BriQ Properties R.E.I.C.
ANNUAL FINANCIAL REPORT
for the year from 01 January 2022 to 31 December 2022
BriQ
Properties
R.E.I.C
Commercial Reg.No. 140330201000
25 Al. Pantou, Kallithea
April 2023
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
1
Table of Contents
Α. Statement Of The Board Of Directors Of The Company
2
Β. Board of Directors’ Annual Report
3
C. Separate and Consolidated Annual Financial Statements
41
D. Group and Company Statement of financial position
42
Group and Company Statement of profit or loss and other comprehensive income
43
Group Statement of changes in Equity
43
Company Statement of changes in Equity
44
Group Cash Flow Statement
45
Company Cash Flow Statement
46
Notes to the Financial Statements
47
1.
General Information
48
2.
Principles for the preparation of the Financial Statements
49
3.
Financial risk management
57
4.
Significant accounting estimates and judgments of the Management
61
5.
Segment reporting
62
6.
Investment Property
64
7.
Acquisition of Subsidiaries
68
8.
Property, plant and equipment
69
9.
Intangible Assets
70
10.
Trade and other receivables
70
11.
Cash and cash equivalents
71
12.
Share Capital and purchase of treasury shares
72
13.
Reserves
72
14.
Retirement Benefit Obligations
73
15.
Borrowings
74
16.
Trade and other payables
76
17.
Rental Income
76
18.
Direct property related expenses
77
19.
Single Property Tax (ENFIA)
78
20.
Personnel expenses
78
21.
Other operating expenses
78
22.
Financial income and costs
79
23.
Taxes
79
24.
Dividends per share
80
25.
Earnings per share
80
26.
Contingent Liabilities
81
27.
Existing Encumbrances
81
28.
Related party transactions
82
29.
Unaudited tax fiscal years
83
30.
Events after the end of the reporting period
83
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except otherwise stated)
Statement Of The Board Of Directors Of The Company
(According to the article 4 of the Law 3556/2007)
The members of the Board of Directors of the company BriQ Properties R.E.I.C, Theodoros Fessas, Chairman, Anna Apostolidou,
Chief Executive Officer and Apostolos Georgantzis, Executive member of the BoD state that to the best of our knowledge:
•
The Separate and Consolidated Financial Statements of “BriQ Properties R.E.I.C.” (Company and Group) for the year
ended December 31
st
, 2022, according to the International Financial Reporting Standards, fairly represent the assets and
liabilities, the equity and income statements of the Company and the Group.
•
The annual Report of the Board of Directors fairly represents the evolution, the performance and the financial position
of the Company and the consolidated entities as a group and includes a description of the main risks and uncertainties
they face, as well as the Corporate Governance Statement according to the article 152 of the Law 4548/2018.
Kallithea, April 3rd, 2023
Chairman of the BoD
Chief Executive Officer
Executive member of the BoD
Theodoros Fessas
Anna Apostolidou
Apostolos Georgantzis
ID AΕ106909
ID AΜ540378
ID F090096
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
3
Board of Directors’ Annual Report
«BRIQ PROPERTIES Real Estate Investment Company»
for the year ended on December 31st, 2022
Dear Shareholders,
This Report of the Board of Directors of "BriQ Properties SA" and its subsidiaries (hereinafter the "Company" and the "Group")
has been prepared with reference to the financial year 2022, i.e. the period from January 1
st
, 2022 to December 31
st
, 2022 and
presents fairly the evolution, the performance, the objectives, the strategy and the important events of the Company and the
Group in order to provide sufficient information, which will enable the investors to form a complete opinion on the evolution
of operations of the Company and the Group during the period under discussion.
This Report also contains the description of the anticipated significant risks and uncertainties, the non-financial data, the
corporate governance statement, the significant transactions of the Company and the Group with related parties, as well as
additional information as required by law.
This Report has been prepared in accordance with the relevant provisions of Law 4548/2018, paragraph 7 of article 4 of Law
3556/2007 and decision 8/754 / 14.04.2016 of the Board of the Hellenic Capital Market Commission.
According to the legislation, this report should include the following:
•
Management commentary for the year from January 1
st
, 2022 to December 31
st
2022
•
Significant events for the year ended December 31, 2022
•
Prospects, significant risks and uncertainties
•
Significant transactions with related parties
•
Corporate Governance Statement
•
Significant events subsequent to the closing date
•
Other information
CONSOLIDATED FINANCIAL STATEMENTS
These consolidated Financial Statements, include the Company and its subsidiaries which the Parent Company controls, either
directly or indirectly beginning from the day of their acquisition.
The financial statements (consolidated and corporate), together with the report of the independent certified public accountant
and the management report of the Company's Board of Directors are posted at the online address
.
The financial statements and reports of the independent certified public accountants, of the companies of the Group that
are consolidated and not listed (according to Decision 8/754/14.04.2016 of the Board of Directors of the Capital Market
Commission), are also posted at the online address
During this period, the Company's activities were in accordance with the applicable legislation and its purposes, as defined
by its articles of association.
The Board of Directors, attempting a review of the Company's operations, the elements of the Financial Position Statement
and the Results of the year under review, is aware of the following:
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
4
REVIEW OF FINANCIAL RESULTS FOR THE YEAR ENDED DECEMBER 31, 2022
The gradual de-escalation of the COVID 19 pandemic and its effects during 2022, combined with the lifting of the restrictive
measures that had been applied, resulted in the re-emergence of optimism for the course of the economy, the restart of
economic activity as well as the positive performance of tourism in Greece for 2022, with the result that tourism revenues will
rise approximately to the level of 2019 revenues.
This positive trend was thwarted by the protracted war in Ukraine and subsequent economic sanctions, as the economy
entered a period of instability, uncertainty, and high inflation with increases in energy costs, raw materials, and a significant
rise in lending rates. These developments prevailed in the 2nd half of 2022 and affected the Group mainly due to the increase
in borrowing rates, while at the same time the construction costs in the projects undertaken by the Company increased.
In this environment of intense challenges, economic activity in Greece maintained its upward momentum throughout 2022,
demonstrating resilience to the growing challenges and recording a growth rate of 5,9% according to the data of the European
Commission. At the same time, under the influence of countervailing forces, due to the international economic crisis,
uncertainty, and high inflation, 2022 was particularly successful in terms of the real estate market which demonstrated
resilience, intense investment mobility and strengthening of construction activity which resulted in the positive rate of change
in real estate values.
Although inflation has been decelerating in recent months, inflationary pressures remain strong leading to successive interest
rate hikes and monetary policy tightening, with markets expecting further rate hikes by mid-2023. This tightening could have
negative consequences in fiscal planning, affect the macroeconomic and financial conditions during 2023 and slow down the
expected rate of economic growth, which in turn may indirectly affect the financial figures of the Company and the Group by
reducing the yields of investments, reducing the value of real estate, and consequently compressing the margin of capital gains
for investors and shareholders.
The Company responsibly monitors the increased geopolitical uncertainty, inflationary pressures in the economy and the
tightening of monetary policy and constantly reassesses the situation and its possible effects, and, to the extent possible,
ensures that all necessary and possible measures to minimize any impact on the Group's activities.
In this context, the rents of the Group's companies are adjusted based on inflation, limiting the Company's and the Group's
exposure to inflationary pressures, as increases in expenses due to inflation are offset by increases in rental income.
Also, the Group has low borrowing in relation to real estate investments (Net Loan to Value 2022: 23,2%) and therefore the
increase in interest rates, which affects the real estate market, is not expected to greatly affect financial expenses as well as
the taxation of the Company and the Group (see notes 3 and 23). Regarding the increases in raw materials, the Company has
contracted out a large part of the construction costs for the properties under construction/development without being
significantly affected by their future increases, while the energy costs are borne by the tenants of the properties and not by
the owner. At the same time, the real estate market has remained strong and resilient while the Group has made significant
investments mainly in logistics centers, high-end offices in prime locations and hotels that remain high in performance and
preferences in terms of investment and development.
2022, was particularly successful as the Group managed to increase rental income, its organic profitability and achieve
increases in the values of certain real estate sectors in its portfolio. Key contributors to this performance are (a) the maturation
and completion of new investments, (b) its portfolio of high-end properties with stable income streams, (c) its business model
and (d) its strong balance sheet, which enable the management to make the most efficient use of the different conditions
arising in the volatile environment, while protecting the future profitability of the Company and thus keeping it on a growth
trajectory.
Investments in Real Estate
As of December 31, 2021, the Group's portfolio included 26 properties with a total area of 148.205 sq.m. against 27 properties
on December 31, 2021 with a total area of 146.583 sq.m. The number of properties appears to have decreased, because the
Company sold one property while purchased two new plots which incorporated in its existing properties. (see Note 6).
The Group's real estate portfolio consists of 10 office and mixed properties (offices with ground floor stores), 6 logistics
buildings, 5 hotels, 2 stores, 2 special purpose properties and 2 plots.
The fair value of the Group's properties, including investment and own used properties, as determined by the independent
appraisers of the companies "ATHENS ECONOMIC LTD", "HVS HOSPITALITY CONSULTING SERVICES SA" and "Cushman &
Wakefield Proprius Ltd." amounted to € 136.324 thousand versus € 122.017 thousand on 31.12.2021. The increase in the value
of real estate on December 31, 2022, was € 14.307 thousand (+ 11,7%) compared to December 31, 2021.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
5
The fair value of Investment Properties on December 31, 2022 amounted to € 134,999 thousand compared to a value of €
120,768 thousand on December 31, 2021 (excluding the value of owned properties worth € 1.325 thousand and € 1.249
thousand, respectively).
This increase of € 14.231 thousand is analyzed as follows:
•
an amount of € 6.458 thousand concerns capital costs for renovation and development of real estate
•
an amount of € 1.371 thousand concerns the acquisition of 2 plots of land, which are adjacent to the property in
Aspropyrgos an amount of € 7.465 thousand concerns the revaluation of the existing portfolio, of which an amount of €
3.245 thousand concerns the warehouse sector (5,1% increase in logistics resulting from the revaluation of their value)
and an amount of € 3,056 thousand concerns hotels (12,7% increase in hotels resulting from revaluation)
•
reduction of € 1.201 thousand from the sale of the property at Giambodaki Street 8 in Rethymno, Crete, the sale of which
was completed on 11.08.2022 for a price of € 1.350 thousand, showing profits from the sale of investment properties of
€ 149 thousand.
•
transfers to the investment portfolio from tangible assets amounting to €138 thousand.
The valuations of the Group's properties were made in accordance with the Discounted Cash Flow Method, the Comparative
Property Market Data Method and the residual method (see Note 6).
Revenues
The Group's Rental Income for the year 2022 amounted to € 8.002 thousand compared to € 6.064 thousand for the year 2021,
showing an increase of € 1.938 thousand or 32,0%. The Group's Rental Income for the year 2021 arises after the reduction of
€ 877 thousand which concerns the reduction of rent in the affected companies due to the measures against the spread of
Covid-19.
AT the date of approval of the financial statements for the year 2022, the percentage of annual rental income derived from
subsidiaries and affiliates companies of the Quest Holdings Group S.A. amounts to 34,0%, compared to 37,6% during the
corresponding period last year, of total rental income. It is also noted that the percentage of annualized rental income coming
from the company Sarmed Logistics SA (tenant of the property of the subsidiary SARMED Warehouses SA) today amounts to
26,2% compared to 27,7% during the corresponding period last year.
The total occupancy rate (the total of leased premises for the total leasable area not including buildings under construction
and owner-occupied properties) of the Group's properties amounts to 99,8% on 31.12.2022 (31/12/2021: 99, 8%).
Net profit from fair value adjustments on investment properties
The Group's profits from revaluation of investments in real estate at fair value for the year 2022 amounted to € 7.465 thousand
compared to € 4.431 thousand for the year 2021. From the total amount of € 7.465 thousand, amount of € 3.245 thousand
concerns the logistics sector and an amount of € 3.056 thousand for the hotel sector.
Profits from the sale of investment properties
On August 11, 2022, the Company proceeded with the sale of a commercial store, with a total area of 782,31 sq.m., at
Giambodaki 8, in Rethymno, Crete for a price of € 1.350 thousand. The property was acquired on February 7, 2020 for a price
of € 1.128 thousand (not including acquisition costs), while its fair value on 30.06.2022 amounted to € 1.201 thousand. From
the sale, the Company recorded profits from the sale of investment properties amounting to € 149 thousand for the year 2022,
while the total capital gains that can be distributed from this sale amounting to € 195 thousand.
Operating expenses
The
Direct Property Related Expenses
(see Note 18) for the year 2022 amounted to € 286 thousand compared to € 260
thousand for the year 2021. These expenses mainly concern the real estate insurance expenses of € 112 thousand (31.12.
2021: € 103 thousand) and real estate valuation fees amounting to € 47 thousand (31.12.2021: € 38 thousand).
The
Property Tax
(ENFIA, see Note 19) for the year 2021 amounted to € 703 thousand compared to € 643 thousand for 2021,
an increase of 9,3% due to the increase in the number of investment properties on 01.01.2022 (27 properties) compared to
01.01.2021 (28 properties).
Other Operating Expenses
(see Note 21) amounted to € 640 thousand (2021: € 374 thousand), i.e. they showed an increase
of 71,1% or € 266 thousand, as in 2022 they included non-recurring consultant fees for the transaction with ICI in the amount
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
6
of € 126 thousand for services provided within the framework of the agreement signed on 23.02.2023 for the purchase of real
estate and shares and the merger through absorption of Intercontinental International SA.
Financial Income/Expenses
Financial expenses
amounted to € 967 thousand compared to € 262 thousand for the year 2021. The amount of financial
expenses appears increased due to the gradual increase from August 2022 of the base interest rate (3M Euribor) of the
financing of the Group's companies. Also within the financial year 2021, bond loan interest of € 188 thousand was capitalized
regarding the financing of the storage and distribution center under development at the Aspropyrgos base of the IAS 23.
Operating Profits - Earnings before Taxes
The Group's
operating profit
for the year 2022 amounted to € 13.232 thousand compared to € 8.686 thousand for the previous
year, while the operating profit excluding revaluation profits on fair value of investment property, amounted to € 5.768
thousand compared to € 4.255 thousand for the previous year, reaching an increase of € 1.513 thousand or 35,5%.
Earnings before taxes
amounted to € 12.265 thousand compared to € 8.424 thousand in the previous year. The results before
taxes, excluding revaluation profits on fair value of investment property, amounted to € 4.800 thousand compared to € 3.993
thousand in the previous year, reaching an increase of € 807 thousand or 20,2%.
Alternative Performance Measures (EBITDA and Adjusted EBITDA)
The Group uses alternative performance measures (APMs) in assessing its financial performance. The measures used are
"Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA)”, as well as “Adjusted Earnings before Interest,
Taxes, Depreciation and Amortization (Adjusted EBITDA)", which are analyzed below. Such measures are not a substitute for
financial measures under IFRS and should be read in conjunction with Group published financial statements.
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization amounted to € 5.860 thousand compared to € 4.209
thousand in the previous year, reaching an increase of 39,2%, as shown in the table below:
01.01.2022 -
31.12.2022
01.01.2021 -
31.12.2021
Profit before taxes
12.265
8.424
Plus: Depreciation and amortization
57
29
Plus: Net Financial (income) /expenses (Note 22)
967
262
Earnings before interest, taxes, depreciation and amortization
(EBITDA)
13.289
8.715
Less: Net gain on fair value adjustment of investment properties
(Note 6)
(7.465)
(4.431)
Less: Profits from the sale of investment properties
(149)
(75)
Plus: Net impairment loss of property, plant and equipment
59
-
Plus : Non-Organic, Non-Recurring Consultant Fees
(1)
126
-
Adjusted Earnings before interest, taxes, depreciation and
amortization (Adjusted EBITDA)
5.860
4.209
(1) Relates to non-recurring costs and consultancy fees for services provided in the context of the agreement signed on
23.02.2023 for the purchase of real estate and shares and the merger through absorption of Intercontinental International
REIC.
Taxes
The Group's taxes for the year 2022 amounted to € 203 thousand compared to € 128 thousand for the year 2021, reaching a
decrease of € 75 thousand or 58,7% due to the increase in the value of the investments of the Group companies and the
increase in the reference interest rate carried out by ECB in the second half of 2022.
Specifically, under the provision of article 31 par.3 of law 2778/1999 regarding taxation of real estate investment companies
was amended the threshold of tax due for each semester has been abolished of the average of investments now available,
and the tax rate now stands at 10,0% of the current intervention rate of the European Central Bank increased by 1 basis point
(10,0% * (ECB reference rate + 1,0%)), and it is applied on the average of their six-month investments at current prices plus
cash and cash equivalents.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
7
Net profit after tax
Considering the above, the Net profits of the Group for the fiscal year 2022, amounted to € 12.062 thousand compared to
profits of € 8.296 thousand in the fiscal year 2021.
Net income, excluding revaluation profits on fair value of investment property, amounted to € 4.597 thousand compared to €
3.865 thousand in 2021, reaching an increase of €732 thousand or 18,9%.
Statement of Financial Position
The total equity of the Group attributable to the shareholders of the Company for the year ended December 31, 2022 amounts
to € 98.225 thousand from € 89.259 thousand for the previous year.
The cash and cash equivalents of the Group on December 31, 2022 amounts to € 3.324 thousand compared to € 4.277 cash
on December 31, 2021.
As of December 31, 2022, the Group's loan liabilities amounted to € 34.577 thousand compared to € 30.153 thousand as of
December 31, 2021.
The leverage ratio (Loans liabilities / Investments in real estate) of the Company on December 31, 2022 was 25,6% and the
Net Debt Ratio ((Loans liabilities - Cash and Cash Investments) was 23,2%, while on December 31, 2021 the ratios were 25,0%
and 21,4% respectively.
