulis.com
.
The member of the Audit Committee, Mr. Konstantinos Kontochristopoulos, meets the independence
requirements of article 9 of the Law 4706/2020 and has sufficient knowledge of the Company’s activity,
having already been member of the Audit Committee since July 2019 and has sufficient knowledge in
accounting and auditing.
The detailed CV of Mr. Kontochristopoulos follows and has been posted on the website of the Company
https://www.loulis.com
.
Konstantinos Kontochristopoulos is a Finance professional and was born in 1977 in Athens. After completing
his studies in Finance and Accounting at the American College of Greece, he went on to postgraduate studies
at Brunel University in London in Finance and Investment, while he also holds an Executive MBA from the
University of Kent. He has served for a number of years, i.e. from 2004 to 2010, as the Deputy Executive
Director at Loulis Food Ingredients SA in Greece and Bulgaria, Finance Director at Schur Flexibles ABR SA
member of the Austrian Group Schur Flexibles Group, Finance Director at Dunapack Viokyt Packaging SA
member of the Austrian Prinzhorn Group, where he was also a Member of the Board of the Association of
Industries of Thessaly and Central Greece, while now he is Group Controller of the Austrian Group Schur
Flexibles Group, which owns 24 factories in 11 European countries.
During 2023 the Audit Committee dealt, among others, with the following: information about the Audits of
the Internal Auditor (March 2023/audit A’ quarter, June 2023/audit B’ quarter, October 2023/audit C’ quarter,
December 2023/audit D’ quarter), approval of the Internal Auditor’s annual plan (December 2023),
information from the Certified Public Accountants about the Company’s audit and the financial statements on
50
a regular basis (February 2023, April 2023, July 2023 and Deptember 2023), proposal to the BoD for the
approval of the Annual Financial Statements 2022 (April 2023) and interim financial statements 2023
(September 2023), annual evaluation of the Audit Committee members (December 2023), monitoring of the
internal control system of the Company (March 2023). The Audit Committee convened twelve (12) times
during 2023 with presence of all its members (i.e. participation rate 100%). The Audit Committee, in the
context of its operation, examined its performance and found that the maximum effectiveness of its operation
is ensured since the Committee fully performed its duties and carried out timely and adequately all the works
assigned.
The BoD, during 2023, in the context of the conducted overall annual evaluation, reexamined and verified
that the independence requirements of all the members of the Audit Committee are still met.
Audit Committee 2023 Annual Report
1. Introduction
The purpose of this report is to inform the General Meeting of Shareholders and all the interested parties
about the actions of the Audit Committee during the period 01/01/2023 - 12/31/2023.
2. Scope
The main purpose of the Audit Committee is to assist by providing support to the Board of Directors and
assurance to shareholders by creating the conditions for an effective Corporate Governance system, which
includes an efficient internal control system with the operation of the internal audit unit, risk management
and compliance unit.
The Committee in particular:
a) informs the Board of Directors of the audited entity about the result of the statutory audit,
b) monitors the financial reporting process,
c) monitors the effectiveness of the internal control system,
d) monitors the statutory audit of the annual and consolidated financial statements,
e) supervises and monitors the independence of certified public accountants or audit firms,
f) is responsible for the selection process of the certified public accountants or auditing firms.
The responsibilities and duties of the Audit Committee are defined in paragraph 3 of article 44 of Law
4449/2017, as well as by the decisions of the Capital Market Commission and are thoroughly described in the
Audit Committee Charter, which is posted on the company's website.
3. Members and Term
The company's audit committee is an independent committee, which consists of a non-executive member of
the Board of Directors and third party members.
51
Specifically, the chairman of the Audit Committee is Mr. Andreas Koutoupis, an independent member, not a
member of the Board of Directors and the other two members of the Audit Committee are Mrs. Elisavet
Kapelanou-Alexandri, independent non-executive vice-chairwoman of the Board of Directors and Mr.
Konstantinos Kontochristopoulos, an independent third party member, non-member of the Board of Directors.
The Audit Committee met 12 times during 2023 and during the meetings of the Committee all its members
were present, while all decisions were taken unanimously. Minutes were kept for each meeting, which were
signed by all members of the Audit Committee. We note that, in addition to the meetings, the members of
the Audit Committee are in regular contact with each other, with the Company's statutory auditor, with the
Company's internal auditor and with management in general, in the context of the performance of their duties
in accordance with the Regulation (EU) 537/2014, article 44 of law 4449/2017, decision 1302/2017 of the
Capital Market Commission and the current legislation in general.
4. Audit Committee Meetings
During its meetings, the Audit Committee briefly dealt with the following:
4.1 Statutory Audit
• Reviewed and examined the process of carrying out the statutory audit of the annual financial
statements of the Company and the Group for the year 2022 and the review of the first half of 2023, as well
as the content of the statutory auditor's reports, while meeting with its statutory auditor before the beginning
of the audit procedures in order to be informed and examine the audit plan of the external auditors, as well
as after the completion of the audit and before the publication of the financial statements of the compa
ny
and the consolidated statements to discuss any findings.
• Examined the audit planning, schedule, audit approach, audit scope, materiality determination
method, significant audit matters, key audit matters and risks that could have an impact on the audit process
financial information and informed the Company's Board of Directors about the result of the statutory audit.
• Confirmed the independence of the statutory auditor. The audit firm BDO declared in writing its
independence, as well as the independence of its executives involved in the statutory audit.
• Confirmed that the conditions for changing the certified public accountant for the regular audit of the
financial year were not met and proposed the re-election of the audit firm BDO.
• Reviewed all the fees of the external auditors for the audit work, carried out and confirmed compliance
with the provisions of European Regulation 537/2014. No non-audit work was performed by BDO.
4.2 Financial information
• Reviewed and evaluated the Financial Information drafting process followed by the Company whe
n
issuing the annual and six-monthly financial statements and informed the Board of Directors accordingly.
52
• Reviewed the published information regarding the Company's main risks and uncertainties in relation
to financial information.
• Held meetings with the financial managers of Group’s companies, the internal audit manager, the IT
manager and other executives of the Company and was informed about important issues, such as the work
plan of the IT department, the pending legal cases of the Group and related provisions.
• Recommended to the Board of Directors, the half-yearly and annual financial statements based on
the results of the audit work of the external auditors, the internal audit manager and the above meetings.
4.3 Internal Control System
• Studied and approved the annual internal audit plan, designed on the main risks faced by the Group's
companies.
• Worked with the Internal Auditor and monitored the implementation of the annual audit plan, through
the quarterly reports of the Internal Audit department.
• Reviewed and evaluated the work of the Internal Audit Unit in terms of the adequacy and
effectiveness of the audit carried out, was informed of all audits carried out within the period under review,
their findings, corrective actions agreed with senior management and informed accordingly the Board of
Directors about this, while also monitored the implementation of the corrective actions of the internal audit
findings.
• Evaluated methods used by the Company to identify and monitor the company's key risks.
• Monitored the Company's compliance process with the requirements of the Corporate Governance
Law 4706/2020 through the work of the Internal Audit Unit as well as meetings with the relevant executives
of the Group and the executives who dealt with the specific project.
• Monitored compliance with applicable laws and regulations, including internal corporate policies.
• Reviewed and evaluated the internal control system evaluation process applied by the Company and
informed accordingly the Board of Directors.
• Informed the BoD about the findings of the evaluation of the internal control system based on the
findings of the statutory auditors’ audit work.
4.4 Bylaws
The company's Bylaws were updated during 2022. The audit committee examined the Company’s Bylaws and
after having considered any regulatory developments and according to the minutes 95/19.12.2023 decided
that the Company’s Bylaws does not need to be updated. It is noted that a summary of the Bylaws is available
on the corporate website.
53
4.5 Sustainable Development Policy
The Company, emphasizing its sincere commitment to the principles of Corporate Responsibility and
Sustainable Development, has approved a Sustainability Policy. The policy covers all activities of the Company
and the Group and binds the Company and all its subsidiaries.
The Company with the Sustainability Policy that implements, seeks over time to create value for those
involved with the company, i.e., shareholders, members of the Board of Directors, Executives, other
employees, customers, suppliers, Banks, the Public Sector, society and other social groups that interact with
the company.
To achieve this goal, the company places particular emphasis on, among other things, the training and
development of human resources, health, and safety at work, as well as the protection of the environment,
following the principles of sustainable operation and development.
The Sustainability Policy of the Company reflects the approach and commitment of the Management to the
issues of sustainable development and responsible operation. Responsible operation is a continuous
commitment to substantial management, to generate value for all involved with the company that meets the
modern needs of society and contributes to its overall prosperity. The company has a specific strategy, which
focuses on the important issues related to its activity and seeks its continuous responsible development,
focusing on the critical pillars of ESG business responsibility, namely, Environment, Society, Governance.
Sustainability Policy is an integral part of the Company's business practice model and culture. In the context
of the implementation of Sustainability Policy, the Company develops activities, among others, in the following
areas:
a) Health and safety of employees and products produced.
The Company has set as a non-negotiable priority and primary concern about the protection of health and
safety of its staff. In the context of implementing this priority, the Company has established every best
international practice that contributes to the strengthening and improvement of the safety culture and the
achievement of the goal for "zero accidents" and at the same time organizes training programs, both about
understanding of the risks in the production process and to cultivate a common sense and safety behavior
among employees.
Regarding its products, the company has adopted the following policies to ensure the health and safety of its
products in the framework of the Product Excellence strategy:
• Quality Polic
y
• Food Safety Management Policy
In this context, trainings have been conducted about the safety of employees and premises while at the same
time improvements have been made for the safety of products.
b) Training and development of employees
The Company acknowledges the significant contribution of the personnel to its successful course until today.
Long experience, high expertise, knowledge and creativity of the personnel support the Company’s course
54
for a stable, dynamic and ongoing development. The Company greatly emphasizes at objective evaluation of
its personnel, promoting and enhancing talents and its continuous training as well, planning and conducting
training courses of high added value based on structured methodology, targeted topics and training material
that meet specific needs and cover a wide range of knowledge fields. The Company encourages professional
development and makes maximum use of the knowledge and skills of the personnel whereas filling vacant
posts with
redeployment of staff within the Company is a prevailing principle in the Company’s culture. Within
2023 training courses have been conducted having offered the opportunity to participants to take part, learn
and benefit from trainers of high expertise.
The Company in an effort to embrace and accept diversity set up a new interdepartmental group in order to
develop a culture of diversity and inclusion, within the Company, supporting the long-term effort for becoming
more fair, providing equal opportunities to everyone without discriminations. Equality and equal treatment of
all employees of the Company is a non-negotiable priority.
c) Social Responsibility
The Company aims at the sustainability of the local community through a continuous bilateral cooperation.
The Company covers significant part of its needs in human resources and suppliers from the local community
the Company operates. A significant part of the Company’s employees comes from the local communities and
in that way the Company contributes to the local and national economy.
Within the Company’s social initiatives the following are included: the Company supported vulnerable social
groups and particularly the Company supported 236 non-governmental organizations providing them with
more than 200 tonnes of flour 30 organizations of which were institutions for children with special needs,
assisted in emergency responses having supported its associate bakers who affected from the floods in
Thessaly through free distribution of sacks of flour as well as provided more than 90.000 bottled water to the
flood victims of Magnesia and Thessaly, supported livestock farmers of Magnesia providing them with more
than 80 tonnes of bran, provided 20 tonnes of flour to the earthquake victims in Turkey. Organized two
voluntary blood drives in the Company’s premises, continued granting donations to public welfare institutions,
supported 60 baking schools with a donation of more than 19 tonnes of flour for their training needs,
supported “Food Saving Alliance” providing them with 25.310 food rations in cooperation with the non-profit
organization “We Can” as well as many other initiatives that promote common values for progress,
development and social service such as the implementation of new training courses in the “Loulis Museum”
of the Company.
d) Environmental protection
For the Company, environmental protection is a primary element of its Sustainable Development Policy and
represents a crucial pillar for its business strategy which is continuously adjusted to the constantly changing
business international environment. Conscience about environment is expressed through adopting
Environmental Management Policy for protecting the environment form the Company’s operation and making
specific investments of environmental protection and adopting daily practices as well that combine responsible
environmental management with the effort to continually eliminate the environmental impact. In this context,
55
the Company applies the applicable Law and the management of the implemented environmental programs
are conducted through Environmental Management System which is certified with ISO 14001:2015.
In particular the Company proceeded in:
• Designing preventive measures of addressing problems and emergencies that could arise from Company’s
operation.
• Setting measurable objectives and corresponding programs for the ongoing improvement of the
Company’s environmental performance.
• Regular communication with all the parties involved - personnel, suppliers, business-partners, local
community, companies with identical or similar operation- about environmental issues that affect all
aspects of the Company’s activity in order to assess all the relevant environmental data and raise
awareness among all regarding matters of environmental management.
Also:
• Conducts targeted training sessions of environmental management (i.e. energy-saving programs, actions
and initiatives for the reduction of pollutant emissions, replacement of car fleet with electric vehicles etc.)
• Seeks sustainable use of raw materials and natural resources (i.e. water drainage) and implements
recycling program of metal, equipment, electrical and electronic devices, paper and plastic packages in
association with verified recycling collectors.
• Implements integrated waste system and manages 100% recycling through verified providers of waste
recycling.
• Monitors technological developments and periodically upgrades environmental infrastructure:
o Annual noise and dust measurements are conducted by a verified company for that purpose.
o Conducting emergency drills, fire-protection, depollution.
o Continuous revitalization and afforestation of the surrounding areas of the production plants.
o Achieving significant reduction of water consumption within the last 40 years with the production
process.
o Carrying-out desensitization of organic cereals and flour in conditions of controlled atmosphere
without the use of chemicals.
• Ensures the ongoing training and sensitization of the employees on environmental issues.
In 2023 the installation of an electricity-generating power station in the Company’s warehouse in Mandra has
been completed. Photovoltaics is a technology for generating electricity from the sun
which is the best way
to save energy and contributes to reduce the environmental impact.
e) Corporate governance
56
The Company, recognizing the importance of corporate governance principles and the advantages deriving
from their adoption, follows international best practices and international standards that apply in its areas of
activity, to maximize the benefit for its shareholders and in general about all stakeholders and the society.
As a listed company on the Athens Stock Exchange, the Company applies the current legislation on corporate
governance.
To enhance corporate transparency and control mechanisms, effective management and optimal operational
performance, the Company implements Internal Operating Rules and has adopted the Hellenic Corporate
Governance Code issued in June 2021, by the Hellenic Corporate Governance Council.
In addition, the Code of Conduct, the Policy and Procedures for the Detection and Prevention of Conflict of
Interest, the Whistleblowing Policy, the Anti-Corruption Policy and the Shareholder Policy and Procedure
reflect its commitment and position on transparency, corruption and bribery and conflict of interest.
It is pointed out that the Company in an effort to achieve the above-mentioned objectives of the Sustainability
policy has established and operates the following Directorates - Departments and roles, which are fully staffed
with sufficient and appropriate staff:
• Corporate Responsibility and Communication Directorate.
• Directorate of Human Resources.
• Quality Directorate.