The Net Asset Value (NAV) attributable to the shareholders of the Company on December 31, 2022, amounted to € 98.225
thousand and the Net Asset Value (NAV) per share, amounted to € 2,78, while on December 31, 2021 ratios were € 89.259
thousand and € 2,52 respectively, corresponding to an increase of 10,3% of the Internal Accounting Value (NAV).
Financial Ratios
31.12.2022
31.12.2021
Liquidity ratio
Current assets
4.361
1,11x
5.670
1,49x
Current liabilities
3.917
3.795
Leverage Ratio
Loans Liabilities
34.577
24,3%
30.153
23,5%
Total Assets
142.167
128.483
Loans Liabilities
34.577
30.153
Less: Cash and cash equivalents
(3.324)
22,5%
(4.277)
20,8%
Total Assets
142.167
128.483
Less: Cash and cash equivalents
(3.324)
(4.277)
L.T.V. (Loan to value)
Loans Liabilities
34.577
25,6%
30.153
25,0%
Investment properties
134.999
120.768
Net L.T.V. (Net Loan to value)
Loans Liabilities
34.577
23,2%
30.153
21,4%
Less: Cash and cash equivalents
(3.324)
(4.277)
Investment properties
134.999
120.768
Equity
Total equity attributable to the
shareholders of the parent Company
98.225
2,78€
89.259
2,52 €
Shares outstanding at the end of the
year (in thousands)
35.368
35.421
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
8
SIGNIFICANT EVENTS DURING THE PERIOD
A. Corporate events
1. Dividend distribution
On April 19, 2022, the Ordinary General Meeting of the shareholders of the Company, decided the distribution of a total
dividend of € 2.657 thousand or € 0,075 per share (net), from the profits of the year 2021 and previous years, which was paid
to the shareholders on April 29, 2022. On April 21, 2021, a dividend distribution of a total amount of € 2.124 thousand was
paid to the shareholders, i.e. € 0,06 per share (net), from the profits for the year 2020 and previous years.
2. Purchase of treasury shares
During fiscal year 2022, the Company proceeded to purchase of 53.412 treasury shares. The Company on 31.12.2022 had in
its possession a total of 397.030 own shares with a total nominal value of € 772 thousand and an acquisition value of € 701
thousand. The treasury shares held on 31.12.2022 corresponded to 1,1% of the Company's share capital.
B. Corporate Governance
1. Election of a new Board of Directors and its composition
On April 19, 2022, the Company's Board of Directors was reconstituted in accordance with the decision of the Ordinary General
Meeting of Shareholders of April 19, 2022 with the resignation of the Non-Executive Member Mr. Bitsakos and the addition of
the Independent Non-Executive Member Mr. Lasanianos.
The new seven-member Board of Directors was elected by the Ordinary General Meeting of Shareholders on April 19, 2022,
which also appointed its independent non-executive members in accordance with article 87 par. 5 of Law 4548/2018 and
article 3 of Law 3016 /2002, constituted on the same day as a body, has a four-year term, i.e. until April 19, 2026, and his term
will be automatically extended until the first Ordinary General Meeting of the Company's shareholders after its expiration.
The composition of the Board of Directors was as follows:
1.
Theodoros, Dimitriou, Fessas, Chairman of the Board, Non-Executive Member
2.
Efstratios, Dimitriou, Papaefstratiou, Independent Non-Executive Member
3.
Anna, Georgiou, Apostolidou, CEO, Executive Member
4.
Apostolos, Miltiadi, Georgantzis, Executive Member
5.
Eftychia, Sophocles, Koutsoureli, Non-Executive Member
6.
Eleni, Dimitriou, Linardou, Independent Non-Executive Member
7.
Marios, Konstantinou, Lasanianos, Independent Non-Executive Member
The Members of the Board of Directors meet the eligibility criteria defined in art. 3 of Law 4706/2020 and under no. 60/2020
Circular of the Capital Market Commission and the Suitability Policy of the members of the Company's Board of Directors. Each
of the independent members of the Board of Directors meets the conditions of independence of Article 9 of Law 4706/2020.
2. Appointment of members and election of the chairman of the Audit Committee:
Following its reorganization, the Board of Directors, at its meeting on April 19, 2022, appointed as members of the Company's
Audit Committee the Independent Non-Executive members, etc. Efstratios Papaevstratiou, son of Dimitrios, Eleni Linardou,
daughter of Dimitrios and Mario Lasaniano, son of Konstantinos, after it was verified that they meet the independence criteria
of Article 9 of Law 4706/2020 and the conditions of Article 74 of Law 4706/2020. In particular, the elected members of the
Audit Committee as a whole have sufficient knowledge in the Company's field of activity, while at least one member, Mr.
Marios Lasanianos, has the required sufficient knowledge in auditing or accounting according to paragraph g of article 44 of
Law 4449/2017.
Furthermore, during the meeting of the Audit Committee on 19.04.2022, the members of the Audit Committee decided to
appoint the Independent Non-Executive member of the Board of Directors, Mr. Efstratios Papaefstratiou, as its Chairman.
Following the above, the Company's Audit Committee consists of the following:
• Efstratios Papaefstratiou Dimitriou, President
• Eleni Linardou Dimitriou, Member
• Marios Lasanianos, of Konstantinos, Member
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
9
C. Investments
1.
The subsidiary Plaza Hotel Skiathos carried out renovation works of the "Radisson Resort Plaza Skiathos" hotel worth €
3.304 thousand. On June 30, 2022, following the completion of the renovation and upgrading works to a 4-star hotel, the
Company handed over Hotel Brain to the tenant Hotel Brain S.A. the renovated hotel located in Kanapitsa, Skiathos and
has 84 beds and which reopened on July 1, 2022 as a 4-star hotel under the new name "Radisson Resort Plaza Skiathos".
2.
On August 11, 2022 BriQ Properties REIC proceeded with the sale of a commercial store, with an area of 782,31 sq.m.,
located on Giamboudaki Street 8 in Rethymno, Crete, for a price of € 1.350 thousand. The property was acquired by the
Company in February 2020 for an amount of € 1.128 thousand. while the estimated value of the property in the
Investment Statement of 30.06.2022 was € 1.201 thousand.
3.
In January 2022, the Company completed the construction of the Storage and Distribution Center 1 (KAD1) in
Aspropyrgos, Attica, with a total area of 20.797 sq.m., while during the year the extension of WAR1 was also completed.
The total contractual consideration for the construction of the extension amounted to € 2.407 thousand and concerns an
additional 4.459 sq.m. which were delivered and leased to the tenant on December 20, 2022. The total area of KAD1
currently amounts to 25.256 sq.m.
4.
On December 1, 2022, the Company proceeded to acquire two plots of land with a total area of 11.060 sq.m. in
Aspropyrgos Attica, which are adjacent to the Company's Logistics Park at the location "Imeros Topos". With this purchase
the Company owns a single area with a total surface of 114 acres. The Company is also developing a second Storage and
Distribution Center KAD2 on the above area with an area of 19.237 sq.m. so that the total area of the two buildings KAD1
and KAD2 amounts to 44.492 sq.m. The total investment of the Company in the aforementioned Logistics Park is
estimated to amount to €30 million, while by December 31, 2022 a total amount had been invested € 20 million for the
completion of the construction of KAD1 and its extension including the purchase of the land.
EVENTS AFTER THE BALANCE SHEET DATE
1.
On February 9, 2023, the Company issued additional bonds for a total amount of €1.000 thousand from the bond loan
program with Alpha Bank A.E. for the financing of part of the construction of the new KAD2 in Aspropyrgos Attica.
2.
On February 23, 2023, contractual texts were signed between a) BriQ, b) the Cypriot company named "Ajolico Trading
Limited" (hereinafter "Ajolico"), majority shareholder of "Intercontinental International Real Estate Investment
Company" ( hereinafter "ICI") with a percentage of approximately 78,78% and c) of ICI, subject to the basic conditions
under which the Company and ICI will proceed with a merger through the absorption of ICI by BriQ, in accordance with
the provisions of law 4601/2019, of Law 4548/2018 and Article 54 of Law 4172/2013, of the Regulations of the Athens
Stock Exchange and of the Capital Market legislation (the "Transaction").
In particular, the Transaction will take place through the following stages:
Α.Transfer of seventeen (17) properties of ICI to BriQ for a total price of sixty million five hundred and seventy-seven
thousand Euros (€ 60.577.000,00). From that amount, loan obligations connected to the above properties are to be
repaid. The difference between the price and the repayment amount of the loan obligations will be distributed to the
shareholders of ICI by reducing its share capital and distributing an interim dividend (hereinafter "Stage A").
B. Following the completion of Stage A, Ajolico will transfer by sale to BriQ, ICI’s Issued Shares, representing approximately
25,92% of ICI's reduced share capital, after the Stage A distributions against for an amount of ten million two hundred
thousand euros (€10.200.000,00), including BriQ's right to receive ICI's dividend for the year 2022. (hereinafter "Stage
B").
C. Following the completion of Stage B, the parties will proceed with a merger through the absorption of ICI by BriQ, in
accordance with the above-mentioned provisions, with an exchange relationship initially agreed as one (1) share of ICI
issue for every 1,41787307238 new BriQ issue shares, while BriQ shareholders will retain the same number of common
shares they own. The exchange relationship will be finalized according to the terms of the contractual texts and will be
subject to the confirmation of its fairness and reasonableness by the certified auditors who will be appointed as provided
by this legislation.
Following the merger, the shareholding composition of the new Company will consist of approximately 76,5% of BriQ
shareholders and approximately 23,5% of ICI shareholders.
The purchase of the 17 properties in question as well as the ICI shares will be financed by borrowing, while the merger
by absorption of ICI by BriQ will be carried out by an exchange of shares. The completion and the exchange relationship
will be finalized according to the terms of the contractual texts and will be subject to the confirmation of its fairness and
reasonableness by the certified auditors who will be appointed as provided by this legislation.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
10
Following the acquisition of Stage A properties, it is estimated that the value of BriQ's portfolio will amount to
approximately €200 million, while upon completion of the merger by absorption, it is estimated that the total investment
properties of the now consolidated Company will amount to approximately €250 million., with an LTV (Loan to Investment
Property) approximately equal to 49%. The total equity per share at the time of the transaction will remain at the same
levels, as the purchases and the exchange relationship will be carried out at the fair value of the items to be acquired, but
the Company after the merger, achieving economies of scale with almost twice the number of properties and revenue
will have the potential to increase earnings per share in the medium term. The Company's management is currently
evaluating the accounting treatment of the transaction and the effect it will have on the financial statements.
Each of the above stages is subject to relevant and corresponding deferrals for similar transactions, including the
necessary approvals from the relevant corporate bodies and the competent supervisory authorities.
It is noted that due to the Transaction, in conjunction with the appointment of Mr. Halikias to the Company's Board of
Directors, the Managing Director of the Company Ms. Anna Apostolidou, was appointed as a non-executive member of
the ICI Board of Directors on 13.03.2023.
3.
On 19/12/2022, the decision of the Piraeus Court of Appeal was served on the Company, by which the Company's appeal
for the refund of €500 thousand, regarding the capital accumulation tax, was accepted. The amount was attributed to
the Company on 24.01.2023. The Company has made an application which was approved and expects to collect the legal
interest on the above amount.
4.
On 02.02.2023 the subsidiary "SARMED WAREHOUSES A.E." with an extraordinary general meeting of shareholders
decided to reduce its share capital by the amount of € 1,200 thousand, with a reduction of the nominal value of each
share from € 1,00 to € 0,80.
5.
On 17.03.2023 the Company entered into a contract for the extension of the Mr&Mrs White Paros hotel complex in Paros
on an adjacent plot with the construction of a complex of 12 suites. With this expansion, the hotel's capacity will rise to
61 rooms and suites. The contractual consideration was agreed at € 1.100 thousand plus VAT. and will be paid gradually
until the completion of the project which is expected to be completed in 2024.
Corporate Governance
1.
Reorganization of the Board of Directors
Following the resignation due to a temporary personal disability of Mr. Efstratios Papaefstratiou from the position of
Independent - Non-Executive Vice-Chairman of the Company's Board of Directors and the Minutes of the Remuneration and
Nominations Committee from 10.03.2023, the Board of Directors proceeded on 13.03.2023 to restructure of with the election
of a new Vice-President and replacement of the resigned member by Mr. Panagiotis-Aristidis Halikias of Michael in accordance
with paragraph 3 of article 7 of the Company's Articles of Association and paragraph 1 of article 82 of Law 4548/2018.
Following the above, the Board of Directors was reconstituted in a body for the remainder of its four-year term, i.e. until April
1, 2024, which may be automatically extended until the first Ordinary General Meeting of the Company's shareholders after
its expiration, as follows:
1.
Theodoros, Dimitriou, Fessas, Chairman of the Board, Non-Executive Member
2.
Anna, Georgiou, Apostolidou, CEO, Executive Member
3.
Apostolos, Miltiadi, Georgantzis, Executive Member
4.
Eftychia, Sophocles, Koutsoureli, Non-Executive Member
5.
Panagiotis-Aristides, Michael, Halikias, Non-Executive Member
6.
Eleni, Dimitriou, Linardou, Independent Non-Executive Member
7.
Marios, Konstantinou, Lasanianos, Independent Non-Executive Member
The Members of the Board of Directors meet the eligibility criteria defined in art. 3 of Law 4706/2020 and under no. 60/2020
Circular of the Capital Market Commission and in the Suitability Policy of the members of the Board of Directors of the
Company, while each of the independent members of the Board of Directors meets the conditions of independence of Article
9 of Law 4706/2020. Following the above change, the number of independent non-executive members does not fall short of
the minimum number required by law. The immediately following General Meeting of the Company's shareholders will decide
again on the composition of the Board of Directors and on its independent non-executive members.
2.
Reorganization of the Audit Committee
Following the reorganization of the Board of Directors, the Company with the decisions of the Board of Directors and its Audit
Committee from 13.03.2023 appointed the following members of the Board of Directors as members of the Audit Committee:
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
11
1. President: Marios Lasanianos, of Constantinos, Independent - Non-Executive Member,
2. Member: Eleni Linardou of Dimitrios, Independent - Non-Executive Member,
3. Member: Theodoros Fessas, of Dimitrios Non-executive Member.
3.
Reorganization of the Remuneration and Nominations Committee
Following the reorganization of the Board of Directors, the Company with its decision of 13.03.2023 appointed the following
members of the Board of Directors as members of the Remuneration and Nominations Committee:
1. President: Marios Lasanianos, of Constantinos, Independent - Non-Executive Member,
2. Member: Eleni Linardou of Dimitrios, Independent - Non-Executive Member,
3. Member: Theodoros Fessas, of Dimitrios Non-executive Member.
No further significant events occurred after the Balance Sheet date affecting the present financial statements.
PERSPECTIVES FOR 2023
The Company having a long-term horizon in its investments, having sufficient liquidity and having a low exposure to borrowing
(31.12.2022: Loans minus Cash for Investments in Real Estate Net L.T.V. 23,2%) has the ability to cope with the current
conditions and implement the plans development.
The Company's main priority for 2023 is the completion of the merger transaction through the absorption of ICI by BriQ.
Following the completion of the transaction, it is estimated that the total investment properties of the now consolidated
Company will amount to approximately €250 million, with an LTV (Loan Obligations to Investment Properties) approximately
equal to 49%. The total equity per share at the time of purchase will remain at the same levels, as the purchases and the
exchange relationship will be carried out by borrowing at the fair value of the assets to be acquired, but the Group after the
absorption, achieving economies of scale with almost double the number properties and expected revenues will have the
potential to significantly increase earnings per share production rate in the medium term. Each of the above stages of the
transaction is subject to relevant and corresponding deferrals for similar transactions, including the necessary approvals from
the competent corporate bodies and the competent supervisory authorities.
SIGNIFICANT RISKS
A) Market Risk
i) Foreign exchange risk
The Group operates in Greece, its transactions are carried out in (€) Euros and therefore it is not exposed to risks from foreign
currency.
ii) Fluctuations in Property Values
The Group is exposed to risk from the change in the value of real estate that has an impact on the income statement and the
statement of financial position. To reduce this risk, the Group has entered into long-term leases with trusted tenants and has
increased the spread of the real estate portfolio in more categories of real estate. In the current year, the Group recorded
profits from the revaluation of investments in real estate at fair value.
iii) Inflation Risk
The Group's exposure to inflation risk is minimized, as most lease agreements provide for annual rent adjustments linked to
the Consumer Price Index.
In addition, most leases provide that in the event of negative inflation there is no negative impact on rents. The rental income
of the Group is not subject to seasonal fluctuations, except for some individual leases where there is, in addition to the monthly
(basic) rent, a percentage of the excess turnover which is calculated at the beginning of each year based on turnover of the
previous calendar year.
The Group is not significantly exposed to the increase in the prices of construction costs as most of the projects that the Group
Companies have committed to carry out are almost completed at the date of the financial statements, with the exception of
the construction of KAD 2. In addition, the Company has contracted out most of the construction costs for properties under
construction/development at higher construction costs than in the past.
iv) Cash flow and fair value risk due to the interest rate changes
The Group's exposure to interest rate risk arises from current deposits (see Note 12) held at banks, as well as from floating
rate bank loans (see Note 15) which expose the Group to cash flow risk due to a possible change. of interest rates.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
12
The Group is exposed to fluctuations in market interest rates that affect its financial position, as borrowing costs may increase
as a result of such changes.
The Group's exposure to interest rate risk is not significant due to the Group's low exposure to borrowing (31.12.2022: Net
Loan to Value Ratio 23,2%).
B) Credit Risk
The Group's credit risk is linked to rent receivables from operating lease contracts and cash and cash equivalents. Credit risk
is managed centrally, at Group level. The credit risk concerns cases of default by counterparties to fulfill their transactional
obligations if they become due. Receivables are considered in default based on the time during which they remain uncollectible
while evaluating the customer's creditworthiness, his financial situation, his trading behavior as well as other parameters.