• Department of Internal Audit.
• The role of Risk Management.
• The role of Regulatory Compliance
10/04/2024
The Audit Committee of the Company
Nomination & Remuneration Committee
The Nomination & Remuneration Committee supports the BoD regarding the nomination process and
succession planning of the BoD and the remuneration scheme of Board Members and senior management of
the Company. The Committee is appointed by the BoD and consists of at least three (3) non-executive Board
Members, two (2) of which at least must be independent
non-executive. The independent non-executive
members of the BoD are always the majority of the Committee’s members.
The Nomination & Remuneration Committee of the Company was appointed on 22.06.2022 by the BoD of
the Company and consists of the following members:
57
NAME POSITION
Elisavet Kapelanou – Alexandri
Chairman of the Committee, Independent Non-Executive member of the BoD
Konstantinos Macheras
Member of the Committee, Independent Non-Executive member of the BoD
Georgios Taniskidis
Member of the Committee, Independent Non-Executive member of the BoD
The tenure of the Committee coincides with the tenure of the BoD, i.e. until 22.06.2026.
The Nomination & Remuneration Committee convened four (4) times during 2023 with presence of all its
members (i.e. participation rate 100%).
The Nomination & Remuneration Committee of the Company operates in accordance with its Charter which
is posted on the Company’s site https://www.loulis.com
.
During 2023 the Nomination & Remuneration Committee dealt with the followings: Proposal to the Company’s
BoD regarding the Remuneration Report for the year 1.1.2022 to 31.12.2022 (art. 112 L.4548/2018),
supervision of the training program of the BoD members, senior management, internal auditor, risk
management and regulatory compliance and information system managers, succession plan of CEO and
evaluation of the Company’s BoD.
The Nomination & Remuneration Committee, in the context of its work, examined its performance and found
that the maximum effectiveness of its operation is ensured since the Committee fully performed its duties
and carried out timely and adequately all the works assigned.
Sustainable Development Policy of the Company
Company’s Vision
Creating value for human nutrition.
The Mission
Production and distribution of innovative and competitive raw materials of high quality as well as providing
high-level services in the food market
With respect to the Company’s tradition of 3 centuries, the commits itself to be a pioneer and develop with
environmental and social responsibility, as well as to create value for its customers, employees, shareholders
and the society
The Company targets at being the leader in the market of Southeast Europe and at the same time enforce
its export orientation with environmental and social responsibility.
Financial Improvement & Corporate Governance
All companies should voluntarily integrate in their business activity and in the relationship with their business-
partners social and environmental practices as they realize that responsible behavior leads to their
sustainability and to sustainable business success.
In Loulis Food Ingredients a specific strategy of corporate responsibility and sustainable development is
58
followed.
The Company identifies and manages the impact arising from its operation:
• On economy (market)
• On people
• On environment
• On society
and seeks to reduce the negative effect and increase the positive one.
The Company aims at achieving valid financial results, following the applicable legal framework regarding
corporate governance. Evaluates the opportunities and manages business risks in an effort to ensure its
continuous and smooth operation.
Moreover, the Company complies with all the relevant laws aiming at carrying out its activities with total
transparency and integrity taking into account its share of moral and regulatory obligations.
Priority of Loulis Food Ingredients SA is achieving strategic goals such as good competitiveness and corporate
performance, through exclusively legal behavior. Based on the above, the Company does not encourage and
does not tolerate illegal or immoral business activities.
The Company prepares the Sustainability Report in which the international standards of Sustainable
Development are included.
Relations with Third Parties
Loulis Food Ingredients SA has adopted a customer-oriented approach of customer service aiming at meeting
their best interests and the Company invests in research and development providing a wide range of products
of high quality.
Moreover, the Company targets at creating added value for its customers not only through providing them
with products of high quality but also supporting them with excellent and personalized services. In that way
the Company reinforces its position in the continually developing business environment.
In addition, the Company expects the commitment of its suppliers and business-partners regarding their
sound and responsible business behavior.
Human Resources
The protection of human rights as well as providing a healthy and safe working environment are Company’s
primary goals.
The Company respects and supports the internationally recognized human rights, through the adoption of
policies of fair reward, merit and equal opportunities, free of discriminations for its entire personnel whereas
ensures the development of its staff and the BoD members according to the training Policy of the Company.
59
The Company does not tolerate any kind of discrimination regarding, sex, religion, age, ethnicity, social
background, disability, beliefs, sexual orientation or political views. These principles apply for hiring new staff,
employees with contract and the professional development of the Company’s staff. The only factors affecting
decisions about employment is performance, experience, personality, effectiveness, skills, qualifications and
character.
The Company and its subsidiaries are against any kind of forced labor. All the works performed within the
Company should be of own willing and according to the applicable legislation.
The Company constantly ensures health and safety at all levels of its activity, including personnel, business-
partners, customers and visitors. The Company strictly complies with the applicable legislation and fully
applies all the appropriate standards, directives and procedures regarding health and safety.
Environment
Environmental management is one of the Company’s priorities and in that context the Company applies the
prevention principle and takes systematic actions aiming at minimizing as much as possible the environmental
impact with the adoption of good environmental practices.
The operation of the Company and of its subsidiaries ensure the best management of natural resources, the
promotion of a green culture to its personnel, the compliance with the applicable local and EU legislation as
well as with the specific environmental criteria of operation of each unit. The Company operates with total
transparency and participates in an open dialogue about environmental issues with all the interested parties.
Local community
The Company actively participates and responds with social responsibility to issues concern the local
community. Designs and carries out actions aiming at elimination of social problems such as employment
issues, educational development, welfare and culture.
The Company at the same time encourages its personnel and its business-partners as well to participate on
voluntary actions and take initiatives for the Sustainable Development of the local community.
In the core of the business model of sustainable development is the human being and not only the economic
profit making the role of management of a company more difficult and demanding as it is not easy enough
for someone to strike the right balance between achieving economic goals of a company and respect of
principles and regulations of ESG criteria.
Loulis Food Ingredients SA gradually and continuously integrate the ESG criteria and goals (Environment,
Social, Governance) in its investment strategy for all of its activities. At mid-term and long-term that process
shall result in an improved investment impact on environment, society and adoption of corporate governance
best practices. At the same time, the Company expects, after the adoption of ESG’s practices, to contribute
to reducing investment risks and strengthen the performance of its investment.
Significant non-financial matters regarding long-term sustainability of the Company
a
)
Hygiene and Safety of employees and products
60
The Company has set unconditional priority and primary concern the protection of the health and safety of
its personnel. In the context of applying that priority, the Company has adopted every international best
practice that contributes to the strengthening and improving of the safety culture and achieving the goal for
“zero accidents” and at the same time conducts training programs about awareness of hazards on the
production process and promoting of a common sense and safety behavior among employees.
Regarding products, the Company has applied the following policies to ensure the hygiene and safety of the
its products in the context of Product Superiority strategy:
• Quality Policy
• Qua
lity and Food Safety Policy
b
)
Training and development of employees
The Company acknowledges the significant contribution of the personnel to its successful course until today.
Long experience, high expertise, knowledge and creativity of the personnel support the Company’s course
for a stable, dynamic and ongoing development. The Company greatly emphasizes at objective evaluation of
its personnel, promoting and enhancing talents and its continuous training as well, planning and conducting
training courses of high added value based on structured methodology, targeted topics and training material
that meet specific needs and cover a wide range of knowledge fields. The Company encourages professional
development and makes maximum use of the knowledge and skills of the personnel whereas filling vacant
posts with
redeployment of staff within the Company is a prevailing principle in the Company’s culture. Within
2023 training courses have been conducted having offered the opportunity to participants to take part, learn
and benefit from trainers of high expertise. Some of these courses have been conducted on a repetitive basis.
c)
S
ocial Responsibility
The Company aims at the sustainability of the local community through a continuous bilateral cooperation.
The Company covers significant part of its needs in human resources and suppliers from the local community
the Company operates. A significant part of the Company’s employees comes from the local communities and
in that way the Company contributes to the local and national economy.
Within the Company’s social initiatives the following are included: the Company supported vulnerable social
groups and particularly the Company supported 236 non-governmental organizations providing them with
more than 200 tonnes of flour 30 organizations of which were institutions for children with special needs,
assisted in emergency responses having supported its associate bakers who affected from the floods in
Thessaly through free distribution of sacks of flour as well as provided more than 90.000 bottled water to the
flood victims of
Magnesia and Thessaly, supported livestock farmers of Magnesia providing them with more
than 80 tonnes of bran, provided 20 tonnes of flour to the earthquake victims in Turkey. Organized two
voluntary blood drives in the Company’s premises, continued granting donations to public welfare institutions,
supported 60 baking schools with a donation of more than 19 tonnes of flour for their training needs,
supported “Food Saving Alliance” providing them with 25.310 food rations in cooperation with the non-profit
organization “We Can” as well as many other initiatives that promote common values for progress,
61
development and social service such as the implementation of new training courses in the “Loulis Museum”
of the Company.
d) Environmental protection
For the Company, environmental protection is a primary element of its Sustainable Development Policy and
represents a crucial pillar for its business strategy which is continuously adjusted to the constantly changing
business international environment. Conscience about environment is expressed through adopting
Environmental Management Policy for protecting the environment form the Company’s operation and making
specific investments of environmental protection and adopting daily practices as well that combine responsible
environmental management with the effort to continually eliminate the environmental impact. In this context,
the Company applies the applicable Law and the management of the implemented environmental programs
are conducted through Environmental Management System which is certified with ISO 14001:2015.
In particular the Company proceeded in:
• De
signing preventive measures of addressing problems and emergencies that could arise from Company’s
operation.
• S
etting measurable objectives and corresponding programs for the ongoing improvement of the
Company’s environmental performance.
• Regular communication with all the parties involved - personnel, suppliers, business-partners, local
community, companies with identical or similar activity- about environmental issues that affect all aspects
of the Company’s activity in order to assess all the relevant environmental data and raise awareness
among all regarding matters of environmental management.
Also:
• Conducts targeted training sessions of environmental management (i.e. energy-saving programs, actions
and initiatives for the reduction of pollutant emissions,
replacement of car fleet with electric vehicles etc.)
• S
eeks sustainable use of raw materials and natural resources (i.e. water drainage) and implements
recycling program of metal, equipment, electrical and electronic devices, paper and plastic packages i
n
a
ssociation with verified recycling collectors.
• Implements integrated waste system and manages 100% recycling through verified providers of waste
recycling.
• Monitors technological developments and periodically upgrades environmental infrastructure:
o Annual noise and dust measurements are conducted by a verified company for that purpose.
o Conducting emergency drills, fire-protection, depollution.
o Continuous revitalization and afforestation of the surrounding areas of the production plants.
o Achieving significant reduction of water consumption within the last 40 years with the production
p
rocess.
62
o Carrying-out desensitization of organic cereals and flour in conditions of controlled atmosphere
without the use of chemicals.
• Ensures the ongoing training and sensitization of the employees on environmental issues.
Standards used in publishing non-financial information of the Company
Through publishing the Sustainability Development Report (seventh consecutive report) the Company aims
at interested parties’ comprehensive information regarding the quantitative and qualitative data related to
the Company’s performance in achieving its goals about Environmental, Social and Governance issues. These
have been prepared in line with GRI criteria and underline and meet ESG’s criteria (Environmental, Social and
Governance criteria) according to the ESG Reporting Guide of the Athens Stock Exchange.
ESG criteria include several indicators that measure Company’s performance and adapt its behavior so as to
be in line with those criteria. ESG criteria are used and been assessed by prospective investors who wish to
focus on responsible investments.
Moreover, for the determination of the Report’s context, the Company used the basic version of GRI
STANDARDS 2021 (“This report has been prepared in accordance with the GRI Standards: Core option”) and
at the same time the requirements of Food Processing Sector Supplement of the GRI guidelines have been
used. In addition the seven fundamental Principles of Social Responsibility of the international standard ISO
26000:2010 have been taken into account.
The Company clearly defined its limits and effect on sustainable development after taking into account the
Sustainable Development Goals – SDGs of the UN, examining the impact of its several essential issues on
each one of the 17 Goals.
Through the publishing of this report, the Company wishes to start and strengthen the dialogue with all the
interested parties so as to support its strategy for the development of a sustainable and responsible business
environment, for a greater contribution to economy, society and environment.
Targeting at transparency and strengthening the reliability of data the Company assigned an independent
company of providing assurance on sustainability reports the external assurance of its Sustainability
Development Report.
The Company based on the GRI standards and Sustainable Development Goals – SDGs of the UN is committed
to pinpoint opportunities that could improve its strategy and decision-making regarding its operating
performance, reducing the risks related to climate change and economic development.
Decision-making procedure regarding transactions with related parties
The related parties transaction process aims to describe the way related party transactions must be approved
in accordance with the applicable legal framework and the way they must follow by the Company's staff prior
to the signing/approval of a related party transaction.
Each affiliated company follows the rules regarding transparency, independent financial management,
accuracy and correctness of its transactions, according to law. Transactions between the Company and its
63
affiliated companies are made at a price or consideration, which is proportional to what would be agreed in
case the transaction would be made with another natural or legal person, within the prevailing market
conditions at the time of the transaction and especially in proportion to the price or consideration agreed by
the Company, when it is traded with any third party, in accordance with the relevant provisions of the relevant
legislation.
In the context of the application of International Accounting Standards and International Financial Reporting
Standards and specifically in accordance with IAS 24 "Disclosures of Related Parties", the Company is required
to disclose mainly through periodic financial statements the transactions between related parties. According
to the provisions of that standard, in addition to the companies (subsidiaries and affiliates) being part of the
Group of the Company, the BoD members, senior management, close members of the family thereof as well
as third entities in which the above parties have a significant stake (>20%) and who, on account of the
nature of such transactions, have significant influence over the Company’s decisions, strategies or economic
activities.
On the responsibility of Financial Department, information relevant to the above transactions between related
parties is included in the report accompanying the financial statements of the Company, for the shareholders’
information.
In the context of the above, within 2023 the Company carried out the following transactions with related
parties, as described in Chapter H of the Annual Report Of The Board Of Directors.
H. Significant transactions with Related Parties
The cumulative amounts for sales and purchases from the beginning of the current year and the balances of
the Group’s and the Company’s receivables and liabilities accounts at the end of the current year, which have
resulted from its transactions with related parties, as per IAS 24, are as follows:
Transactions with related parties
Group
01.01.2023 - 31.12.2023
01.01.2022 - 31.12.2022
Sales of
Goods and
Services
Purchases of
Goods and
Services
Sales of
Goods and
Services
Purchases
of Goods
and Services
Affiliated Companies
376.158
0
1.158
0
Executives and Members of the Management
0
0
0
0
Total:
376.158
0
1.158
0
31.12.2023
31.12.2022
Receivables
Liabilities
Receivables
Liabilities
Affiliated Companies
125.000
0
0
0
Executives and Members of the Management
505.935
1.965
455.773
849
Total:
630.935
1.965
455.773
849
64
Company
01.01.2023 - 31.12.2023
01.01.2022 - 31.12.2022
Sales of
Goods and
Services
Purchases
of Goods
and Services
Sales of
Goods and
Services
Purchases
of Goods
and Services
Kenfood SA
832.168
2.787.115
646.698
1.887.981
Greek Baking School S.A.