When monitoring customer credit risk, customers are grouped according to their credit characteristics, the maturity
characteristics of their receivables and any previous collection problems they have demonstrated. The Group, in order to
secure its claims, requests the payment of a guarantee for the leases or letters of guarantee. The Group uses a table with
which it calculates the expected credit losses throughout the lifetime of its receivables. This table is based on past experience
but is adjusted in such a way as to reflect forecasts for the future financial situation of customers and the economic
environment (e.g. inflation and interest rate fluctuations). Historically, the Group has not suffered a significant loss from initial
recognition of receivables and no significant losses are expected, as real estate lease agreements are made with customers -
tenants who have sufficient creditworthiness and liquidity. The Group's maximum exposure to credit risk comes mainly from
transactions with related parties, as a significant part of the Group's real estate portfolio is leased to Quest Group companies.
The percentage of annualized rental income that comes from subsidiaries and associated companies of the Quest Holdings
Group SA. on the date of approval of the 2022 financial statements amounts to 34,0% from 37,6% on 31.12.2021 of the total
rental income. It is also noted that the corresponding percentage of annualized rental income from the company Sarmed
Logistcs SA (tenant of the property of the subsidiary SARMED Warehouses SA) amounts today to 26,2% compared to 27,7%
on 31.12.2021 (see Notes 17 and 28).
C) Liquidity Risk
The current or future risk for profits and capital arises from the inability of the Group to liquidate / collect overdue receivables
without suffering significant losses. The Group secures the required liquidity in time to meet its obligations in a timely manner,
through the regular monitoring of liquidity needs and the collection of debts from employees and the prudent management
of cash. The liquidity of the Group is monitored by the Management on a regular basis.
D) External Factors
The Group invests only in the Greek territory. The Group may be affected by factors such as financial instability, political
turmoil, tourism, tax changes and health crises such as the COVID-19 pandemic.
Recent geopolitical developments in Ukraine and the ensuing economic sanctions could further lead to a deterioration in
energy prices, raw materials and economic conditions in general.
The outlook for the real estate market is affected by the wider economic environment and the attraction of investment but in
times of uncertainty and economic instability real estate investments are considered more attractive as they provide increased
security compared to other investments and have demonstrated greater resilience.
High inflation, aggressive monetary policy, geopolitical events in Ukraine and the energy crisis are expected to reduce the
growth rate of the economy for 2023. Regarding the economic outlook for the coming months, the main macroeconomic risks
and uncertainties are as follows:
(a) the ongoing Russia-Ukraine war and its effects on regional and global stability and security, as well as on the European and
Greek economy;
(b) a prolongation of the duration and/or worsening of the current wave of inflationary pressures with implications for
economic growth, corporate output costs and corporate asset quality;
(c) current as well as looming future interest rate hikes in the Eurozone that prevent and reduce investment returns and lead
the economy into a slowdown or even recession.
(d) the ability to utilize the resources of the "Next Generation EU" (NGEU) mainly through the Recovery and Resilience Facility
(RRF) and to attract new investments to the country.
(e) uncertainty due to the upcoming election period.
However, the macro-economic risks that could negatively affect the Greek economy and, consequently, the financial figures
of the Company and the Group, are beyond the control of the Group and the Management is not in a position to reliably
predict their possible effects.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
13
Management constantly assesses the situation and the possible effects of current developments, in order to ensure that all
necessary and possible measures and actions are taken in a timely manner to minimize any impact on the Group's activities.
RELATED PARTIES TRANSACTIONS
Although the Company is not a member of the Group of companies of Quest Holdings SA, nevertheless it is an affiliated party
with the above Group, due to the existence of common key shareholders in the Company and in this Group.
All transactions with related parties are objective and are carried out on an arm’s length basis, with the usual commercial
terms for similar transactions with unrelated third parties. Significant related party transactions, as defined in IAS 24, are also
described in detail in Note 28 of the Consolidated Financial Statements for the year ended 31 December 2022.
BRANCHES
On 13.12.2021 the Company started a branch in the Municipality of Athens, on Mitropoleos Street no. 3, T.K. 10557, in privately
owned horizontal property.
RESEARCH AND DEVELOPMENT
The Company does not develop research and development activities, beyond the necessary research and studies for the
utilization of existing properties or for the investment in new ones, within the exclusive scope of its work in the field of real
estate.
ENVIRONMENTAL ISSUES
The Company recognizes both its obligations towards the environment in accordance with the current environmental
legislation and the need for a balanced economic growth.
The Company in the context of its operation has set the following objectives:
•
Monitoring the environmental performance of investment properties and continuous upgrade of their energy
efficiency where possible.
•
Selection of partners and suppliers who respect the environment and aim to reduce their environmental footprint.
•
Informing its employees about environmental issues and cultivating environmental awareness.
The Company, due to the nature of its activities, does not generate much waste and therefore does not significantly affect the
environment. Its environmental footprint is mainly related to the energy consumption and the consumables it uses where
through the practices it has adopted it takes care to minimize their impact on the environment.
The actions for the implementation of the above focus on the measurement of the electricity consumed, on the improvement
of the infrastructures and on the use of technologies for the reduction of the energy consumption as well as the collection of
waste of consumables and electrical devices for recycling, also encouraging its staff for active participation.
During 2022, the Company implemented the 2nd annual Sustainable Development Report in accordance with the ESG
Information Disclosure Guide 2022 of the Athens Stock Exchange for the period 1.1.2021 - 31.12.2021. The aim of the Report
is to inform the interested parties in a transparent manner about the Company's strategy, objectives and performance in the
essential issues of sustainable development.
It should also be noted that in December 2021 the Company was the first Public Limited Company for Investments in Real
Estate (A.E.A.P.) to be included in the "Athex ESG" index of the Athens Stock Exchange and continued to be included in the
index in 2022 as well The "Athex ESG" index includes listed companies with good practices and performance in matters of
environment, society and corporate governance as evaluated and distinguished (ESG Scoring).
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
14
Indicative indicators for 2022
HUMAN RESOURCES
2021
2022
Number
Percentage
(%)
Number
Percentage
(%)
Male employees
4
50%
4
44%
Female employees
4
50%
5
56%
ΣΥΝΟΛΟ
8
100%
9
100%
Female employees
BriQ Properties
Female employees
Female employees in
Management Positions*
2021
50%
13%
2022
56%
11%
* Due to the size of the Company, only the Managing Director of the Company is
considered as a Managing Director.
Indirect emissions (Total
amount of energy
consumption)
kWh
Tones
equivalent
CO
2
2021
25.764
11,10
2022
22.129
9,54
Σημείωση: For conversion to CO2 , the conversion factor given by DAPEEP for our provider NRG was used (0,431 kgr
Co2 / KW, source dapeep.gr)
Detailed data on the Company's approach will be presented in the Sustainable Development Report for 2022 which will be
prepared in accordance with the updated ESG 2022 Information Disclosure Guide of the Athens Stock Exchange.
PERSONEL AND OTHER ISSUES
The number of employees of the Company as at 31
st
December 2021 was eight (9) persons of which 5 women and 4 men,
compared to four (8) persons on 31
st
December 2021. Within the Group, no other Company employed personnel during on
31.12.2022.
The Company is in full compliance with the applicable labor legislation and has not received any fine by the authorities for law
violation.
Attracting and developing of personnel
Through the implementation of its internal policies and procedures, the Company has established a framework that aims to
promote meritocracy and transparency while respecting their rights and providing equal opportunities to all its employees and
potential employees.
The Company promotes equal opportunities and does not discriminate in the recruitment and selection of candidates, the
determination of their salaries and promotions, the provision of training or any other work activity.
Health and safety
The Company is in full compliance with the Greek legislation and ensures that all its staff adhere to health and safety rules,
the systematic maintenance of the facilities, the upgrade of the infrastructure and the general conditions that prevail in the
workplaces while also providing its staff with the required training on these issues.
GDPR
The Company has established a comprehensive program for its compliance with the General Regulation of Personal Data
Protection as well as the current national legislation which is supported by internal staff training programs. It is pointed out
that in the year 2022 there was no case of violation of this framework.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
15
CORPORATE GOVERNANCE DECLARATION
This Corporate Governance Statement is included in the Annual Management Report of the Board of Directors as a special
section, prepared in accordance with the provisions of article 152 of Law 4548/2018, articles 1-24 of Law 4706/2020, as well
as the Greek Corporate Code Government 2021 and includes the following sections:
A. Declaration of Compliance with the Corporate Governance Code
B. Deviations from the Corporate Governance Code and justifications
C. Description of the main characteristics of the Company's internal control and risk management systems in relation to the
process of preparation of the financial statements
D. Composition and mode of operation of the administrative, management and supervisory bodies and their committees
D.1. Basic information on the operation of the General Meeting of Shareholders, their basic responsibilities, and the
description of their rights and how to exercise them.
D.2. Information on the composition and operation of the Board and other committees
D.2.1. Suitability Policy adopted by the Company, in accordance with article 3 of 4706/2020
D.2.2. Responsibilities and Operation of the Board of Directors
D.2.3. Composition of the Board of Directors
D.2.4. Curriculum vitae of Members of the Board of Directors
D.2.5. Information regarding the participation of the members of the Board of Directors in its meetings.
D.2.6. Information on the number of shares held by each member of the Board of Directors and each senior executive.
D.2.7. Conflict of Interest - Other professional commitments
D.2.8. Committees of the Board of Directors
A. Corporate Governance Code
The Company has adopted the Hellenic Code of Corporate Governance (issued June 2021) of the Hellenic Corporate
Governance Council (ESDC) for Listed Companies (hereinafter referred to as the "Code") as it has replaced the Greek Code of
Corporate Governance for 2013. This Code is published on the website of ESED
listed and on the website of the Company
and on the website of the Company
governance.
The Company, during 2021, updated the Internal Operating Regulations based on Law 4706/2020, and complied with the
provisions of the above Code, while intending to adopt appropriate policies and proposals in order to minimize existing
discrepancies in relation to specific practices of the Code. The Company, in addition to the provisions of the Code, complied
during 2021 with all relevant provisions of Greek law.
B. Deviations from the Corporate Governance Code and justifications
The following are the cases of deviation of the Company from the special practices of the Corporate Governance Code and
their justification:
Hellenic Code of Corporate Governance
Explanation / Justification of deviation from the
specific practices of the Greek Code of Corporate
Governance
BOARD OF DIRECTORS
Role and Responsibilities of the Board
1.13.
The non-executive members of the Board of Directors
meet at least annually
, or even extraordinarily when deemed
appropriate without the presence of executive members in
order to discuss the performance of the latter. In these
meetings the non-executive members do not act as a de facto
body or committee of the Board of Directors.
The Company in its Internal Rules of Procedure regarding
the responsibilities of non-executive members includes
the monitoring and control of their performance while
providing for the submission of reports regarding their
responsibilities to the Board. However, as they do not act
as an organ or committee of the Board. it was not
considered necessary to predict the frequency of
meetings.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
16
1.15.
The Board of Directors adopts its Rules of Procedure
,
which describe at least the way it meets and makes decisions
and the procedures it follows, considering the relevant
provisions of the Articles of Association and the mandatory
provisions of the law.
1.16.
The Rules of Procedure of the Board of Directors
are
drafted in accordance with the principles of the Code or
otherwise explaining the discrepancies.
The term, composition, operation, responsibilities of the
Board. as well as the mandatory provisions of the Law for
the operation of the Board. are described in detail in the
Internal
Operating
Regulations
of
the
Company,
therefore it was not considered appropriate to prepare
a separate Operating Regulations for the BoD. which
would include the same references.
1.17. At the beginning of each
calendar year
, the Board of
Directors adopts a meeting calendar and an
annual action plan
,
which is reviewed according to the developments and needs of
the company, to ensure the correct, complete, and timely
fulfillment of its duties, as well as the examination of all issues
on which it takes decisions of the Board.
At the beginning of each year, a financial calendar of the
year is prepared and published with the obligations of
publishing the financial data of the Company.
For the other issues, it has not been deemed necessary
to adopt a Meeting Calendar and an Annual Action Plan
by the Board. as the BoD meets regularly and
extraordinarily, as provided by the legal framework and
if deemed necessary depending on the developments
and needs of the company.
Remuneration of Board Members
2.4.4 The
additional remuneration of members of the Board of
Directors who participate in committees
for reasons of
transparency and information appear separately in the
remuneration report, but also in their approval by the general
meeting.
Almost all the Members of the Board of Directors take
part in committees of the Company, therefore it was not
deemed necessary to make a distinction for the
remuneration per committee in which they participate.
2.4.14. The
contracts of the executive members
of the Board
of Directors stipulate that the Board of Directors may demand
the
return of all or part of the bonus
awarded, due to breach
of contract terms or inaccurate financial statements of previous
years or generally based on incorrect financial data, used for its
calculation. bonus of this.
2.4.14. The contracts of the executive members of the
Board of Directors stipulate that the Board of Directors
may demand the return of all or part of the bonus
awarded, due to breach of contract terms or inaccurate
financial statements of previous years or generally based
on incorrect financial data, used for its calculation. bonus
of this.
C. Description of the main characteristics of the Company's Internal Audit and Risk Management system in relation to the
process of preparation of the financial statements
The Company adopts and implements a corporate governance system, in accordance with current legislation, considering the
size, nature, scope and complexity of its activities. Among the other elements included in the corporate governance system is
an adequate and effective Internal Audit System.
"Internal Control System" is defined as "the set of internal control mechanisms and procedures, including risk management,
internal control and regulatory compliance, which covers on a continuous basis every activity of the Company and contributes
to its safe and effective operation." The Company implements an Internal Audit System that covers its activities and contributes
to its safe and efficient operation. This system is based on the internationally recognized COSO (Committee of Sponsoring
Organizations of the Treadway) standard.
The adequacy of the Internal Audit System is monitored on a systematic basis by the Audit Committee through reports
submitted to it by the Internal Audit Service, while it is also evaluated on an annual basis by the Board of Directors. The reports
contain the observations and the findings of the audits, their importance, the proposals for improvement of the weaknesses,
the responses of the executives for the treatment of the issues with the respective solution timetable.
Also, the Audit Committee monitors the process and the performance of the mandatory audit of the Company's financial
statements. In this context, it informs the Board of Directors about the issues that arose from the mandatory audit, explaining
in detail:
i) The contribution of the statutory audit to the quality and integrity of the financial information, i.e. to the accuracy,
completeness and correctness of the financial information, including the relevant disclosures, approved by the Board of
Directors and made public.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
17
ii) The role of the Audit Committee in the procedure under i) above, ie recording of the actions taken by the Audit Committee
during the statutory audit process.
In the context of the above information of the Board of Directors, the Audit Committee considers the content of the
supplementary report, which is submitted by the CPA, and which contains the results of the statutory audit carried out and
meets at least the specific requirements in accordance with Article 11. of Regulation (EU) No Regulation (EC) No 537/2014 of
the European Parliament and of the Council of 16 April 2014. The Audit Committee monitors, examines and evaluates the
process of preparing financial information, ie the mechanisms and systems of production, the flow and dissemination of
financial information produced by the organizations involved. units of the Company.
The above actions of the Audit Committee include other disclosed information in any way (e.g. stock market announcements,
press releases) in relation to financial information. In this context, the Audit Committee informs the Board of Directors with
its findings and submits proposals for improvement of the process, if deemed appropriate.
In particular, the Audit Committee is informed about the procedure and the timetable for the preparation of the financial
information by the Management.
The Audit Committee is also informed by the chartered accountant of the annual statutory audit program before its
implementation, evaluates it and ensures that the annual statutory audit program will cover the most important areas of audit,
considering the main areas of business and the company's financial risk. Furthermore, the Audit Committee submits proposals
and other important issues when it deems it appropriate.
For the implementation of the above, the Audit Committee may hold meetings with the Management / competent executives
during the preparation of the financial reports, as well as with the chartered accountant during the planning stage of the audit,
during its execution and during the stage of preparation of audit reports.
Within the framework of its responsibilities, the Audit Committee must consider and examine the most important issues and
risks that may have an impact on the Company's financial statements as well as the significant judgments and estimates of the
Management during their preparation.
The operation of the Audit Committee is regulated in detail by its Rules of Procedure approved by the Board of Directors.
C.1.
Internal Audit unit
Since the beginning of the Company's operation, an independent Internal Audit unit was established, which informs in writing
the Board of Directors and / or the Audit Committee about the results of its work by submitting a relevant report to the Board
of Directors and / or the Audit Committee with reference to the location. and addressing the most significant risks and the
effectiveness of the internal control system. The Head of Internal Audit unit is appointed by the Board of Directors of the
Company upon the recommendation of the Audit Committee and is full-time and exclusive, reports hierarchically directly to
the Board of Directors and is supervised through the Audit Committee.
During the exercise of his duties, the Head of Internal Audit unit is entitled to take note of any book, file or document of the
Company and to have full and unhindered access to any Address-Service of the Company. In addition, it acts in harmonization
with the International Standards for the Professional Practice of Internal Auditing (International Standards for the Professional
Practice of Internal Auditing). The members of the Board of Directors, the executives and the employees of the Company must
cooperate and provide information to the Head of the Internal Audit Service and generally to facilitate in any way his work.
The Internal Audit unit (IAU) has the following responsibilities:
•
Prepares and, if necessary, updates and implements the annual Audit program, which includes the required
resources and the consequences of their reduction or the audit work of the IAU in general. The program is prepared
based on the Company's risk assessment and is submitted to the Audit Committee for approval.
•
Monitors, controls, and evaluates:
−
The implementation of the Rules of Procedure and the Corporate Governance Code of the Company
−
The implementation of the internal control system, as regards the adequacy and correctness of the
financial and non-financial information provided, risk management and regulatory compliance
−
Quality assurance mechanisms
−
Corporate Governance mechanisms
−
Compliance with the commitments of the Company's prospectuses and business plans regarding the use
of funds raised from the regulated market
•
Prepares reports to the audited Units, based on the provisions of article 16 of Law 4706/20 and submits them
quarterly to the Audit Committee.