(removal from G.E.M.I. on 29/09/2023)
0
0
8.400 20.000
Loulis Logistics Services SA
480
0
480
0
Loulis International Foods Enterprises Bulgaria Ltd
0
0
0
0
Loulis Mel-Bulgaria EAD
239.907
2.819.205
283.395
6.535.022
LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY Ltd
1.200
0
0
0
Affiliated Companies
1.158
0
1.158
0
Executives and Members of the Management
0
0
0
0
Total:
1.074.913
5.606.320
940.131
8.443.003
31.12.2023
31.12.2022
Receivables
Liabilities
Receivables
Liabilities
Kenfood SA
144.095
570.571
68.724
138.836
Greek Baking School S.A.
(removal from G.E.M.I. on 29/09/2023)
0
0
0 0
Loulis Logistics Services SA
0
0
0
0
Loulis International Foods Enterprises Bulgaria Ltd
0
0
0
0
Loulis Mel-Bulgaria EAD
0
0
5.119.575
365.666
LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY Ltd
0
0
0
0
Affiliated Companies
0
0
0
0
Executives and Members of the Management
0
266
366
849
Total:
144.095
570.837
5.188.665
505.351
Fees of Executives and Members of the Management
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Salaries and other benefits
1.405.640
1.619.480
983.130
908.930
Total:
1.405.640
1.619.480
983.130
908.930
There are no other significant transactions with the associated companies for 2023.
I. Significant Events after the end of the fiscal year 2023
The most significant events that took place subsequently of December 31, 2023 and until the date of the
Financial Statements’ preparation are as follows:
Reconstitution of the Board of Directors into a body.
On January 8th, 2024 following the positive proposal of the Company’s
Remuneration and Nomination
Committee the BoD decided and elected Mr. Arnoud van den Berg as a new non-executive member of the
BoD, replacing the resigned non-executive member Mr. Gianluca Fabbri of Bruno, for the remainder of the
BoD’s term i.e. until 22/6/2026.
65
Therefore, the BoD of the Company formed again into a body as flollows:
1. Mr.
Nikolaos Loulis of Konstantinos, Chairman of the BoD, Executive Member
2. M
rs. Elisavet Kapelanou – Alexandri of Spyridon, Vice-Chairman of the BoD - Independent Non-
Executive Member
3. Mr. Nikolaos Fotopoulos, of Spyridon, Chief Executive Officer – Executive member
4. M
r.
Spyridon Theodoropoulos of Ioannis, Member of the BoD - Non-Executive Member
5. M
r. Arnoud van den Berg of Johannes Cornelis, Member of the BoD - Non-Executive Membe
r
6. M
r. Konstantinos Macheras of Dimitrios, Member of the BoD - Independent Non-Executive Member
7. M
r. Georgios Taniskidis of Ioannis, Member of the BoD - Independent Non-Executive Member
T
he term of the aforementioned Board of Directors is of four (4) year i.e. until 22/6/2026 which shall be
extended until the expiry of the deadline, within of which the immediately following Ordinary General Meeting
must convene and until taking such decision.
J. Information pursuant to Article 50, par. 2 of Law 4548/2018 for acquired Own Shares
The Company did not possess any own shares at the date of the Ffinancial Statements’ preparation.
JΑ. Explanatory Report of the Board of Directors (pursuant to article 4, par. 7 & 8 of law
3556/2007)
This Explanatory Report of the Board of Directors to the Annual General Meeting of shareholders includes
detailed information in accordance with the provisions of paragraph 1 of article 11a pursuant to Law
3371/2005 as in force.
1.
Share Capital Structure.
The Company’s share capital amounts to € 16.093.063,20, divided into 17.120.280 shares with the nominal
value of € 0,94 per each. All shares are ordinary, registered, voting shares, listed for trading on the Athens
Exchange and particularly in the Mid Cap class. The Company’s shares are common, nominal with voting
right.
2.
Restrictions on the transfer of Company’s share
s.
There are no restrictions in the Company’s Articles of Association regarding transfer of the company’s shares
and the transfer is conducted in accordance to Law.
3. S
ignificant direct or indirect participations according to articles 9-11 of Law 3556/2007
On settlement date 31.03.2024 Mr. Loulis Nikolaos holds 48,47%, Mrs Evangelia Louli holds 6,86%, and A
L
DAH
RA AGRICULTURE SPAIN SLU holds 20,01% of the share capital of the Company. There is no other
natural or legal person that owns more than 5% of the share capital.
4. H
olders of any type of share providing special rights of control
.
66
There are no Company’s shares providing their holders with any special control rights.
5. Restrictions on voting rights.
There are no restrictions in the Company’s Articles of Association regarding voting rights
6. Agreements between Company’s shareholders.
The Company is not aware of any agreements between its shareholders which might result in restrictions on
the transfer of its shares or the exercise of voting rights.
7. Rules of appointment and replacement of members of the Board of Directors and amendment
of Articles of Association which are differentiated from those as specified in Law 4548/2018.
The provisions set out in the Company’s Articles of Association regarding the appointment and replacement
of its BoD members as well as the amendment of its Articles of Association do not differ from the provisions
of the Law 4548/2018.
8. Responsibility of the Board of Directors for issuing new shares or purchase own shares.
According to the provisions of article 6 of Company’s Articles of Association, within five years from the relevant
decision of the General Meeting, the BoD, following a decision taken with the quorum and majority
requirements prescribed in Law 4548/2018, has the right to increase the share capital partially or in full by
issuing new shares, for an amount that cannot exceed the triple of the paid up share capital at the date the
relevant authority has been granted to the BoD. Pursuant to the provisions of art. 49 of Law 4548/2018,
public limited companies, following a decision of the General Meeting of their shareholders, can acquire own
shares, up to 10% of their total number of shares, based on the specific terms and procedures of the art. 49
of Law 4548/2018. There is no any contrary provision in the Company’s Articles of Association.
9. Important agreement made by the Company, which will come into effect, be amended or
expire upon any changes in the Company’s control following a public offer and the results of
this agreement.
There are no such agreements.
10. Agreements made between the Company and its BoD members or its personnel, regarding
compensation in case of resignation or release from duties without sufficient reason or in case
of termination of their term or employment due to a public offer.
There are no agreements between the Company and the members of its Board of Directors or its personnel
for the payment of compensation particularly in the event of resignation or termination of employment
without sufficient reason or termination of tenure or employment due to public offer.
JB. Dividends per Share
The BoD of the Company after taking into account the financial results of the year 2023, the financial position
of the Company, the prospects as well as the conditions prevailing in the wider financial environment shall
propose in the following Annual General Meeting of the Shareholders the distribution of dividends from the
profit of the year 2023 of a gross amount of € 0,12 per share. The proposed distribution is subject to the
approval of the Ordinary General meeting of the Shareholders.
67
JC. Corporate Social Responsibility
The Annual Corporate Social Responsibility Report of the Group LOULIS FOOD INGREDIENTS, based on a
internationally recognized reporting standard (GRI Standards), shall be available to the public and posted on
the Company’s webpage (www.loulis.com
).
The Chairman of the Board of Directors
Nikolaos K. Loulis
Soupri, Magnisia April 24, 2024
The Board of Directors
68
Independent Auditor’s Report
To the Shareholders of LOULIS FOOD INGREDIENTS 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 the Company LOULIS
FOOD INGREDIENTS S.A. (the Company), which comprise the separate and consolidated statement of
financial position as at December 31, 2023, and the separate and consolidated statements of
comprehensive income, changes in equity and cash flow for the year then ended, as well as and the notes
to the financial statements, including material accounting policy information.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all
material respects, the financial position of the Company LOULIS FOOD INGREDIENTS S.A. and its
subsidiaries (the Group) as of December 31, 2023, their financial performance and their cash flows for the
year then ended in accordance with International Financial Reporting Standards as endorsed by the
European Union.