•
Prepares and submits to the Audit Committee, at least quarterly, reports that include its most important issues and
proposals, as they arise from its reports to the audited Units and the execution of its other duties, based on article
16 of Law 4706/20.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
18
•
Monitors the progress of the execution of the corrective actions approved by the Board and reports the results to
the Audit Committee
C.2.
Regulatory Compliance unit
The Regulatory Compliance unit (external consultant) is part of the internal audit system and reports administratively to the
Chief Executive Officer and functionally to the Audit Committee. With its reports to the Audit Committee, it contributes to the
improvement and adequacy of the internal audit system as its purpose is to ensure the establishment and implementation of
appropriate and up-to-date policies and procedures, in order to achieve in time, the full and continuous compliance of the
Company with the current regulatory framework.
The main responsibilities of the Regulatory Compliance unit include:
•
The establishment and implementation of appropriate procedures with the aim of timely and continuous compliance
of the Company with the current institutional and supervisory framework.
•
Monitoring and controlling the compliance of the Company with the regulatory and legislative requirements.
•
Informing the Board of Directors through the Audit Committee on regulatory compliance issues.
•
Ensuring the continuous information and training of employees on the developments in the institutional and
supervisory framework related to their responsibilities.
C.3
Risk Management unit
The Company has established appropriate policies and procedures in order to manage the risks associated with the process of
preparing the Company's financial statements. The Board of Directors determines the business strategy in the context of the
approval of the annual budget with medium-term estimates, for the next financial year. A key point of this exercise is the
overview of business risks and opportunities and the measures taken to manage them. The Company implements risk
management systems to identify, measure, manage and monitor all relevant risks in terms of the investment strategy that the
Company has decided to follow. Risk management systems are regularly reviewed and updated whenever necessary.
The operational and financial performance is examined on a regular basis, while a comparison of the budget with the results
of previous years is foreseen with the aim of the optimal performance. Also, monthly, the analysis of the discrepancies
between the actual results, the budget ones and the comparative ones is foreseen in order to ensure the accuracy and
completeness of the results.
All activities of the Company are subject to audits by the Internal Audit unit, the results of which are presented to the Board
of Directors of the Company. In addition, the Audit Committee reviews the management of the Company's main risks and
uncertainties and their periodic review. In this context, it evaluates the methods used by the Company for the identification
and monitoring of risks, the treatment of the main ones through the internal control system and the Internal Audit unit as well
as their disclosure to the published financial information in a correct manner. An internationally recognized auditing firm
carries out the statutory audit of financial statements.
The basic responsibilities and duties of the Company Risk Management Service include:
•
Risk management, to which the Company is either exposed or undertakes.
•
The determination of acceptable risk limits, which the Company can undertake, according to its strategic objectives,
in direct and continuous cooperation with the Management and the competent officers, depending on the category
and the classification of the risk.
•
Defining criteria for early detection of hazards and identifying the areas in which increased monitoring is
recommended, due to the high probability of occurrence of hazards.
•
The evaluation of the adequacy of the methods and systems for the identification, measurement and monitoring of
risks and, if deemed appropriate, and suggests the necessary corrective actions.
•
The preparation of reports for Risk Management, on a regular basis, for the adequate information of the Board of
Directors in matters of its competence.
•
The reassessment of all the risks that the Company can undertake and redefines the high-risk areas.
C.4
Information Technology Systems
The Company uses the IT services and computer systems of the affiliated company Info Quest Technologies SA.
The associated company Info Quest Technologies SA, the IT services provider, has developed systems specialized in the
company's activities, such as SAP RE (Real Estate), and has applied policies and processes covering the provided services to the
Company. Among the most important processes implemented by the associated company Info Quest Technologies S.A. are
the security procedures and in particular: backups (daily, monthly and yearly), recovery process, disaster recovery plan, host
hall security and incident log, as well as protection procedures and in particular antivirus security, e-mail security and firewall.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
19
Results of the evaluation process of the Internal Control System (ICS) in accordance with article 14, par. 3 letter j and par. 4
of Law 4706/2020 and the relevant Decisions of the Board of Directors of the Capital Market Commission.
The Company, with the decision of its Board of Directors from 30.06.2022, assigned to PKF EUROELEGTIKI S.A. the evaluation
of the adequacy and effectiveness of the Internal Control System of the company BriQ Properties REIC and the significant
subsidiary of Sarmed Warehouses SA, with a reference date of December 31, 2022, in accordance with the provisions of
paragraph i of paragraph 3 and paragraph 4 of article 14 of Law 4706/2020 and decision 1 /891/30.09.2020 of the Board of
Directors of the Capital Market Commission, as applicable (the "Legislative Framework").
The conclusion of the independent assessor Mr. Georgios Starakis, Certified Auditor Accountant with No. M. ELTE 20291, which
is included in the final evaluation report of the adequacy and effectiveness of the SEE dated 27.03.2023, states the following:
Based on our work carried out, as described above in the "Scope of Work Carried Out" paragraph, as well as the evidence
obtained, regarding the assessment of the adequacy and effectiveness of the EMS of the Company and its significant
subsidiary, with a reference date of December 31 2022, nothing has come to our attention that could be considered a material
weakness of the Company's and its significant subsidiary's ETS, in accordance with the Regulatory Framework.
The above conclusion is an additional confirmation that the Company complies with the current legislative and regulatory
framework governing the Internal Control System, and that it has adopted and applies best international practices, with the
aim of lawful and orderly operation to achieve its sustainable strategic development.
D. Composition and mode of operation of the administrative, management and supervisory bodies and their committees
D.1
Basic information on the operation of the General Meeting of Shareholders, their basic powers and the description
of their rights and how to exercise them
According to the Company's Articles of Association, the General Meeting is the supreme body of the Company, convened by
the Board of Directors and entitled to decide on any case concerning the Company, in which the shareholders are entitled to
participate, either in person or through a legally authorized representative, according to with the legal procedure provided for
in each case. Following a relevant decision of the Board of Directors and in accordance with the definitions of the law: (a) the
work of the General Meeting may be carried out remotely by audiovisual or other electronic means, (b) the shareholders may
participate remotely in the work and in vote of the General Meeting and (c) the appointment and revocation of a
representative and their notification to the Company can be done by electronic means, and in particular by sending the
necessary documents for the appointment or revocation to the email address to be determined by the Board Council at the
invitation to a General Assembly.
The General Meeting is temporarily chaired by the Chairman of the Board of Directors, or when he is prevented, by his legal
deputy. The duties of Secretary are temporarily performed by the person appointed by the President. After the list of
shareholders entitled to vote is approved, the General Meeting proceeds to the election of its Chairman and a Secretary who
also acts as a voter.
The minutes of the meetings of the General Assembly are signed by the Chairman and the Secretary of the Assembly. Copies
or extracts of these minutes are issued by the persons entitled to issue copies and extracts of Minutes of the Board of Directors.
The Annual Ordinary General Meeting is held once a year in accordance with the provisions of the current legislation and the
Articles of Association of the Company, in order, among other things, to approve the annual financial statements of the
Company, to decide on the distribution or not of profits and dismissal of members of the Board and the Auditors from all
responsibility.
The Company discloses all information related to the General Meeting of Shareholders in a way that ensures easy and equal
access to all shareholders. All publications and related documents are published on the Company's website in Greek and
English. The Company publishes and posts on its website the specific information defined by Law 3884/2010, as in force,
regarding the preparation of the General Meeting, but also information about the activities of the General Meetings, to
facilitate the effective exercise of the rights. of shareholders. At least the Chairman of the Board of Directors or the Chief
Executive Officer are present at the General Meeting and are available to provide information and information on the issues
raised by the shareholders for discussion.
Every shareholder who has the shareholder status on the Registration Date, as defined below, is entitled to participate, and
vote in the General Meeting. Each share of the Company provides the right to one (1) vote. Anyone who appears as a
shareholder in the files of the body "Hellenic Central Securities Depository S.A." is entitled to participate in the General
Meeting. (GM), where the securities (shares) of the Company are kept. The capacity of the shareholder must exist at the
beginning of the fifth (5th) day before the day of the meeting of the General Meeting. The rights of the shareholders of the
Company are defined in the Articles of Association and in law 4548/2018, as in force.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
20
The information of the shareholders is ensured through the operation of the Investment Relations Department of the
Company, which implements the communication policy with the shareholders of the Company. The Shareholder Service and
Corporate Announcements Service is responsible on the one hand for informing and supporting the shareholders for the
exercise of their rights and on the other hand it makes the necessary announcements to the investing public.
The Board of Directors has appointed the head of the Shareholder Service and Corporate Announcements with the main duties
of direct, accurate and equal information of the Company's shareholders as well as their support regarding the exercise of
their rights, according to the current legislation and the articles of association.
In addition, regarding corporate announcements, it is responsible for ensuring the Company's compliance with the current
institutional framework and the Company communicating with the competent authorities, namely the Hellenic Capital Market
Commission, the Stock Exchange, and other competent bodies. The head of the Shareholder Service provides answers to
questions from the investing public and the shareholders of the Company.
The Company also maintains an active website where useful information is posted for both shareholders and investors under
the responsibility of the head of the Shareholder Service and Corporate Announcements.
D.2.
Information on the composition and operation of the Board and other committees or bodies
D.2.1.
Suitability Policy adopted by the Company, in accordance with article 3 of 4706/2020
The Company has established a policy of suitability of the members of the Board of Directors (the "Suitability Policy") which
aims to ensure the quality staffing, efficient operation, and fulfillment of the role of the Board of Directors, based on its overall
strategy and medium-term business goals. Company with the aim of promoting corporate interest.
It includes the principles concerning the selection or replacement of the members of the Board of Directors and the renewal
of the term of office of the existing members, the criteria for the evaluation of the collective and individual suitability of the
members of the Board of Directors, the provision of diversity criteria.
The Suitability Policy was approved by the Extraordinary General Meeting of July 7, 2021, following the approval of the Board
of Directors, after considering the recommendation of the Remuneration and Nominations Committee, the provisions of
article 3 of Law 4706/2020, Circular 60/2020 of Capital Market Commission, the Internal Rules of Operation of the Company,
the Code of Corporate Governance, and international best practices.
The Eligibility Policy is posted on the Company's website:
.
D.2.2. Responsibilities and Operation of the Board of Directors
The Board of Directors is responsible for deciding any act concerning the management of the Company, the management of
its assets and the general pursuit of its purpose, without any restrictions (except for matters falling within the exclusive
competence of the General Meeting) and to represent the Company in court and out of court.
The Board of Directors may assign the exercise of all or part of its management and representation powers to one or more
persons, members of the Board of Directors or not, employees of the Company or third parties, determining the extent of the
delegated powers. The persons to whom the above powers are assigned bind the Company, as its organs, to the full extent of
the powers assigned to them. In addition to the responsibilities provided by law, the Board of Directors is responsible for
issuing all types of bond loans except those that by law fall under the exclusive competence of the General Meeting.
The powers and responsibilities of the Board of Directors of the Company are those described in its Articles of Association and
in the updated Internal Rules of Operation of the Company, in the Greek Code of Corporate Governance, in law 4548/2018
and other current legislation.
The Company is governed by a Board of Directors, which is elected by the General Meeting in accordance with the Company's
Articles of Association and Law 4706/2020, based on the benefit of the Company and the shareholders. The Board of Directors
is the supreme governing body of the Company that primarily formulates its development strategy and policy, while
supervising and controlling the management of its assets.
Chairman of the Board
The Chairman of the Board is a non-executive member. In case the Board of Directors appoints as Chairman one of the
executive members of the Board of Directors, it obligatorily appoints a vice-chairman from among the non-executive members.
The Chairman of the Board of Directors determines the issues of the agenda, convenes a meeting of the members of the Board
of Directors and chairs its Meetings, is in charge of promoting all corporate issues and represents the Company before any
authority.
Vice Chairman of the Board
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
21
The Vice Chairman of the Board of Directors replaces the Chairman in his duties, where provided by the Articles of Association,
law and policy of the Company and is in charge of the evaluation process of the Board of Directors, coordinates effective
communication between executive and non-executive members of the Board of Directors and in the evaluation of the
Chairman by the Board of Directors, in accordance with the provisions of the Corporate Governance Code.
CEO
The CEO is a member of the Board of Directors of the Company and reports to the Board of Directors of the Company. The
Chief Executive Officer heads all the services of the Company, directs their work, makes the necessary decisions within the
provisions governing the operation of the Company, the approved programs and budgets, the decisions of the Board of
Directors, the business plans, the strategic objectives, and the action plan of the Company. According to the Company's Articles
of Association, the Chief Executive Officer exercises all the essential administrative responsibilities and all the other
responsibilities assigned to him by the Board of Directors.
Executive Members:
The executive members of the Board of Directors are responsible, in particular, for the implementation of the strategy
determined by the Board of Directors and consult at regular intervals with the non-executive members of the Board of
Directors on the appropriateness of the applied strategy.
In existing situations of crisis or risk, as well as when circumstances require it to take measures that are reasonably expected
to significantly affect the Company, such as when decisions are to be made regarding the evolution of the business and the
risks that are expected to be taken. affect the financial situation of the Company, the executive members inform the Board of
Directors in writing without delay, either jointly or separately, submitting a relevant report with their estimates and proposals.
Non-Executive Parties:
The non-executive members of the Board of Directors, including the independent non-executive members, are responsible, in
particular for monitoring and examining the Company's strategy and its implementation, as well as the achievement of its
objectives, ensuring the effective supervision of the executive members including monitor and control their performance,
consider and express views on proposals submitted by executive members, based on existing information.
The independent non-executive members submit, jointly or individually, submit reports and reports to the regular or
extraordinary general meeting of the Company, regardless of the reports submitted by the Board of Directors.
D.2.3.
Composition of the Board of Directors
According to the Company's Articles of Association, the Board of Directors consists of five (5) to nine (9) members, who are
divided into executive, non-executive, and independently non-executive, in accordance with the provisions of the applicable
legal framework. The executive members are engaged in the Company with the daily management issues of the Company. The
non-executive members of the Board of Directors (not less than 1/3 of the total number of members) do not exercise
managerial duties in the Company, but can make independent assessments, especially regarding the Company's strategy, its
performance, and its assets.
On April 19, 2022, the Company's Board of Directors was reconstituted in accordance with the decision of the Ordinary General
Meeting of Shareholders of April 19, 2022 with the resignation of the Non-Executive Member Mr. Bitsakos and the addition of
the Independent Non-Executive Member Mr. Lasanianos.
NAME
POSITION
DATE OF TAKING DUTY
EXPIRATION
Theodoros Fessas
Chairman - Non-Executive
Member
7.10.2016 (Company Est.)
19.04.2022 (reelection)
19.04.2026
or next Ordinary
G.M
Anna Apostolidou
Chief executive officer -
Executive Member
7.10.2016 (Company Est.)
19.04.2022 (reelection)
19.04.2026
or next Ordinary
G.M
Apostolos Georgantzis
Executive Member
7.10.2016 (Company Est.)
19.04.2022 (reelection)
19.04.2026
or next Ordinary
G.M
Eftichia Koutsoureli
Non-Executive Member
7.10.2016 (Company Est.)
19.04.2022 (reelection)
19.04.2026
or next Ordinary
G.M
Markos Bitsakos
Non-Executive Member
7.10.2016 (Company Est.)
19.04.2022
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
22
Efstratios Papaefstratiou
Vice President - Independent
Non-Executive
Member
30.03.2020 (Election)
19.04.2022 (reelection)
19.04.2026
or next Ordinary
G.M
Eleni Linardou
Independent Non-Executive
Member
30.3.2020 (Election
19.04.2022 (reelection)
19.04.2026
or next Ordinary
G.M
Marios Lasanianos
Independent Non-Executive
Member
19.04.2022 (Election)
19.04.2026
or next Ordinary
G.M
The Members of the Board of Directors meet the eligibility criteria defined in art. 3 of Law 4706/2020 and under no. 60/2020
Circular of the Capital Market Commission and the Suitability Policy of the members of the Company's Board of Directors. Each
of the independent members of the Board of Directors meets the conditions of independence of Article 9 of Law 4706/2020
as reflected in the minutes of the Board of Directors No. 03/ 28.03.2022.
D.2.4.
Curriculum vitae of Members of the Board of Directors
Brief biographical notes of those who served during the corporate year 2022 members of the Board of Directors are listed
below. In addition, the CVs of the current members of the Board of Directors are also listed on the Company's website:
Theodoros Fessas - Chairman - Non-Executive Member
Mr Theodore Fessas is the founder and major shareholder of Quest Holdings. Quest Holdings was founded in 1981 (as Info-
Quest), is listed on the Athens Stock Exchange (1998) and operates through its affiliates in the IT sector (InfoQuest
Technologies, iSquare, iStorm, Uni Systems, FoQus) in e-commerce (www.you.gr), in courier services (ACS Courier Services), in
renewable energy sources (Quest Energy) and in air conditioning products and services (Clima Quest).
He served as President of SEV - Hellenic Federation of Enterprises (2014-2020). He is the Honorary President of the Federation
of Hellenic Information Technology and Communications Enterprises (SEPE) and member of the Board of the Foundation for
Economic and Industrial Research (IOBE).
He studied Electrical Engineering at the National Technical University of Athens and holds a Master in Thermodynamics from
the University of Birmingham, UK.
Anna Apostolidou - Chief executive officer - Executive Member
Mrs. Apostolidou is the Chief Executive Officer of BriQ Properties REIC since the Company’s establishment in 2016. From July
2015 until June 2016, she served on the Board of Directors of NBG Pangaea REIC as a non-Executive Director. Prior to that she
assumed various management positions in Lamda Development S.A. from 2003 until 2015. She was the Managing Director of
Lamda Property Management (2003-2006) and the Commercial Director of Lamda Development (2006-2015). She also served
on the Board of Directors of ECE - Lamda Hellas and MC Property Management.
In the period 1997-2003 she worked and lived in New York where she was employed as an investment banker at Lazard LLC
(1997-2000), she started her own internet venture, ShipVertical (2000-2001) and worked in NYSE-listed Seacor Holdings as the
Director of Strategy and Business Development (2001-2003).
Before 1997 she was employed by Barclays Bank in London, Athens and Piraeus and received training in various managerial
positions under bank’s challenging Management Development Program.
She holds a bachelor’s degree in Physics from National University of Athens and a postgraduate degree in Shipping, Trade &
Finance from City University Business School of London.
Apostolos Georgantzis - Executive Member
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
23
Apostolos Georgantzis holds the position of CEO of Quest Holdings from the end of 2015 while holds the position of CEO of
ACS since the end of 2003.
He has studied Mechanical Engineering at Imperial College of Science Technology and Medicine (Great Britain) where he
completed his postgraduate studies and holds BEng and MSc.
He has worked as an executive, freelancer, and entrepreneur in various positions in the fields of construction, investment, and
IT. A. Georgantzis was born in Piraeus in 1968, speaks English, French, is married and father of two children.
Eftichia Koutsoureli - Non-Executive Member
Ms. Koutsoureli is a graduate of the Deere College with studies in Business Administration and Economics. She has developed
her own business in the sector of trade and has worked with Info-Quest as a shareholder since its inception phase until 1984
when the SA was founded and, as a founding member, is a major shareholder. She worked in various administrative areas of
the company, contributing to the development and transformation of the company to a Group of Companies with activities in
the fields of ΙΤ and Digital Technology, Postal Services and Renewable Energy Sources.
For many years she was leading the Marketing and Communications department of the ICT sector, while today she holds the
position of Director of Corporate Affairs and Communications of the Group's companies. In 2013 she was appointed President
of the CSR Committee of the Board for the introduction of CSR and Sustainability Strategy in the companies of the Group.
Since 2015 she is Vice Chairwoman of Quest Holdings and a member of the Board of the Group's companies, while in 2007-
2010 she served as a member of the Board of Directors of the Federation of Hellenic Information Technology and
Communications Enterprises (SEPE). She also serves as Board member in various organizations and charities.
Efstratios Papaefstratiou - Independent Non-Executive Member
Mr. Papaefstratiou studied at Yale University (B.A. Economics, 1970) and Columbia University (MBA,1972). Initially he worked
at American Express International Banking Corp. (1971) and Morgan Guaranty Trust Co. of New York (1972 – 1979).
He served as Advisor to the Governor of the Bank of Greece (1979 – 1984) and Vice Governor of the Hellenic Industrial
Development Bank (1984-1987). Subsequently he worked for “S&B Industrial Minerals Group” (1989 – 2011) as Finance
Director, Corporate Relations Director and Head of Real Estate Enterprises. Currently he is the manager of Kyriacopoulos Family
Office and Board Member of “Orymil S.A”.
Eleni Linardou -Independent Non-Executive Member
Ms. Linardou is an economist and has many years of experience in the field of Investments and Portfolio Management. He is
a graduate of the Economics Department of the Law School of the University of Athens and holds an MSc. in Statistics from
the Athens University of Economics and Business (ASOEE).
She started her professional career at the National Bank Group through the Bank's Network and the Dealing Room, with main
responsibility for the Bank's bond portfolio (1981-2000). She worked in the Allianz group taking over sales in Asset
Management, as a member of the Pan-European Sales Team of Allianz Global Investors (2001-2006).
In the period 2007-2010, she took over the supervision of investments and the financial & accounting control of all Insurance
Companies, in the then newly established Supervisory Authority of Insurance Companies (EP.E.I.A). In the period 2011-2023,
she returned to the National Bank Group as Investment Manager of National Insurance. He is the President of the Investment
Committee of TEAYET and was a member of the Investment Committee of TEA EAPAE.
From the above it is concluded that the composition of the Board of Directors reflects the knowledge, skills and experience
required to exercise its responsibilities, in accordance with the suitability policy and the business model and strategy of the
Company.
Marios Lasanianos-Independent Non-Executive Member
Mr Lasanianos, is a Certified Public Accountant and member of the Greek Institute of Certified Public Accountants, Fellow
ACCA (member of the Association of Certified Chartered Accountants) and Certified Fraud Examiner (member of the
Association of Certified Fraud Examiners and the Hellenic ACFE). From 1998 to 2018 he worked as Certified Public Accountant
and business consultant in Grant Thornton Greece where he led numerous projects in Assurance services, Transactional
Advisory services and Forensic services for listed, public, private and transantional entities. During this time he served as Grant
Thornton Greece’s representative to international committees of Grant Thornton International with the purpose to enhance
audit quality globally in member firms.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
24
During 2018 - 2022 he worked as a Director in Finance departments in large retail and wholesale companies (Mart Cash and
Carry, Shop and Trade S.A.). Since October 2022 he is Director in Transaction Advisory Services of Baker Tilly Business
Consulting Services SA, member of Baker Tilly International network. Finally he is an Independent, non executive member of
the BOD and member of the audit committee of Jumbo S.A.
The brief biographies of the Company's executives are as follows:
Emmanuel Andrikakis, Head of Financial Control and Reporting of the Group and Head of Shareholder Services and
Corporate Announcements, Corporate Secretary of the Board of Directors.
Mr. Manos Andrikakis has been the Chief Audit Executive of the Company since its establishment. From July 2014 to October
2016, he worked as a Financial Analyst at Quest Holdings S.A., and prior to Quest Holdings, from September 2012, he worked
at accounting and finance departments of Info Quest Technologies S.A.
He holds a Bachelor of Business Administration and Finance and a Master’s Degree (MSc) in Business Economics, Finance and
Banking from the University of Portsmouth, UK.
He is also a member of the Hellenic Institute of Internal Auditors, of the Economic Chamber of Greece and a licensed Class A
Accountant/Tax Consultant.
Antonios Sioutis, Chief Internal Auditor
Mr. Antoniοs Sioutis is Chief Internal Auditor of the Company. Mr. Sioutis is a graduate of Economic Studies from Panteion
University, has received a master's degree in Taxation and Auditing and has 5 years of experience in the Audit department at
Grant Thornton.
He is a member of the Internal Auditors register of the Hellenic Chamber of Commerce and the Institute of Internal Auditors.
He is also a member of the Association of Chartered Certified Accountants as well as the Athens Chamber of Commerce.
D.2.5.
Information regarding the participation of the members of the Board of Directors in its meetings.
The Board of Directors meets either at the Company's headquarters or by teleconference in accordance with the Articles of
Association, whenever the Law or needs require it. The Board of Directors met 22 times during the fiscal year 2022 (ie from
01.01.2022-31.12.2022). The attendances of each member of the Board of Directors during the year 2022 are shown in the
following table:
NAME
MEMBERSHIP
NUMBER OF
MEETING
COMMENTS
Theodoros Fessas
Chairman - Non-Executive Member
22/22
-
Efstratios Papaefstratiou
Vice Chairman -Independent Non-
Executive Member
22/22
End of term as vice
president 19.04.2022
Anna Apostolidou
CEO - Executive Member
22/22
-
Apostolos Georgantzis
Executive Member
22/22
-
Eftichia Koutsoureli
Non-Executive Member
22/22
-
Markos Bitsakos
Non-Executive Member
5/22
End of term as vice
president 19.04.2022
Eleni Linardou
Independent Non-Executive Member
17/22
-
Marios Lasanianos
Independent Non-Executive Member
17/22
Start of term as vice
president 19.04.2022
D.2.6.
Information on the number of shares held by each member of the Board of Directors and each senior executive.
According to article 18, par. 3 of Law 4706/2020, below is a table with the number of shares held by each member of the Board
of Directors and each senior manager in the Company as at 31.12.2021.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
25
NAME
MEMBERSHIP
Number of
Shares of
the
Company
% of the total shares of
the Company
Theodoros Fessas
Chairman - Non-Executive Member
13.444.093
37,59%
Anna Apostolidou
CEO - Executive Member
15.000
0,04%
Apostolos Georgantzis
Executive Member
19.791
0,06%
Eftichia Koutsoureli
Non-Executive Member
6.014.689
16,80%
Markos Bitsakos
Non-Executive Member
0
0,00%
Efstratios Papaefstratiou
Vice President- Independent Non-
Executive Member
0
0,00%
Eleni Linardou
Independent Non-Executive Member
0
0,00%
Marios Lasanianos
Independent Non-Executive Member
0
0,00%
D.2.7.
Conflict of Interest - Other professional commitments
Each member of the Board of Directors has an obligation of loyalty to the Company. The members of the Board
of Directors act with integrity and in the interest of the Company and safeguard the confidentiality of non-publicly
available information. They must not have a competitive relationship with the Company and must avoid any
position or activity that creates or appears to create a conflict between their personal interests and those of the
Company.
• The members of the Board of Directors, as well as any third party, to whom responsibilities have been assigned
by the Board of Directors, must refrain from pursuing their own interests that are contrary to the interests of the
Company and not have a competitive relationship with the Company.
• The members of the Board of Directors, as well as any third party, to whom the responsibilities have been
assigned by the Board of Directors, must report to the Board of Directors any conflict or relationship of own
interests with those of the Company or related companies that arises during the exercise of their duties.
• For the valid representation, management of the corporate affairs and undertaking of any obligation on the part
of the Company, two signatures are required under the corporate name, unless otherwise specified by a relevant
decision of the Board of Directors.
• The Company has undertaken, towards the members of the Board of Directors and its Executives who by its
decision has been assigned the management of the Company and / or the fulfillment of certain obligations and /
or the exercise of part of its powers and responsibilities, the obligation to compensate them in full in the
performance of their duties.
• The Company adopted a separate policy for the Prevention and Management of Conflict of Interests, further
specifying, which was approved by the Board of Directors of the Company with its decision of 14/07/2021.
The members of the Board of Directors have notified the Company of the following other professional
commitments (including significant non-executive commitments to companies and non-profit institutions), which
on 31.12.2022 are as follows:
ΝΑΜΕ
NUM
COMPANY
POSITION
Theodoros
Fessas
1
QUEST HOLDINGS S.A
PRESIDENT OF THE BOD, EXECUTIVE MEMBER
2
INFO QUEST TECHNOLOGIES Μ.A.E.B.E.
BOARD MEMBER
3
UniSystems M.A.E.
BOARD MEMBER
4
ACS M.A.E.E.
BOARD MEMBER
5
QUEST ONLINE M.A.E.
BOARD MEMBER
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
26
6
ISQUARE Μ.Α.Ε.
BOARD MEMBER
7
FOQUS M.A.E.
BOARD MEMBER
8
CLIMA QUEST M.Α.Ε.
BOARD MEMBER
9
QUEST ENERGIAKI KTIMATIKI Μ.Α.Ε.Β.Ε.
BOARD MEMBER
10
FOS ENERGIA KAVALA MAE
BOARD MEMBER
11
ΒΕΤΑ SYNENERGIA KARVALI M.A.E.
BOARD MEMBER
12
NUOVO KAVALA PHOTTOPOWER Μ.A.E.
BOARD MEMBER
13
ENERGIA FOTOS VITA XANTHIS MAE
BOARD MEMBER
14
PETROX SOLAR POWER A.E.
BOARD MEMBER
15
PHOTTOPOWER EVMIRIO BETA Μ.A.E.
BOARD MEMBER
16
MILOPOTAMOS FOS 2 MAE
BOARD MEMBER
17
EOLIKO PARKO VIOTIAS AMALIA SA
BOARD MEMBER
18
EOLIKO PARKO VIOTIAS MEGALO PLAI MAE
BOARD MEMBER
19
XILADES ENERGIAKI SA
BOARD MEMBER
20
KINIGOS SA
BOARD MEMBER
21
FAROS ANANEOSIMES PIGES ENERGIAS
MAE
BOARD MEMBER
22
WIND SIEBEN ENERGIAKI MAE
BOARD MEMBER
23
THEOLINA IPIRESION Μ.ΙΚΕ
MANAGER
24
VILLA ELINA MONOPROSOPI ΙΚΕ
MANAGER
25
THEOLINA ESTATE M.IKE
MANAGER
26
THEOHOLD MONOPROSOPI ΙΚΕ
MANAGER
27
THEOSEA MONOPROSOPI ΙΚΕ
MANAGER
28
IVYDALE TRADING LIMITED
MANAGER
29
FOUNDATION FOR ECONOMIC AND
INDUSTRIAL RESEARCH (IOBE)
BOARD MEMBER
ΝΑΜΕ
NUM
COMPANY
POSITION
Efstratios
Papaefstratiou
1
BLUE CREST HOLDING S.A.
Director
2
BLUE WATER HOLDING S.A.
Director
3
KKFMS BV
Director
ΝΑΜΕ
NUM
COMPANY
POSITION
Anna
Apostolidou
1
SPRING STREET M.IKE
President of the BOD, Executive Member
1
Plaza Hotel Skiathos Μ.Α.Ε.
BOARD MEMBER
1
Sarmed Warehouses A.E.
BOARD MEMBER
ΝΑΜΕ
NUM
COMPANY
POSITION
Apostolos
Georgantzis
1
QUEST HOLDINGS S.A
CEO – EXECUTIVE BOARD MEMBER
2
INFO QUEST TECHNOLOGIES Μ.A.E.B.E.
BOARD MEMBER
3
QUEST ONLINE M.A.E.
BOARD MEMBER
4
ACS Μ.A.E.Ε.
CEO – EXECUTIVE BOARD MEMBER
5
ACS INVEST UK LTD
Director
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
27
6
QUEST ENERGIAKI KTIMATIKI Μ.Α.Ε.Β.Ε.
VICE-CHAIRMAN, EXECUTIVE BOARD MEMBER
7
Uni Systems M.A.E.
VICE-CHAIRMAN, EXECUTIVE BOARD MEMBER
8
ISQUARE Μ.Α.Ε.
VICE-CHAIRMAN, EXECUTIVE BOARD MEMBER
9
iStorm A.E.
VICE-CHAIRMAN, EXECUTIVE BOARD MEMBER
10
XILADES S.A.
VICE-CHAIRMAN
11
WIND ZIEBEN ΕΝΕΡΓΕΙΑΚΗ Μ.A.E.
VICE-CHAIRMAN
12
FOS ENERGIA KAVALAS S.A
VICE-CHAIRMAN
13
MILOPOTAMOS FOS 2 S.A
VICE-CHAIRMAN
14
NUOVO KAVALA PHOTTOPOWER Μ.A.E.
VICE-CHAIRMAN
15
PETROX SOLAR POWER A.E.
VICE-CHAIRMAN
16
BETA SYNENERGIA KARVALI Μ.A.E.
VICE-CHAIRMAN
17
PHOTTOPOWER EVMIRIO BETA Μ.A.E.
VICE-CHAIRMAN
18
ENERGIA FOTOS BETA XANTHI S.A
VICE-CHAIRMAN
19
KINIGOS SA
VICE-CHAIRMAN
20
Quest International société à
responsabilité limitée
BOARD MEMBER
21
CLIMA QUEST M.Α.Ε.
BOARD MEMBER
22
Plaza Hotel Skiathos Μ.Α.Ε.
BOARD MEMBER
23
Sarmed Warehouses A.E.
BOARD MEMBER
24
FOQUS M.A.E.
VICE-CHAIRMAN
25
SUNMED LAND INVEST INC
Director
26
FAROS ANANEOSIMES PIGES ENERGIAS
MAE
VICE-CHAIRMAN
ΝΑΜΕ
NUM
COMPANY
POSITION
Eftichia
Koutsoureli
1
QUEST HOLDINGS S.A
VICE-CHAIRMAN, EXECUTIVE BOARD MEMBER
2
Elliniki Akti S.A.
PRESIDENT OF THE BOD & CEO, EXECUTIVE
BOARD MEMBER
3
ACS M.A.E.E.
VICE-CHAIRMAN
4
Uni Systems M.A.E.
BOARD MEMBER
5
Quest OnLine Μ.A.E.
BOARD MEMBER
6
ISQUARE Μ.Α.Ε.
VICE-CHAIRMAN
7
iStorm M.A.E.
VICE-CHAIRMAN
8
Fos energia kavalas S.A.
VICE-CHAIRMAN
9
NUOVO KAVALA PHOTTOPOWER Μ.A.E.
VICE-CHAIRMAN
10
Milopotamos fos 2 S.A.
VICE-CHAIRMAN
11
PETROX SOLAR POWER A.E.
VICE-CHAIRMAN
12
ΒΕΤΑ SYNENERGIA KARVALI M.A.E.
VICE-CHAIRMAN
13
PHOTTOPOWER EVMIRIO BETA Μ.A.E.
VICE-CHAIRMAN
14
ENERGIA FOTOS BETA XANTHI S.A
VICE-CHAIRMAN
15
QUEST ENERGIAKI KTIMATIKI Μ.Α.Ε.Β.Ε.
VICE-CHAIRMAN
16
INFO QUEST TECHNOLOGIES Μ.A.E.B.E.
VICE-CHAIRMAN
17
FOQUS M.A.E.
VICE-CHAIRMAN
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
28
18
Kinigos S.A
VICE-CHAIRMAN
19
CLIMA QUEST M.Α.Ε.
VICE-CHAIRMAN
20
FARMOS ANAENOSIMES PIGES ENERGIAS
VICE-CHAIRMAN
21
Sarmed Warehouses A.E.
PRESIDENT OF THE BOD
22
WIND SIEBEN ENERGIAKI MAE
VICE-CHAIRMAN
23
XILADES S.A.
VICE-CHAIRMAN
ΝΑΜΕ
NUM
COMPANY
POSITION
Eleni Linardou
1
Ethniki, Hellenic General Insurance Co. S.A.
INVESTMENT MANAGEMENT MANAGER
(RERIREMENT 31/08/2022)
2
ΤΕΑΥΕΤ PROFESSIONAL INSURANCE OF
EMPLOYEES FOOD TRADE.