Basis for Opinion
We conducted our audit in accordance with the International Standards on Auditing (ISAs) as incorporated
in Greek Legislation. Our responsibilities, under those standards are described in the “Auditor’s
Responsibilities for the Audit of the separate and consolidated financial statements” section of our report.
During our audit, we remained independent of the Company and the Group, in accordance with the
International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA
Code) as incorporated in Greek legislation and the ethical requirements relevant to the audit of the
separate and consolidated financial statements in Greece and we have fulfilled our responsibilities in
accordance with the provisions of the currently enacted law and the requirements of the IESBA Code. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the separate and the consolidated financial statements of the current period. These matters and
the related risks of material misstatement were addressed in the context of our audit of the separate and
the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key audit matter
How our audit addressed the Key audit matter
Valuation of inventories
As described in Note 7.9 of the financial
statements the value of the inventories as
We performed a risk-based approach, and our audit
includes, among others, the following procedures:
69
included in the statement of financial
position of the Group and the Company at
December 31, 2023 amounts to € 31.132.291
and € 23.868.456 respectively.
The Group and the Company valuate
inventories at the lower of cost and net
realizable value.
For the determination of the net realizable
value the Management of the Company
performs appropriate estimates, based on
the maturity of the inventories, their
movement during every reporting period as
well as any liquidation future plans.
We consider valuation of inventories of the
Group and the Company a key audit matter
due to the significant value of the inventories
as well as the judgment and estimations
involved by the Management in the
determination of their net realizable value.
The disclosures of the Group and the
Company regarding the accounting policy
applied for the valuation of inventories are
described in Notes 6.8.7, 6.9.6 and 7.9 of the
financial statements.
• The understanding and the test of the
procedures designed by the Management
regarding inventories.
• We attended physical
inventory counting in
Company’s warehouses and production
facilities.
• O
n a sample basis we tested the verification of
both the purchase and the production cost.
• We examined on a sample basis the available
accounting records used to determinate the ne
t
realizable value and the identification of
obsolete stock.
• W
e evaluated the reasonableness of estimate
s
a
nd assumptions used by the Management for
the valuation of inventories.
• W
e also assessed the adequacy and
appropriateness of the relating disclosure
s
in
cluded in the financial statements.
Recoverability of trade receivables
As described in Note 7.10 of the financial
statements, the value of the trade
receivables as included in the statement of
financial position of the Group and the
Company at December 31, 2023, amounted
to € 48.647.079 and € 43.747.513
respectively, whereas the relevant
accumulated impairment provision amounts
to € 7.659.544
και € 7.242.507 respectively.
Management evaluates the recoverability of
the trade receivables of the Group and the
Company and estimates the necessary
impairment provision for the expected credit
loss.
We performed a risk-based approach, and our audit
includes, among others, the following procedures:
•
The understanding and the examination of the
credit control procedures of the Group and the
Company designed for credit granting to
customers as well as the monitoring of the trade
receivables.
•
The evaluation of the assumptions and
methodology used by the Management of the
Company to determine the recoverability of the
trade receivables or their classification as bad
debts, taking into account the customers’ ageing
70
Management, in order to estimate the
amount of impairment of its trade
receivables, evaluates their recoverability,
by reviewing the maturity of the customers’
balances, their credit history and the
settlement of the subsequent payments.
Given the significance of the matter above
and the level of the judgements and
estimations that were required we consider
recoverability of trade receivables a key
audit matter.
The disclosures of the Group and the
Company regarding the trade receivables are
described in Notes 6.8.9, 6.9.7 and 7.10 of
the financial statements.
analysis and any guarantees and collaterals
provided by the customers.
• The examination of the response letters received
f
rom legal advisors concerning the matters they
dealt with through the year so as to identify
indications of trade balances that may not be
recoverable in the future.
• We received third party confirmation letters on a
sample basis of the trade receivables and
performed procedures subsequent to the
financial statements date for collections against
end year balances.
• The examination of the maturity of the year-end
trade receivable balances and the existence of
any debtors facing financial difficulty. Discussion
with the Management and examination of the
recent mail between the Company and its
customers. Evaluation of t
he publicly available
information.
• Recalculation of the expected credit loss taking
into account the calculation model used by the
management and we confirmed the completeness
and the accuracy of the data.
•
We also assessed the adequacy and
appropriateness of the disclosures included in the
financial statements.
O
ther Information
Management is responsible for the other information. The other information is included in the Board of
Directors’ Report, as referred to the “Report on other Legal and Regulatory Requirements” section, in the
Declaration of the Board of Directors Representatives, but does not include the financial statements and
our auditor’s report thereon. Our opinion on the separate and consolidated financial statements does not
cover the other information and we will 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 identified above and, in doing so, consider whether the other information is
materially inconsistent with the separate and consolidated financial statements, or our knowledge obtained
in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this respect.
71
Responsibilities of Management and Those Charged with Governance for the separate and consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the separate and consolidated
financial statements in accordance with International Financial Reporting Standards, as endorsed by the
European Union, and for such internal control as Management determines is necessary to enable the
preparation of separate and consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the separate and consolidated financial statements, Management is responsible for assessing
the Company’s and Group’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless, Management either intends to
liquidate the Company and the Group or to cease operations, or has no realistic alternative but to do so.
The Audit Committee (art. 44 of Law 4449/2017) of the Company is responsible for overseeing the
Company’s and the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the separate and consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the separate and the 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 in Greek Legislation,
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these separate and consolidated financial statements.
As part of an audit in accordance with ISAs as incorporated in Greek Legislation, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the separate and consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal control relevant to the audit, in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s and the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by Management.
• Conclude on the appropriateness of Management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s and the Group’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in
72
our auditor’s report to the related disclosures in the separate and consolidated financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Company and the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the separate and consolidated financial
statements, including the disclosures, and whether the separate and consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the separate and consolidated financial
statements. We are responsible for the direction, supervision and performance of the audit of the
Company and the Group. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the separate and consolidated financial statements of the current
period and are therefore the key audit matters.
Report on Other Legal and Regulatory Requirements
1. Board of Directors’ Report
Taking into consideration that Management is responsible for the preparation of the Board of Directors’ Report and
the Corporate Governance Statement, which is included therein, according to the provisions of paragraph 5 of article
2 of L. 4336/2015 (part B), we note that:
a) The Board of Directors’ Report includes the Corporate Governance Statement which provides the
information required by Article 152 of Law 4548/2018.
b) In our opinion the Board of Directors’ Report has been prepared in accordance with the applicable legal
requirements of articles 150-151 and 153 and of paragraph 1 (cases c’ and d’) of article 152 of Law
4548/2018 and its content is consistent with the accompanying separate and consolidated financial
statements for the year ended 31.12.2023.
c)
B
ased on the knowledge we obtained during our audit about the company “LOULIS FOOD INGREDIENTS
S.A.” and its environment, we have not identified any material inconsistencies in the Board of Directors’
Report.
2. A
dditional Report to the Audit Committee
73
Our audit opinion on the separate and the consolidated financial statements is consistent with our
Additional Report to the Audit Committee of the Company, referred to in article 11 of EU Regulation
537/2014.
3. Provision of Non-Audit Services
We have not provided to the Company and the Group any prohibited non-audit services referred to in
article 5 of EU Regulation No 537/2014 or other permitted non-audit services.