CHAIRMAN OF THE INVESTMENT COMMITTEE
3
ALPHA TRUST-ANDROMEDA Investment
Trust S.A.
INDEPENDENT NON-EXECUTIVE BOARD
MEMBER
ΝΑΜΕ
NUM
COMPANY
POSITION
Marios
Lasanianos
1
BAKER TILLY BUSINESS CONSULTING
SERVICES SA
Director Transaction Advisory Services
2
JUMBO SA
INDEPENDENT NON-EXECUTIVE BOARD
MEMBER
None of the members of the Board of Directors of the Company (executive, non-executive and independently non-executive)
held during the year 2022 a position on the Boards of Directors of more than five (5) companies listed in total and companies
not affiliated with the Company.
D.2.8. Committees of the Board of Directors
Audit Committee
The Audit Committee, according to article 44 of Law 4449/2017, is a committee of the Board of Directors, consisting only of
members of the Board of Directors, and the term of office of its members is the same as their term of office as members of
the Board of Directors. The Audit Committee has 3 members, consisting entirely of non-executive members of the Board of
Directors. The members of the Audit Committee have all proven, sufficient knowledge in the field in which the Company
operates, while at least one member, who also has sufficient knowledge and experience in accounting / auditing, always
attends the meetings of the Committee concerning the approval of financial situations.
The main tasks of the Audit Committee include, among others, monitoring the process and the performance of the statutory
audit of the Company's financial statements, monitors, examines and evaluates the process of preparing the financial
information and monitors the effectiveness of the Internal Audit System. and Regulatory Compliance of the Company.
The operating principles and duties of the Committee are described in detail in its regulation which is available on the
Company's website:
Following its reorganization, the Board of Directors, at its meeting on April 19, 2022, appointed as members of the Company's
Audit Committee the Independent Non-Executive members, etc. Efstratios Papaevstratiou of Dimitriou, Eleni Linardou of
Dimitriou and Mario Lasaniano of Konstantinou, after it was verified that they meet the independence criteria of Article 9 of
Law 4706/2020 and the conditions of Article 74 of Law 4706/2020. In particular, the elected members of the Audit Committee
as a whole have sufficient knowledge in the Company's field of activity, while at least one member, Mr. Marios Lasanianos,
has the required sufficient knowledge in auditing or accounting according to paragraph g of article 44 of Law 4449/2017.
Furthermore, during the meeting of the Audit Committee on 19.04.2022, the members of the Audit Committee decided to
appoint the Independent Non-Executive member of the Board of Directors, Mr. Efstratios Papaefstratiou Dimitrios, as its
Chairman.
Following the above, the Company's Audit Committee consists of the following:
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
29
• Efstratios Papaefstratiou of Dimitrios, Chairman of the Audit Committee, Independent Non-Executive Member of the Board
of Directors.
• Eleni Linardou, of Dimitrios, Member of the Audit Committee, Independent Non-Executive Member of the Board of Directors.
• Marios Lasanianos, of Constantinos, Member of the Audit Committee, Independent Non-Executive Member of the Board of
Directors.
During 2022, the Audit Committee met on a regular basis (15 times in total) with the presence of all members as shown in
the table below and all decisions of the Committee were taken unanimously.
Audit Committee meetings and attendances in 2022
NAME
MEMBERSHIP
NUMBER OF MEETING
COMMENTS
Efstratios Papaefstratiou
President
15/15
-
Markos Bitsakos
Member
6/15
End of term 19.04.2022
Eleni Linardou
Member
15/15
Marios Lasanianos
Member
9/15
Start of term 19.04.2022
The Audit Committee met 5 times with the external auditors of PricewaterhouseCoopers (PWC), in the presence of the Head
of the Internal Audit Service, as part of its responsibilities for the process of monitoring the annual financial statements and
did not report any violations or irregularities to the Committee. In addition, the meetings of the Committee concerning the
approval of the financial statements and the statement of investments were attended at the invitation of the Committee and
the Head of Financial Control of the Company.
Proceedings of the Audit Committee
The main ones handled by the Audit Committee in the year 2022 are categorized as follows:
In relation to the Financial Information process
1. Reviewed the Investment Statements and the Financial Reports for the year 2022 and for the interim statements for the
year 2021 before their approval by the board of directors and evaluated their completeness and consistency in relation to the
information that has been taken into account as well. and with the accounting principles applied by the company and informed
the Board of Directors.
2. It was informed through meetings by the competent bodies of the Company and the certified auditors about the schedule
and the important audit issues, the important crises, assumptions and estimates during the preparation of the financial
statements.
In relation to external auditors (Certified Public Accountants)
1. In accordance with the provisions of Law 4449/2017 on the selection of statutory auditors, the Audit Committee decided to
propose to the Board of Directors the maintenance of PwC as an auditing company that will carry out the statutory audit of
the annual and consolidated financial statements. use 2022.
2. The statutory auditors submitted to the Commission the declaration of independence from the Company in accordance with
the Code of Ethics for Professional Auditors of the Council of International Standards of Ethics of Auditors (Code of ECHR) and
the ethical requirements related to the audit of financial statements. The Commission has ensured the independence and
objectivity of statutory auditors (PwC).
3. Approved any additional service, apart from the mandatory audit of the Statutory Auditors to the Company and its
subsidiaries, in order to ensure that these services and the related fees are permitted by the applicable European and Greek
legislation and do not affect the independence of the Statutory Auditors.
In relation to Internal Audit, Risk Management and Regulatory Compliance
1.
Updated and approved the annual planning of activities of the Internal Audit Service for 2022 and evaluated the
identification and risk assessment of the Company on which this planning was based.
2.
Monitored the work of the Internal Audit Service through its quarterly reports. The audit work of the Internal Audit for
the year 2022 focused on:
•
Evaluation of real estate investment value estimates 31.12.2021 & 30.6.2022.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
30
•
Control of rental income.
•
Monitoring of the Company's Human Resource Management tasks by the provider.
•
Control of Cash Balances 31.12.2021 & 30.06.2022.
•
Financial Information and Operation flow control.
•
Control of investment policy implementation and process of finding investment opportunities by the Property
Managers.
•
Control of the Contract Management and Drafting process.
•
Control of employee access to the information systems and the shared file of the Company based on responsibilities.
•
Regulatory Compliance Service and Risk Management Service Operation Control.
3.
Evaluated and approved the reports of the Regulatory Compliance Service and approved its work program for the fiscal
year 2022.
4.
Evaluated the progress reports of the Risk Management Service and the compilation of the Company's risk register.
5.
Evaluated and approved the provider for the assessment of the adequacy and effectiveness of the Company's Internal
Control System, in accordance with what is defined in article 14 of Law 4706/2020 and the decisions of the Capital Market
Commission 1/891/30.09.2020 and 2/ 917/17.06.2021.
Remuneration and Nominations Committee
The purpose of the Human Resources and Remuneration Committee is to assist the Company's Board of Directors in fulfilling
its duties regarding the determination and monitoring of the implementation of the Company's staff remuneration policy, as
well as the attraction of specialized executives and their preservation, utilization and development. Furthermore, the purpose,
composition and responsibilities of the Human Resources & Remuneration Committee are contained in its Rules of Procedure
which were revised in the context of harmonization with Law 4706/2020 with the decision of the Board of Directors dated
14.07.2021. The operating principles and duties of the Committee are described in detail in its regulation which is available on
the Company's website:
According to the operating regulations of the Remuneration and Nominations Committee, the Committee has three members
and consists of non-executive members of the Board of Directors. At least two (2) members are independent non-executives
including the President.
The Board of Directors of April 19, 2022 unanimously decided and appointed in accordance with articles 10-12 of Law
4706/2020 and the Company's Internal Operating Regulations the following members of the Board of Directors as members
of the Remuneration and Nominations Committee:
•
Efstratios Papaefstratiou, Independent - Non-Executive Member
•
Eleni Linardou, Independent - Non-Executive Member
•
Marios Lasanianos, Non-Executive Member
According to the decision of the Board of Directors of April 19, 2022, each of the senior independent members meets the
conditions of independence of Article 9 of Law 4706/2020.
Furthermore, the Board of Directors on 19.04.2022 unanimously decided that the term of office of the Remuneration and
Nominations Committee shall be three (3) years and in particular until April 19, 2025, while it may be renewed or revoked by
decision of the Board of Directors.
Following the above decisions, the Members of the Remuneration & Nominations Committee elected Mr. Efstratios
Papaefstratiou as Chairman of the Committee, and ratified the establishment of the Remuneration & Nominations Committee
as follows:
•
Efstratios Papaefstratiou, Independent - Non-Executive Member,
President
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
31
•
Eleni Linardou, Independent - Non-Executive Member,
Member
•
Marios Lasanianos, Non-Executive Member,
Member
During 2022, the Remuneration and Nomination Committee met 3 times with the presence of all members as shown in the
table below and all decisions of the Committee were taken unanimously.
Meetings of the Remuneration and Nominations Committee and attendances in 2022
NAME
MEMBERSHIP
NUMBER OF MEETING
COMMENTS
Efstratios Papaefstratiou
President
3/3
-
Markos Bitsakos
Member
2/3
End of term 19.04.2022
Eleni Linardou
Member
3/3
-
Marios Lasanianos
Member
1/3
Start of term 19.04.2022
Proceedings of the Remuneration and Nominations Committee
The Remuneration and Nominations Committee in the year 2022 met 3 times in the presence of all its members.
The main ones handled by the Remuneration and Nominations Committee in the year 2022 can be summarized as follows:
1. Overview of the Remuneration Report of the Board of Directors for the year 2021 and proposal to the Board of Directors.
2. Proposal to the Board of Directors for the amount of fees and compensations of the members of the Board of Directors for
the 2021 and 2022 fiscal years.
3. Proposal to distribute profits to the staff and Board of Directors from the 2021 profits.
4. Proposal for free distribution of own shares to members of the Company's Board of Directors
5. Assessment of suitability of the Board of Directors and its members
6. Evaluation of a candidate independent member of the Board of Directors
7. Proposal for the reorganization of the Board of Directors
Other Committees of the Board of Directors
A.
Investment Committee
The Investment Committee is a collective body, which was established by the Board of Directors of the Company. It consists
of a maximum of three (3) to seven (7), one of which is the Chairman of the Investment Committee while members of the
Committee may also be external advisors. The Members are appointed by the Board of Directors, based on significant relevant
professional experience and recognition.
The Investment Committee is responsible for proposing to the Board of Directors for the formulation and implementation of
the Company's investment strategy, the making of new investments, the liquidation of existing ones, as well as the
management of its portfolio based on the current market conditions and opportunities.
Following the restructuring of the Board of Directors from 19.04.2022, the composition of the Investment Committee is as
follows:
•
Anna Apostolidou, President,
•
Theodoros Fessas, Member,
•
Eftychia Koutsoureli, Member,
•
Apostolos Georgantzis, Member
The term of office of the Investment Committee in accordance with the Regulation of the Committee is four years and expires
on April 19, 2026, while it may be renewed or revoked by decision of the Board of Directors.
During 2022, the Remuneration and Nomination Committee met 7 times with the presence of all members as shown in the
table below and all decisions of the Committee were made unanimously.
Investment Committee meetings and appearances during 2022
NAME
MEMBERSHIP
NUMBER OF MEETING
COMMENTS
Anna Apostolidou
President
7/7
Theodoros Fessas
Member
7/7
Apostolos Georgantzis
Member
7/7
Eftichia Koutsoureli
Member
7/7
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
32
B.
Committee on Sustainable Development
With the decision of 19.04.2022 of the Company's Board of Directors, the Sustainable Development Committee was
reconstituted, which deals with the Company's Sustainable Development issues.
The main mission of the Committee is to establish the sustainable development policy which was approved by the Board of
Directors on 18.05.2022 and to provide support and assistance to the Board in defining the strategy, objectives and priorities
on sustainable development issues, cooperation with the executive management of the Company in matters of sustainable
development, the monitoring on behalf of the Board of Directors of the implementation of the Company's strategy in matters
of sustainable development, as well as the implementation of the activities and the achievement of the Company's goals in
these matters, reporting to the Board of Directors on matters of sustainable development development and the support of
the Board of Directors in the supervision of the sustainable development strategy in the Company.
The Sustainable Development Committee consists of at least three (3) members of the Board of Directors, most of them non-
executive, who are appointed by the Board of Directors of the Company.
The composition of the Sustainable Development Committee as reconstituted by the decision of the Board of Directors dated
19.04.2022 is as follows:
•
Eftychia Koutsoureli, President,
•
Anna Apostolidou, President,
•
Eleni Linardou, Member.
The duration of the term of office of the Sustainable Development Committee according to the Regulation of the Committee
is four years and expires on April 29, 2026, while it may be renewed or revoked by decision of the Board of Directors.
During 2022, the Sustainable Development Committee met 3 times with the presence of all members as shown in the table
below and all decisions of the Committee were taken unanimously.
Sustainable Development Committee meetings and appearances during 2022
NAME
MEMBERSHIP
NUMBER OF MEETING
COMMENTS
Eftichia Koutsoureli
President
3/3
Anna Apostolidou
Member
3/3
Eleni Linardou
Member
3/3
OTHER INFORMATION FOR THE COMPANY ACCORDING TO PAR. 7 AND 8 OF ARTICLE 4 OF LAW 3556/2007, AS IT APPLIES
1. Share capital structure of the Company
All the shares of the Company are common, registered, with voting rights, have been listed on the Athens Stock Exchange and
have all the rights and obligations arising from the Company's Articles of Association and are determined by law.
The share capital of the Company currently amounts to € 75.106 thousand and is divided into 35.764.593 common registered
shares, with a nominal value of € 2,10 each. All the shares of the Company are common, registered, with voting rights, they
are listed in the Athens Stock Exchange and have all the rights and obligations arising from the Company's Articles of
Association and are determined by law.
The Company on 31.12.2022 owned a total of 397.030 treasury shares with a total nominal value of € 772 thousand and
acquisition cost of € 701 thousand. The treasury shares held on 31.12.2022 correspond to the 1,10% of the Company's share
capital.
2. Restrictions on transfer of Company’s shares
There are no restrictions imposed by the Company’s articles of association as regards to the transfer of shares other than those
imposed by the Law.
3. Significant direct or indirect shareholdings
At the date of approval of the Financial Statements for the year ended December 31, 2022 the significant direct or indirect
shareholders following the meaning of articles 9 to 11 of Law 3556/2017 are:
Last Name
Name
Father’s name
Number of shares
(%)
Fessas
Theodoros
Dimitris
13.444.093
37,6
Koutsoureli
Eftichia
Sofoklis
6.014.689
16,8
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
33
4. Shares providing special rights
The Company has not any issued class of Shares which provide special control rights to their holders.
5. Restrictions of voting rights
The Company's Articles of Association do not provide for any restrictions on voting rights.
6. Agreements between shareholders of the Company
There are no shareholder agreements, which imply restrictions on the transfer of the Company's shares or on the exercise of
voting rights deriving from its shares.
7. Rules for the appointment and replacement of members of the Board of Directors, as well as for the amendment of the
Articles of Association, which differ from the provisions of the Law. 4548/2018.
The rules in the Articles of Association of the Company for the appointment and replacement of the members of the Board of
Directors and amendment the articles of Association, do not differ from the provisions of the provisions of Law 4548/2018.
8. Authority of the Board of Directors or of certain members, to issue new shares or the purchase own shares according to
article 49 of Law 4548/2018
According to the decision of the Extraordinary General Meeting of 30.03.2020, the Company may purchase its own equity
shares, up to 10% of the paid-up Share Capital, based on the provisions of article 49 of Law 4548/2018, as in force, within the
provided by law period of 24 months, with a minimum purchase price of € 0,10 per share and a maximum purchase price of €
5,00 per share, in order to reduce the Capital, to grant shares to the staff or anything else within the provisions of the Law.
The Board of Directors was authorized to implement the decision. At the end of the closing year, the Company owned a total
of 397.030 treasury shares with a total nominal value of € 772 thousand and acquisition of € 701 thousand. The treasury shares
held on 31.12.2022 correspond to the 1,10% of the Company's share capital.
9. Significant agreements concluded by the Company which enter into force, amended or terminated in the event of change
of control of the Company following a public tender offer.
There are no agreements which will be put into effect, amended or terminated upon a change in the controlling interests of
the Company’s share capital, following a public offer.
10. Significant agreements concluded between the Company and members of the Board of Directors or its employees
There are no special agreements between the Company and members of its Board of Directors or its staff, which provide for
the payment of compensation especially in case of resignation or dismissal without a valid reason or termination of their term
or employment due to a public offer.
The Board of Directors
Kallithea, April 3rd, 2022
The Chairman
The Chief Executive Officer
Theodoros Fessas
Anna Apostolidou
ID No. AΕ106909
ID No. AΜ540378
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
34
[Translation from the original text in Greek]
Independent auditor’s report
To the Shareholders of “BriQ Properties R.E.I.C.”
Report on the audit of the separate and consolidated financial statements
Our opinion
We have audited the accompanying separate and consolidated financial statements of BriQ Properties R.E.I.C. (hereinafter the
“Company and/ or Group”) which comprise the separate and consolidated statement of financial position as of 31 December
2022, the separate and consolidated statements of profit or loss and other comprehensive income, changes in equity and cash
flow statements for the year then ended, and
notes to the
separate and consolidated financial statements, including a
summary of significant accounting policies.
In our opinion, the consolidated financial statements present fairly, in all material respects the separate and consolidated
financial position of the Company and the Group as at 31 December 2022, their separate and consolidated financial
performance and their separate and consolidated cash flows for the year then ended in accordance with International Financial
Reporting Standards, as adopted by the European Union and comply with the statutory requirements of Law 4548/2018
.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs), as they have been transposed into
Greek Law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the separate and consolidated financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
During our audit we remained independent of the Company and the Group in accordance with the International Ethics
Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) that has been transposed into
Greek Law, and the ethical requirements of Law 4449/2017 and of Regulation (EU) No 537/2014, that are relevant to the audit
of the separate and consolidated financial statements in Greece. We have fulfilled our other ethical responsibilities in
accordance with Law 4449/2017, Regulation (EU) No 537/2014 and the requirements of the IESBA Code.
We declare that the non-audit services that we have provided to the Company and its subsidiaries are in accordance with the
aforementioned provisions of the applicable law and regulation and that we have not provided non-audit services that are
prohibited under Article 5(1) of Regulation (EU) No 537/2014.
The non-audit services that we have provided to the Company and its subsidiaries, for the year ended as at 31 December 2022,
are disclosed in note 21 to the separate and consolidated financial statements.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the separate
and consolidated financial statements of the year under audit. These matters were addressed in the context of our audit of
the separate and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
35
Key Audit Matter
Our procedures in relation to the Key Audit Matter
Valuation of Investment Property
(Notes 2.3.3, 4 and 6 in the separate and consolidated
financial statements)
The Company’s and the Group’s investment property
portfolio comprises mainly of offices, storage locations,
hotels and retail facilities. The Company and the Group
measures investment properties at fair value according to
the provisions of International Accounting Standard 40 and
Joint Ministerial Decision 26294/Β.1425/19.07.2000 (Greek
Official Government Gazette issue No. 949/31.07.2000),
using
mainly
the
discounted
cash
flow
method
in
combination with either the comparative or the residual
method.
The value of the Company’s and the Group’s property is a
result of the weighted average of the values resulting from
the aforementioned valuation methods and this accounting
policy has been consistently applied to the prior year
financial statements.
Pursuant to the provisions of Law 2778/1999, management
engages certified valuators to carry out the valuation of the
Company's and the Group’s investment properties at each
reporting date, in order to support the estimates that form
the appropriate basis of these properties’ fair value
determination.
The fair value of the investment property was adopted by
management on 28 February 2023 through the Board of
Directors approval of the Statement of Investments for the
year ended as at 31 December 2022 that was prepared in
accordance with the requirements of article 25 of Law
2778/1999.
As stated in Note 6 of the financial statements, according to
the estimates made by the certified valuators and the
management, the fair value of the Company's and the
Group’s investment property amounted to € 94.0 mil and €
135.0 mil respectively as at 31 December 2022, representing
71.9% and 95.0% of the Company’s and the Group’s total
assets
while
the
revaluation
of
the
aforementioned
investment property for the year 2022 resulted in gain of
amount € 4.5 mil and
€ 7.5 mil for the Company and the
Group respectively, and has been appropriately recorded in
the separate and consolidated Statement of Profit or Loss
and Other Comprehensive Income.
Key assumptions that involve significant judgement, such as
discount
rates
including
capitalization
rates,
capital
expenditure and other ownership expenses form the basis
for the determination of the fair value of the Company’s and
the Group’s investment property. Additionally, factors such
as the location, age and utilities of the property, the market
conditions,
future
rental
revenue
including
related
Our audit procedures relating to the Company’s and the
Group’s investment property portfolio for the year ended 31
December 2022 included the following:
•
We reviewed the procedures applied by the Company
and the Group and the relevant decisions of the Board
of Directors over the acquisition of new investment
property. We confirmed the purchase price of new
investment property with the purchase agreements in
place and we have reviewed the fair value as
determined by the certified valuators at the
acquisition date. We compared the purchase price
with the fair value of the investment property as at 31
December 2022 in order to assess the reasonableness
of the movement.
•
We obtained an understanding of the processes
followed by management for the valuation of
investment properties.
•
We obtained the valuations prepared by
management’s certified valuators as of 31 December
2022.
•
We reconciled the fair value of the investment
property as presented in the valuation reports to the
Company’s and the Group’s accounting records.
•
We received and reviewed the contract between the
certified valuators and the companies of the Group to
assess the scope and terms of their engagement.
•
We evaluated and verified the independence of the
Group’s external certified valuators, their capabilities
and objectivity. We found no evidence to suggest that
the independence of the valuators was compromised.
•
For the investment property, we confirmed that the
valuation methods used were acceptable according to
International Valuation Standards and were
considered appropriate for the determination of the
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
36
adjustments as required, and exit yields at the maturity of
lease agreements have direct impact in the calculation of the
property fair value.
We focused on this matter because of:
•
The significant size of investment property in the
separate and consolidated financial statements
•
The subjective nature and the use of judgement of the
appropriate methods and sources of data used by the
management in making the assumptions and estimates
for the valuation of investment properties carried at
fair value
•
The sensitivity of valuations to changes in the used
assumptions (such as rates concerning less active
markets, discount rates, inflation and yield to maturity)
•
The wider challenges the real estate market currently
facing as a result of macroeconomic uncertainty
following the geopolitical developments in Europe and
the subsequent impact on energy costs, inflationary
trends and interest rate curves.
fair value of the investment property as at 31
December 2022.
•
We examined, on a sample basis, the accuracy and
relevance of the data provided by management to the
certified valuators and used for the determination of
the fair value of the Group’s investment properties as
at 31 December 2022. These data related to
information relevant to the lease rentals of the
investment property as derived from signed rental
contracts as well as other information including
relevant notarial documents.
•
We have used the services of experts in property
valuation, in order to evaluate, on a sample basis, the
appropriateness of the methodology used and the
relevance of the underlying key assumptions adopted
in the valuations, such as capitalisation rates (exit
yields to maturity and discount rates) and the market
rents of the individual lease agreements.
•
We also assessed the reasonableness of the
assumptions adopted (such as discount rates, yields to
maturity and market lease rentals), by comparing
them with market data in order to determine a
reasonable range of variation of the respective values.
•
We met with the Group’s certified valuers to develop
an understanding of their approach and judgments
made in the valuations of investment property.
•
From the audit procedures performed we concluded
that the valuations were based on reasonable
assumptions and appropriate data, taking into account
the current market conditions and trends that have
been shaped in real estate market as a result of the
recent geopolitical developments in Europe.
Furthermore, the rental income from the lease of the
Group’s investment properties was supported by the
agreements in place, while the discount rates, the
market rents and exit yields were in line with our
expectations, based on the current market conditions.
•
Finally, we confirmed that the disclosures included in
Note 6 of the separate and consolidated financial
statements were sufficient and appropriate in line
with the requirements of International Financial
Reporting
Standard
(IFRS)
13
and
International
Accounting Standard (IAS) 40.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
37
Other Information
The members of the Board of Directors are responsible for the Other Information. The Other Information, which is included in
the Annual Report in accordance with Law 3556/2007, is the Statements of Board of Directors members and the Board of
Directors Report (but does not include the financial statements and our auditor’s report thereon), which we obtained prior to
the date of this auditor’s report.
Our opinion on the separate and consolidated financial statements does not cover the Other Information and except to the
extent otherwise explicitly stated in this section of our Report, we do not express an audit opinion or other form of assurance
thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the Other
Information identified above and, in doing so, consider whether the Other Information is materially inconsistent with the
separate and consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
We considered whether the Board of Directors Report includes the disclosures required by Law 4548/2018 and the Corporate
Governance Statement required by article 152 of Law 4548/2018 has been prepared.
Based on the work undertaken in the course of our audit, in our opinion:
−
The information given in the the Board of Directors’ Report for the year ended at 31 December 2022 is consistent with
the separate and consolidated financial statements,
−
The Board of Directors’ Report has been prepared in accordance with the legal requirements of articles 150, 151 and
153 of Law 4548/2018,
−
The Corporate Governance Statement provides the information referred to items c and d of paragraph 1 of article 152
of Law 4548/2018.
In addition, in light of the knowledge and understanding of the Company and the Group and their environment obtained in
the course of the audit, we are required to report if we have identified material misstatements in the Board of Directors’
Report and Other Information that we obtained prior to the date of this auditor’s report. We have nothing to report in this
respect.
Responsibilities of Board of Directors and those charged with governance for the separate and consolidated financial
statements
The Board of Directors is responsible for the preparation and fair presentation of the separate and consolidated financial
statements in accordance with International Financial Reporting Standards, as adopted by the European Union and comply
with the requirements of Law 4548/2018, and for such internal control as the Board of Directors determines is necessary to
enable the preparation of separate and consolidated financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the separate and consolidated financial statements, the Board of Directors is responsible for assessing the
Company’s and Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company and Group or
to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s and Group’s financial reporting process.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
38
Auditor’s responsibilities for the audit of the separate and consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the separate and consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these separate and consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:
−
Identify and assess the risks of material misstatement of the separate and consolidated financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
−
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s and Group’s internal control.
−
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Board of Directors.
−
Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s and Group’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate and
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Company and Group to cease to continue as a going concern.
−
Evaluate the overall presentation, structure and content of the separate and consolidated financial statements,
including the disclosures, and whether the separate and consolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
−
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the Company and Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the separate and consolidated financial statements of the year under audit and are therefore the
key audit matters. We describe these matters in our auditor’s report.
Report on other legal and regulatory requirements
1.
Additional Report to the Audit Committee
Our opinion on the accompanying separate and consolidated financial statements is consistent with our Additional Report
to the Audit Committee of the Company required by Regulation (EU) 537/2014, article 11.
2.
Appointment
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
39
We were first appointed as auditors of the Company under the No 33100-07/10/2016 Notarisation Act approving the Articles
of Incorporation of the Company. Our appointment has been renewed annually by the decision of the annual general meeting
of shareholders for a total uninterrupted period of appointment of seven years.
3.
Operating Regulation
The Company has an Operating Regulation in accordance with the content provided by the provisions of article 14 of Law
4706/2020.
4.
Assurance Report on the European Single Electronic Format
We have examined the digital files of the BriQ Properties R.E.I.C. (hereinafter
the “Company and/ or Group”), which were
compiled in accordance with the European Single Electronic Format (ESEF) defined by the Commission Delegated Regulation
(EU) 2019/815, as amended by Regulation (EU) 2020/1989 (hereinafter “ESEF Regulation”), and which include the separate
and consolidated financial statements of the Company and the Group for the year ended December 31, 2022, in XHTML format
“213800TBZBVWRUAOPV78-2022-12-31-el.xhtml”, as well as the provided XBRL file “213800TBZBVWRUAOPV78-2022-12-31-
el.zip” with the appropriate marking up, on the aforementioned consolidated financial statements, including the other
explanatory information (Notes to the financial statements).
Regulatory framework
The digital files of the European Single Electronic Format are compiled in accordance with ESEF Regulation and 2020 / C 379/01
Interpretative Communication of the European Commission of 10 November 2020, as provided by Law 3556/2007 and the
relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange (hereinafter “ESEF
Regulatory Framework”).
In summary, this Framework includes the following requirements:
• All annual financial reports should be prepared in XHTML format.
•
For consolidated financial statements in accordance with International Financial Reporting Standards, the financial
information stated in the Statement of profit or loss and other comprehensive income, the Statement of Financial Position,
the Statement of Changes in Equity and the Statement of Cash Flows, as well as the financial information included in the
other explanatory information, should be marked-up with XBRL 'tags' and ‘block tag’, according to the ESEF Taxonomy, as
in force. The technical specifications for ESEF, including the relevant classification, are set out in the ESEF Regulatory
Technical Standards.
The requirements set out in the current ESEF Regulatory Framework are suitable criteria for formulating a reasonable
assurance conclusion.
Responsibilities of the management and those charged with governance
The management is responsible for the preparation and submission of the separate and consolidated financial statements of
the Company and the Group, for the year ended December 31, 2022, in accordance with the requirements set by the ESEF
Regulatory Framework, as well as for those internal controls that management determines as necessary, to enable the
compilation of digital files free of material error due to either fraud or error.
Auditor’s responsibilities
Our responsibility is to plan and carry out this assurance work, in accordance with no. 214/4 / 11.02.2022 Decision of the Board
of Directors of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and the "Guidelines in relation to
the work and the assurance report of the Certified Public Accountants on the European Single Electronic Format (ESEF) of
issuers with securities listed on a regulated market in Greece" as issued by the Board of Certified Auditors on 14/02/2022
(hereinafter "ESEF Guidelines"), providing reasonable assurance that the separate and consolidated
financial statements of
the Company and the Group prepared by the management in accordance with ESEF comply in all material respects with the
current ESEF Regulatory Framework.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
40
Our work was carried out in accordance with the Code of Ethics for Professional Accountants of the International Ethics
Standard Board for Accountants (IESBA Code), which has been transposed into Greek Law and in addition we have fulfilled the
ethical responsibilities of independence, according to Law 4449/2017 and the Regulation (EU) 537/2014.
The assurance work we conducted is limited to the procedures provided by the ESEF Guidelines and was carried out in
accordance with International Standard on Assurance Engagements 3000, “Assurance Engagements other than Audits or
Reviews of Historical Financial Information''.
Reasonable assurance is a high level of assurance, but it is not a guarantee that
this work will always detect a material misstatement regarding non-compliance with the requirements of the ESEF Regulation.
Conclusion
Based on the procedures performed and the evidence obtained, we conclude that the separate and consolidated financial
statements of the Company and the Group for the year ended December 31, 2022, in XHTML file format
“213800TBZBVWRUAOPV78-2022-12-31-el.xhtml”, as well as the provided XBRL file “213800TBZBVWRUAOPV78-2022-12-31-
el.zip” with the appropriate marking up, on the aforementioned consolidated financial statements, including the other
explanatory information, have been prepared, in all material respects, in accordance with the requirements of the ESEF
Regulatory Framework.
Athens, 4 April 2023
The Certified Auditor
PricewaterhouseCoopers S.A.
Certified Auditors
260 Kifissias Avenue
152 32 Halandri
Evangelos Venizelos
SOEL reg. no 113
SOEL Reg No 39891
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
41
BriQ Properties R.E.I.C.