4. Auditor’s Appointment
We were appointed as statutory auditors for the first time by the General Assembly of shareholders of the
Company on 23/06/2014. Our appointment has been, since then, uninterrupted renewed by the Annual
General Assembly of shareholders of the Company for 10 consecutive years.
5. Rules of Procedure
The Company has in place Rules of Procedure 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 “LOULIS FOOD INGREDIENTS.A.” (hereinafter Company and 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, 2023, in XHTML format, as well as the provided XBRL file (to name the file
213800SZN4MZXLBCIB60-2023-12-31-el.zip) with the appropriate mark-up, on the aforementioned
consolidated financial statements, including other explanatory information (Notes to the 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 accordance 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 flow, as well as the
financial information included in the other explanatory information, shall be marked-up with XBRL tags
(XBRL “tags” and “block 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 Group for the year ended December 31, 2023, in accordance with the
74
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 and the Group, 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, 2023, in XHTML file format,
as well as the provided XBRL file (to name the file 213800SZN4MZXLBCIB60-2023-12-31-en.zip) with the
appropriate mark-up on the above consolidated financial statements, including the other explanatory
information, have been prepared, in all material respects, in accordance with the requirements of the
ESEF Regulatory Framework.
BDO Certified Public Accountant S.A.
449 Mesogion Ave,
Athens- Ag. Paraskevi, Greece
Reg. SOEL: 173
Ag. Paraskevi, April 24, 2024
Certified Public Accountant
Andriana K. Lavazou
Reg. SOEL: 45891
75
Annual Financial Statements
1. Statement of Financial Position
(Amounts in €)
GROUP
COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
ASSETS
Note
Non-Current Assets
Property, Plant and Equipment
7.2
91.403.257
92.603.985
Investment Property
7.3
477.000
495.994
Right of Use Assets
7.4
1.140.828
640.727
Other Intangible Assets
7.5
788.466
1.007.860
Goodwill
7.6
0
0
Investments in Subsidiaries
7.7
19.127.258
14.174.033
Other Non-Current Receivables
7.8
279.564
306.451
Deferred Tax Assets
7.16
0
0
113.216.373
109.229.050
Current Assets
Inventories
7.9
23.868.456
30.885.839
Trade Receivables
7.10
43.747.513
44.806.361
Derivative Financial Assets
7.11
0
9.380
Cash and Cash Equivalents
7.12
6.814.932
8.977.563
Other Current Assets
7.13
2.720.795
9.417.801
77.151.696
94.096.944
Total Assets
190.368.069
203.325.994
EQUITY AND LIABILITIES
Equity attributable to Equity Holders of the Parent
Share Capital
16.093.063
16.093.063
Share Premium Account
29.547.925
31.602.358
Other Reserves
7.14
56.591.553
49.624.658
Equity attributable to Equity Holders of the Parent
102.232.541
97.320.079
Non-Controlling Interest
0
0
Total Equity
102.232.541
97.320.079
Non-Current Liabilities
Non-Current Loans and Borrowings
7.15
30.525.000
53.675.000
Deferred Tax Liabilities
7.16
11.092.241
11.423.856
Provisions for Retirement Benefits
7.17
385.935
346.055
Non-Current Lease Liabilities
7.4
783.207
448.291
Other Non-Current Liabilities
7.18
3.061.844
3.221.661
45.848.227
69.114.863
Current Liabilities
Trade Payables
7.19
11.721.807
11.405.423
Loans and Borrowings
7.15
23.205.739
12.751.710
Derivative Financial Liabilities
7.11
0
267.878
Tax Liabilities
7.20
2.933.384
1.318.562
Current Lease Liabilities
7.4
379.970
204.898
Other Current & Accrued Liabilities
7.21
4.046.401
10.942.581
42.287.301
36.891.052
Total Equity and Liabilities
190.368.069
203.325.994
76
2. Statement of Comprehensive Income
(Amounts in €)
GROUP
COMPANY
Note
1/1-
31/12/2023
1/1-
31/12/2022
1/1-
31/12/2023
1/1-
31/12/2022
Revenue
7.22
176.663.442
173.303.050
Cost of Sales
(172.632.334 )
(169.967.044 )
(151.824.208)
(150.290.802)
Gross Profit
24.839.234
23.012.248
Other Income
7.23
3.952.948
4.083.541
Distribution Expenses
7.24
(18.287.074 )
(16.713.114 )
(15.083.275)
(13.647.112)
Administration expenses
7.25
(7.971.832 )
(8.467.885 )
(6.986.138)
(7.290.712)
Other Expenses
7.26
(2.108.623 )
(1.970.273 )
(1.177.773)
(1.927.064)
Fair value valuation of Bonds and Participations
(466.954 )
(872.638 )
(506.078)
(872.638)
Financial Income
7.27
7.670.684
133.116
Financial Expenses
7.27
(5.206.439 )
(2.457.358 )
(4.613.802)
(2.211.295)
Profits/(Losses) before Taxes
8.095.800
1.280.084
Tax Expense
7.28
(2.043.123 )
(593.460 )
(2.011.618)
(718.679)
Net Profit of the Year
6.084.182
561.405
Owners of the Parent Company
6.084.182
561.405
Non-Controlling Interests
(1.618 )
(97 )
0
0
Other Comprehensive Income
Items that will be Reclassified to Profit or Loss
0
0
Profit/(Loss) on Revaluation of Property
7.29
1.421.969
4.875.372
Actuarial Profits/(Losses)
(10.649 )
(9.303)
42.067
Income Tax that relates to Other Comprehensive Income
(310.462 )
(1.082.699 )
(310.786)
(1.081.837)
Items that will not be Reclassified to Profit or Loss
1.101.880
3.835.602
Total Comprehensive Income for the Year
7.186.062
4.397.007
Profit of the Year Attributable to:
Owners of the Parent Company
7.186.062
4.397.007
Non-Controlling Interests
(1.618 )
(97 )
0
0
Earnings per Share for Profits Attributable to the
Owners of the Parent
Basics
7.30
0,3554
0,0328
Diluted
7.30
0,3554
0,0328
Proposed Dividend per Share
0,1200
0,0000
Depreciation
5.632.794
4.710.080
Earnings before Interest and Tax
6.472.999
5.345.526
Earnings before Interest, Tax, Depreciation and
Amortization
12.105.793
10.055.606
77
3. Statement of Changes in Equity
3.1 Group
(
Amounts in €)
Share Capital
Share
Premium
Statutory
Reserves
Extraordinar
y
Reserves
Non
Taxable
Reserves
Resereve
for Entity’s
Own Shares
Reserves from
the
Revaluation
of Assets
Reserves from
Foreign
Exchange
Differences
Other
Reserves
Profit/(Loss
)
for the
period after
taxes
Equity
before
non-controlling
interest
Non-
controlling
Interest
Equity
after
non-controlling
interest
Balance at January 1
st
2022
Profits/(Losses) for the Period after Taxes
(97 )
Actuarial Profits/(Losses)
Profit/(Losses from revaluation of Property
Net Revenue/Expenses directly recognized in
Equity
Dividends
(1.225.146 )
(1.225.146 )
(1.225.146 )
Share Capital Increase
Return of Capital to shareholders
Sales/(Purchases) of Own Shares
Change in Reserves
(70.518 )
Minorities
Other movements
(91.070 )
(91.070 )
(91.070 )
Net Position at December 31
st
2022
Balance at January 1
st
2023 16.093.063 31.602.358 2.146.924 103.990 3.420.457 0 9.804.935 1.061.889 7.651.779 25.661.238 97.546.633 392 97.547.025
Profits/(Losses) for the Period after Taxes 0 0 0 0 0 0 0 0 0 6.264.026 6.264.026 (1.618 ) 6.262.408
Actuarial Profits/(Losses) 0 0 0 0 0 0 0 0 0 (8.278 ) (8.278 ) 0 (8.278 )
Profit/(Losses from revaluation of Property 0 0 0 0 0 0 1.109.136 0 0 0 1.109.136 0 1.109.136
Net Revenue/Expenses directly recognized in
Equity
Dividends 0 0 0 0 0 0 0 0 0 (219.167 ) (219.167 ) 0 (219.167 )
Share Capital Increase 2.054.433 (2.054.433 ) 0 0 0 0 0 0 0 0 0 0 0
Return of Capital to shareholders (2.054.433 ) 0 0 0 0 0 0 0 0 0 (2.054.433 ) 0 (2.054.433 )
Sales/(Purchases) of Own Shares 0 0 0 0 0 0 0 0 0 0 0 0 0
Change in Reserves 0 0 94.061 0 0 0 0 0 0 (94.061 ) 0 0 0
Minorities 0 0 0 0 0 0 0 0 0 66.813 66.813 24.480 91.293
Other movements 0 0 0 0 (212.171 ) 0 0 0 0 212.171 0 0 0
Net Position at December 31
st
2023 16.093.063 29.547.925 2.240.985 103.990 3.208.286 0 10.914.071 1.061.889 7.651.779 31.882.742 102.704.730 23.254 102.727.984
78
3.2 Company
(Amounts in €)
Share Capital
Share
Premium
Statutory
Reserves
Extraordinary
Reserves
Non
Taxable
Reserves
Resereve
for Entity’s
Own Shares
Reserves from
the
Revaluation
of Assets
Other
Reserves
Profit/(Loss)
for the
period after
taxes
Total Total Equity
Balance at January 1
st
2022 16.093.063 31.602.358 1.973.663 103.990 3.208.286 0 4.939.938 6.592.716 29.725.273 94.239.287 94.239.287
Profits/(Losses) for the Period after Taxes 0 0 0 0 0 0 0 0 561.405 561.405 561.405
Net Income/Expenses directly recognized in Equity 0 0 0 0 0 0 0 0 0 0 0
Actuarial Profits/(Losses) 0 0 0 0 0 0 0 0 32.812 32.812 32.812
Profit/(Losses from revaluation of Property 0 0 0 0 0 0 3.802.790 0 0 3.802.790 3.802.790
Dividends 0 0 0 0 0 0 0 0 (1.225.146) (1.225.146) (1.225.146)
Share Capital Increase 0 0 0 0 0 0 0 0 0 0 0
Return of Capital to shareholders 0 0 0 0 0 0 0 0 0 0 0
Sales/(Purchases) of Own Shares 0 0 0 0 0 0 0 0 0 0 0
Capital Amount Returned relating to Own Shares 0 0 0 0 0 0 0 0 0 0 0
Change in Reserves 0 0 70.518
0 0 0 0 0 (70.518) 0 0
Other movements 0 0 0 0 0 0 0 0 (91.069) (91.069) (91.069)
Net Position at December 31
st
2022 16.093.063 31.602.358 2.044.181 103.990 3.208.286 0 8.742.728 6.592.716 28.932.757 97.320.079 97.320.079
Balance at January 1
st
2023 16.093.063 31.602.358 2.044.181 103.990 3.208.286 0 8.742.728 6.592.716 28.932.757 97.320.079 97.320.079
Profits/(Losses) for the Period after Taxes 0 0 0 0 0 0 0 0 6.084.182 6.084.182 6.084.182
Net Income/Expenses directly recognized in Equity 0 0 0 0 0 0 0 0 0 0 0
Actuarial Profits/(Losses) 0 0 0 0 0 0 0 0 (7.256) (7.256) (7.256)
Profit/(Losses from revaluation of Property 0 0 0 0 0 0 1.109.136 0 0 1.109.136 1.109.136
Dividends 0 0 0 0 0 0 0 0 (219.167) (219.167) (219.167)
Share Capital Increase 2.054.433 (2.054.433) 0 0 0 0 0 0 0 0 0
Return of Capital to shareholders (2.054.433) 0 0 0 0 0 0 0 0 (2.054.433) (2.054.433)
Sales/(Purchases) of Own Shares 0 0 0 0 0 0 0 0 0 0 0
Capital Amount Returned relating to Own Shares 0 0 0 0 0 0 0 0 0 0 0
Change in Reserves 0 0 94.061
0 0 0 0 0 (94.061) 0 0
Other movements 0 0 0 0 0 0 0 0 0 0 0
Net Position at December 31
st
2023 16.093.063 29.547.925 2.138.242 103.990 3.208.286 0 9.851.864 6.592.716 34.696.455 102.232.541 102.232.541
79
4. Cash Flow Statement
(Amounts in €)
GROUP
COMPANY
Note
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Cash Flow from Operating Activities
Profit/(Loss) before Tax
8.095.800
1.280.084
Profit/(Loss) Before Tax (Discontinued Operations)
Adjustments for :
Depreciation
5.632.794
4.710.080
Provisions
690.957
275.987
Profit/(Loss) from Sale of Property ,Plant & Equipment
and Intangible Assets
50.225
273.515
Interest Expenses
4.613.802
2.211.295
Interest Income
(7.550.276 )
(5.028 )
(7.670.684)
(133.116)
Adjustments for change in Workings Capital or
relating Operating Activities:
(Increase)/Decrease in Inventories
(9.323.305 )
7.117.383
(1.732.844)
(Increase)/Decrease in Receivables
(4.863.126 )
7.215.820
(10.205.946)
(Decrease)/Increase in Payables (Excluding Loans)
(13.351.175 )
(1.490.870 )
(8.042.430)
209.165
Less:
Interest paid & Related Expenses
(4.163.339 )
(2.546.981 )
(3.468.275)
(2.185.939)
Tax paid
(1.142.142 )
(676.815 )
(1.140.093)
(674.714)
Net Cash from Operating Activities (a)
(8.198.968 )
13.095.299
(5.972.433)
Cash Flow from Investing Activities
Acquisition of Associates, Jvs and Other Investments
(5.028.000)
0
Proceeds/(Payments) from disposal/(purchase) of
investment securities
(200.000 )
(1.455.000 )
(100.000)
(1.455.000)
Purchase of Tangible and Intangible Assets
(3.315.140 )
(4.912.899 )
(2.551.233)
(3.254.341)
Proceeds from Disposal of Tangible and Intangible Assets
68.140
513.226
Interest Received
7.670.684
133.117
Net Cash from Investing Activities (b)
(5.720.077 )
59.591
(4.062.998)
Cash Flow from Financing Activities
Proceeds /(Payments) from Increase/Decrease of Share
Capital
(2.030.433 )
(2.054.433)
0
Proceeds from Bank Borrowings
7.15
19.054.028
24.242.978
Payment of Bank Borrowings
7.15
(40.105.809 )
(13.545.809 )
(31.750.000)
(12.150.000)
Payment of Lease Liabilities
7.4
(445.198 )
(276.730 )
(347.949)
(199.245)
Dividends/Fees paid to the members of the BoD
(219.167 )
(1.223.820 )
(219.167)
(1.223.820)
Net Cash from Financing Activities (c)
(17.826.576 )
(15.317.521)
10.669.913
Net Increase / (Decrease) in the Cash and Cash
Equivalents (a+b+c)
(2.098.904 ) 1.360.569 (2.162.631) 634.482
Cash and Cash Equivalents at begging of the year
8.977.563
8.343.081
Cash and Cash Equivalents at the end of the year
6.814.932
8.977.563
80
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82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
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102
103
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