Separate and Consolidated Annual Financial Statements
for the financial year from January 1st, 2021 to December 31st, 2022
in accordance with International Financial Reporting Standards
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
42
Group and Company Statement of financial position
Note
Group
Company
31.12.2022
31.12.2021
31.12.2022
31.12.2021
ASSETS
Non-current assets
Investment Property
6
94.029
86.080
Investment in subsidiaries
7
32.391
31.890
Property Plant and equipment
8
1.388
1.201
Right of Use Assets
9
30
22
Intangible assets
-
-
Trade and other receivables
10
715
299
128.553
119.492
Current assets
Trade and other receivables
10
962
949
Cash and cash equivalents
11
1.253
2.483
2.215
3.432
Total assets
130.768
122.924
SHAREHOLDERS’ EQUITY AND LIABILITIES
Shareholders’ equity
Share capital
12
75.106
75.106
Treasury shares
12
(701 )
(598 )
(701)
(598)
Reserves
13
2.203
1.453
Retained earnings
17.283
11.708
Total equity attributable to the shareholders
of the Parent company
93.891
87.669
Non-controlling interests
-
-
Total Equity
93.891
87.669
LIABILITIES
Non-current liabilities
Borrowings
15
32.166
28.508
Retirement benefit obligations
14
10
10
Government grants
-
-
Lease liability
18
16
Trade and other payables
16
904
434
33.098
28.968
Current liabilities
Trade and other payables
16
1.262
5.144
Current tax liabilities
94
45
Lease liabilities
13
6
Borrowings
15
2.410
1.092
3.779
6.287
Total liabilities
36.877
35.255
Total shareholders’ equity and liabilities
130.768
122.924
The notes to the financial statements on pages 48 to 85 are an integral part of this Separate and Consolidated Financial
Information.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
43
Group and Company Statement of profit or loss and other comprehensive income
Note
Group
Company
01.01.2022
to
01.01.2021
to
01.01.2022
to
01.01.2021
to
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Rental Income
17
5.460
3.690
5.460
3.690
Net gain/(loss) on fair value adjustments of
investment property
6
4.487
4.327
Net gain/(loss) on disposals of investment
property
6
149
75
Direct property related expenses
18
(286 )
(260 )
(219)
(217)
Property Tax expense
19
(703 )
(643 )
(473)
(372)
Employee benefit expenses
20
(655 )
(572 )
(655)
(572)
Other operating expenses
21
(640 )
(374 )
(606)
(327)
Net impairment loss of property, plant and
equipment
8
(59 )
(59)
-
Depreciation and amortization
8,9
(57 )
(29 )
(45)
(16)
Other profit / (loss) net
24
(6 )
1.492
880
Operating profit
9.531
7.468
Finance income
22
-
214
Finance expenses
22
(967 )
(476 )
(961)
(465)
Financial income - net
(967 )
(262 )
(961)
(251)
Profit/ (Loss) before tax
8.570
7.217
Corporate tax
23
(203 )
(128 )
(141)
(84)
Profit/ (Loss) for the year
8.429
7.133
Attributable to the:
Shareholders of the Company
8.429
7.133
Shareholders of non-controlling interests
-
-
8.429
7.133
Other Comprehensive Income:
Items that may be reclassified to profit /
loss
Actuarial gains (losses)
14
(1 )
2
(1)
Other comprehensive income
(1 )
2
(1)
Total comprehensive income:
8.431
7.132
Attributable to the:
Shareholders of the Company
8.431
7.132
Shareholders of non-controlling interests
-
-
8.431
7.132
Gains / (losses) per share attributable to
shareholders (expressed in € per share)
Basic and diluted earnings (loss) per share
25
0,238
0,201
The notes to the financial statements on pages 48 to 85 are an integral part of this Separate and Consolidated Financial
Information.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
44
Group Statement of changes in Equity
Group
Note
Share
Capital
Treasury
shares
Reserves
Retained
Earnings
Non
Controlling
interest
Total
Equity
Balance January 1st, 2021
(455 )
Profit/(Losses) for the year
Other comprehensive income for the year
(1 )
(1 )
Total comprehensive income for the year
Purchase of treasury shares
12
(143 )
(143 )
Dividend relating to 2020 approved by the
shareholders
24
(2.124 )
(2.124 )
Transfers
(1.583 )
Interim dividend for the year 2021 from a
subsidiary company of the Group
(221 )
(221 )
Capital raising expenses
(25 )
(25 )
Acquisition of subsidiary
(265 )
(265 )
Legal reserve
(232 )
Aggregate transactions with usufructuary
shareholders
(143 )
(2.646 )
(221 )
(2.778 )
Balance December 31st, 2021
(598 )
Balance January 1st, 2022
(598 )
Profit/(Losses) for the year
Other comprehensive income for the year
Total comprehensive income for the year
Purchase of treasury shares
12
(103 )
(103 )
Dividend relating to 2021 approved by the
shareholders
24
(2.657 )
(2.657 )
Temporary dividend for the year 2022 by a
subsidiary of the Group
(273 )
(273 )
Dividend for the year 2021 from a subsidiary
company of the Group
(106 )
(106 )
Share capital increase expenses
13
(25 )
(576 )
Legal reserve
(297 )
Aggregate transactions with usufructuary
shareholders
(103 )
(2.929 )
(379 )
(2.563 )
Balance December 31st, 2022
(701 )
The notes to the financial statements on pages 48 to 85 are an integral part of this Separate and Consolidated Financial
Information.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
45
Company Statement of changes in Equity
Company
Note
Share
Capital
Treasury
shares
Reserves
Retained
Earnings
Total Equity
Balance January 1st, 2021
75.106
(455)
1.307
6.846
82.804
Profit/(Losses) for the year
-
-
-
7.133
7.133
Other comprehensive income for the year
-
-
-
(1)
(1)
Total comprehensive income for the year
-
-
-
7.132
7.132
Purchase of treasury shares
12
-
(143)
-
-
(143)
Dividend relating to 2020 approved by the
shareholders
24
-
-
-
(2.124)
(2.124)
Legal reserve
-
-
146
(146)
-
Aggregate transactions with usufructuary
shareholders
-
(143)
146
(2.270)
(2.267)
Balance December 31st, 2021
75.106
(598)
1.453
11.708
87.669
Balance January 1st, 2022
75.106
(598)
1.453
11.708
87.669
Profit/(Losses) for the year
-
-
-
8.429
8.429
Other comprehensive income for the year
-
-
-
2
2
Total comprehensive income for the year
-
-
-
8.431
8.431
Purchase of treasury shares
12
-
(103)
-
-
(103)
Dividend relating to 2021 approved by the
shareholders
24
-
-
-
(2.657)
(2.657)
Share capital increase expenses
13
-
-
551
-
551
Legal reserve
-
-
197
(197)
-
Aggregate transactions with usufructuary
shareholders
-
(103)
748
(2.854)
(2.209)
Balance December 31st, 2022
75.106
(701)
2.201
17.285
93.891
The notes to the financial statements on pages 48 to 85 are an integral part of this Separate and Consolidated Financial
Information.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
46
Group Cash Flow Statement
Group
Note
01.01.2022
to
01.01.2021
to
Cash flows from operating activities
31.12.2022
31.12.2021
Profit / (loss) before tax
Adjustments for:
Depreciation
Provision
(Increase)/ Decrease of fair value of investment properties
6
(7.465 )
(4.431 )
(Profits) / losses from the sale of investment properties
(149 )
(75 )
Gains on disposal on investment property
8
Provisions for retirement benefits obligations
(8 )
Finance (income) / exprense
Other
(73 )
Changes in working capital
(Increase) / Decrease in receivables
Increase / (Decrease) in payables
(511 )
Interest paid
(877 )
(549 )
Tax paid
(194 )
(201 )
Net cash flows from operating activities
Cash flows from investing activities
Purchases of Property Plant and equipment
(431 )
(4 )
Purchases of investment property
6
(1.371 )
(4.509 )
Subsequent capital expenditure on investment properties
6
(3.642 )
(1.505 )
Advances and charges related to real estate under construction
6
(2.815 )
(6.314 )
Proceeds from sales of fixed assets
Proceeds from sale of investment properties
Acquisition of a subsidiary (excluding cash and cash equivalents
acquired)
(265 )
Net cash used in investing activities
(6.902 )
(11.574 )
Cash flows from financing activities
Purchase of treasury shares
12
(103 )
(143 )
Share issue related cost
(25 )
Return of expenses from previous share capital increases
Repayments of borrowings
15
(5.826 )
(22.292 )
Proceeds short term borrowings
Proceeds from bond issue
Proceeds from government loan - grant
Lease payments - capital
(13 )
(13 )
Dividends paid and distributed to shareholders of the Company
(2.657 )
(2.123 )
Dividends paid and distributed by the Group's subsidiaries to minority
shareholders
(379 )
(221 )
Net cash from financing activities
Net increase / (decrease) in cash and cash equivalents
(953 )
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
11
The notes to the financial statements on pages 48 to 85 are an integral part of this Separate and Consolidated Financial
Information.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
47
Company Cash Flow Statement
Company
Note
01.01.2022 to
01.01.2021 to
Cash flows from operating activities
31.12.2022
31.12.2021
Profit / (loss) before tax
8.570
7.217
Adjustments for:
Depreciation
45
16
Provision
216
160
(Increase)/ Decrease of fair value of investment properties
6
(4.487)
(4.327)
Gains on disposal on investment property
(149)
(75)
Net impairment loss of property, plant and equipment
7
59
-
Dividends Received
(1.516)
(888)
Provision for staff compensation - exit / (income) year
3
(8)
Finance (income) / exprense
961
251
Other
-
(73)
Changes in working capital
(Increase) / Decrease in receivables
73
466
Increase / (Decrease) in payables
(37)
(57)
Interest paid
(871)
(546)
Tax paid
(92)
(78)
Net cash flows from operating activities
2.775
2.058
Cash flows from investing activities
Participation in subsidiaries’ capital increase
(4.071)
(630)
Purchases of Property Plant and equipment
7,8
(423)
(4)
Purchases of investment property
6
(1.371)
(4.509)
Acquisition of a subsidiary (excluding cash and cash equivalents
acquired)
-
(265)
Advances and charges related to real estate under construction
6
(2.815)
(6.314)
7
-
Proceeds from sale of investment properties
1.350
1.023
Dividends received
1.516
888
Subsequent capital expenditure on investment properties
(339)
(62)
Net cash used in investing activities
(6.146)
(9.873)
Cash flows from financing activities
Purchase of treasury shares
(103)
(143)
Repayments of borrowings
15
(4.885)
(22.307)
Return of expenses from previous share capital increases
50
-
Proceeds short term borrowings
15
4.450
11.350
Proceeds from bond issue
15
5.300
22.628
Lease payments - capital
(13)
(6)
Dividends paid
24
(2.657)
(2.123)
Net cash from financing activities
2.142
9.399
Net increase / (decrease) in cash and cash equivalents
(1.230)
1.584
Cash and cash equivalents at the beginning of the year
2.483
899
Cash and cash equivalents at the end of the year
11
1.253
2.483
The notes to the financial statements on pages 48 to 85 are an integral part of this Separate and Consolidated Financial
Information.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
48
Notes to the Financial Statements
1.
General Information
The Separate and Consolidated Financial Statements for the year from 01 January 2021 to 31 December 2022 include the
separate financial statements of "BriQ Properties Real Estate Investment Company
financial statements of the Company and its subsidiaries "Plaza Hotel Skiathos M.S.A." and "Sarmed Warehouses S.A.",
(together "the Group").
"BriQ Properties R.E.I.C." (the "Company") was established on 21 October 2016 under the name "BriQ Properties Real Estate
Investment Company" and the distinctive title "BriQ Properties R.E.I.C." has been registered in the General Commercial
Registry (G.E.MI). with the Number 140330201000 and Tax Registration Number 997521479 in accordance with law
4548/2018, law 2778 / 1999 and law 4209 / 2013 as amended and in force.
The Company is a Real Estate Investment Company (R.E.I.C.), licensed by the Hellenic Capital Market Commission under
number 757 / 31.05.2016. Its operation is in accordance with Law 2778/1993, Law 4209/2013 and Law 4548/2018, as well as
by regulatory decisions and circulars of the Hellenic Capital Market Commission and the Ministries of Economy and Finance.
The purpose of the Company is the acquisition and management of real estate, the carrying out of investments in accordance
with the provisions of article 22 of Law 2778/1999 on Real Estate Investment Companies as well as the management of its
operation as an Alternative Investment Organization and internal management in accordance with provisions of Law
4209/2013 on Managers of Alternative Investment Organizations, as applicable from time to time, exclusively in Greece
Also, since its establishment, the Company has been supervised and controlled by the Capital Market Commission regarding
its obligations as an A.E.A.P., as well as regarding compliance with Capital Market legislation and corporate governance rules
and, further , is supervised by the competent Region of Attica as an anonymous company and by the Athens Stock Exchange
as a listed company.
From 31.07.2017 the shares of the Company are traded on the Main Market of the Athens Stock Exchange.
On April 19, 2022, the Company's Board of Directors was reconstituted in accordance with the decision of the Ordinary General
Meeting of Shareholders of April 19, 2022 with the resignation of the Non-executive Member Mr. Bitsakos and the addition of
the Independent Non-Executive Member Mr. Lasanianos. The seven-member Board of Directors elected by the Ordinary
General Meeting of Shareholders on April 19, 2022, which also appointed its independent non-executive members in
accordance with article 87 par. 5 of Law 4548/2018 and article 3 of Law 3016 /2002, constituted on the same day as a body,
has a four-year term, i.e. until April 19, 2026, and his term will be automatically extended until the first Ordinary General
Meeting of the Company's shareholders after its expiration.
As of December 31, 2022, the composition of the Board of Directors is as follows:
1. Theodoros, Dimitriou, Fessas, Chairman of the Board, Non-Executive Member
2. Efstratios, Dimitriou, Papaefstratiou, Independent Non-Executive Member
3. Anna, Georgiou, Apostolidou, CEO, Executive Member
4. Apostolos, Miltiadi, Georgantzis, Executive Member
5. Eftychia, Sophocles, Koutsoureli,, Non-Executive Member
6. Eleni, Dimitriou, Linardou, Independent Non-Executive Member
7. Marios, Konstantinou, Lasanianos, Independent Non-Executive Member
The headquarters of Company are on 25th Alexandrou Pantou Street, 176 71 Kallithea, Attica. The Company's website is:
. On 13.12.2021 the Company started a branch in the Municipality of Athens in the prefecture of Attica
on Mitropoleos Street no. 3 Postal Code. 10557, in privately owned horizontal property.
Τhe total number of employees of the Company as at December 31, 2022 was 9 (31.12.2020: 8).
The Separate and Consolidated Financial Statements for the year ended 31 December 2021 were prepared in accordance with
International Financial Reporting Standards ("IFRS") as adopted by the European Union, approved by the Board of Directors
on 03.04.2022 and will be submitted for approval at the General Meeting of the Shareholders of the Company.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
49
2.
Principles for the preparation of the Financial Statements
2.1
Framework for the preparation of the Financial Statements
The Separate and Consolidated financial statements include the financial data of the Company and its subsidiaries "Plaza Hotel
Skiathos M.S.A." and "Sarmed Warehouses SA.", ("Subsidiaries" together with the Company referred to as "Group").
The Separate and Consolidated Financial Statements have been prepared in accordance with International Financial Reporting
Standards (IFRS) and IFRS Interpretations, as adopted by the European Union.
The basic accounting policies applied for the preparation of these financial statements are presented below.
The financial statements have been prepared on a going concern basis, applying the principle of historical cost, as amended
to include the valuation of real estate investments at fair value.
The Company and the Group are aware of the assessment required and the disclosures they must include to understand
sustainability issues due to climate change, manage climate-related risks and opportunities.
The Group recognizes both its obligations towards the environment in accordance with the applicable environmental
legislation and the need for a balanced economic development in harmony with it.
The Group, within the framework of its operation, has set the following goals:
•
Monitoring the physical locations and environmental performance of the investment properties and continuously
upgrading their energy efficiency, in relation to the relevant standards, where possible.
•
Selection of partners and suppliers who respect the environment and aim to reduce their environmental footprint.
•
Informing its employees about environmental issues and cultivating environmental awareness.
The Company, due to the nature of its activities, does not generate much waste and therefore does not significantly burden
the environment. Its environmental footprint is mainly related to energy consumption and the consumables it uses, where
through the practices it has adopted it takes care of minimizing their impact on the environment.
The actions for the implementation of the above concern the measurement of the consumed electricity and the improvement
of the infrastructure and the use of technologies to reduce consumption as well as the collection for recycling of consumables
and electrical devices, also encouraging its staff for active participation.
The preparation of financial statements in accordance with IFRS requires the use of certain significant accounting estimates
and the exercise of judgment by Management in the process of applying the accounting principles. Areas involving complex
transactions involving a high degree of subjectivity or assumptions and estimates that are significant to the financial
statements are referred to in Note 4.
Going concern
The financial statements have been prepared based on the going concern principle, which was deemed appropriate by the
Board of Directors, evaluating the following.
The war in Ukraine since the first months of 2022 continues to negatively affect the global and European economy, placing it
in a new, volatile environment in which geopolitical risks, energy supply concerns and inflationary pressures have increased.
In this environment of intense challenges, the economic activity in Greece maintained its upward momentum throughout
2022, demonstrating resilience to the growing challenges and registering a growth rate of 5,5% according to the data of the
European Commission.
Labor market conditions remained highly favorable, offsetting some of the negative impact of inflation on disposable income.
The de-escalation of the COVID 19 pandemic combined with the impressive recovery of tourism has contributed significantly
to economic growth with tourism receipts around the same as in 2019, while recent trends point to a new record high.
However, inflationary pressures remain strong and appear to be prolonged internationally, leading to continued interest rate
hikes and monetary policy tightening, with markets expecting further rate hikes by mid-2023. This tightening combined with
the onset of the above risks, including those related to rising energy prices, inflation and uncertainties in the global economy,
could have negative consequences for fiscal planning, affect macroeconomic and financial conditions during 2023 and slow
down the expected rate of economic growth, which in turn may indirectly affect the financial figures of the Company and the
Group by reducing the net returns on investments and compressing the margin of capital gains for investors and shareholders.
The Company responsibly monitors the increased geopolitical uncertainty, inflationary pressures in the economy and the
tightening of monetary policy and constantly reassesses the situation and its possible effects, and, to the extent possible,
ensures that all necessary and possible measures to minimize any impact on the Group's activities.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
50
In this context, (a) the Group has no exposure to Russian or Ukrainian assets and constantly monitors the developments in the
macroeconomic and geopolitical field as well as the course of the main indicators for assessing the quality of real estate
investments, (b) The report of The Group's exposure to inflationary pressures is relatively limited as rents on all leases are
adjusted based on inflation, (c) The Group has low borrowing (Net Loan to Value 2022: 23,2%) and therefore the increase in
interest rates is not expected to affect largely finance costs as well as the Company's taxation from the rise in the reference
rate (see notes 3 and 23), (d) In relation to the increases in raw materials, the Company has contracted out a large part of the
construction costs for the properties which are under construction/development without being significantly affected by their
future increases, while the energy costs are borne by the tenants of the properties and not the owner, and (e) The property
market has continued to demonstrate resilience with a positive rate of change in property values , intense investment mobility
and strengthening of construction activity that may act as an inhibitory and limiting factor of the economic slowdown for 2023.
Taking into account the above factors, the results of the Group, the long-term lease contracts that the Company has concluded,
the dispersion and solvency of its tenants, the quality of the Group's real estate portfolio (based on the values of real estate
in warehouses - logistics (49,2%), offices (26,8%), hotels (20,1%), special-use properties (1,0%), stores (2,4%) and plots of land
(0,6%) and sufficient liquidity at its disposal, a reasonable expectation is created that the Company has sufficient resources to
continue its business activity uninterruptedly in the near future.
Therefore, the Group continues to apply the "going concern basis" in the preparation of the financial statements for the year
ended December 31, 2022.
2.2
New standards, amendments to standards and interpretations
New standards, amendments to standards and interpretations:
Certain new standards, amendments to standards and
interpretations have been issued that are mandatory for periods beginning on or after 1 January 2022. The Group’s evaluation
of the effect of these new standards, amendments to standards and interpretations is as follows:
Standards and Interpretations effective for the current financial year
IFRS 16
(Amendment) ‘Covid-19-Related Rent Concessions’
The amendment extends the application period of the practical expedient in relation to rent concessions by one year to cover
rental concessions that reduce leases due only on or before 30 June 2022. The amendment does not apply to the Company
and the Group.
IAS 16
(Amendment) ‘Property, Plant and Equipment – Proceeds before Intended Use
The amendment prohibits an entity from deducting from the cost of an item of PP&E any proceeds received from selling items
produced while the entity is preparing the asset for its intended use. It also requires entities to separately disclose the amounts
of proceeds and costs relating to such items produced that are not an output of the entity’s ordinary activities. The amendment
does not apply to the Company and the Group.
IAS 37 (Amendment) ‘Onerous Contracts – Cost of Fulfilling a Contract’
The amendment clarifies that ‘costs to fulfil a contract’ comprise the incremental costs of fulfilling that contract and an
allocation of other costs that relate directly to fulfilling contracts. The amendment also clarifies that, before a separate
provision for an onerous contract is established, an entity recognises any impairment loss that has occurred on assets used in
fulfilling the contract, rather than on assets dedicated to that contract. The amendment does not apply to the Company and
the Group.
IFRS 3
(Amendment) ‘Reference to the Conceptual Framework’
The amendment updated the standard to refer to the 2018 Conceptual Framework for Financial Reporting, in order to
determine what constitutes an asset or a liability in a business combination. In addition, an exception was added for some
types of liabilities and contingent liabilities acquired in a business combination. Finally, it is clarified that the acquirer should
not recognise contingent assets, as defined in IAS 37, at the acquisition date. The amendment does not apply to the Company
and the Group.
Annual Improvements to IFRS Standards 2018–2020
IFRS 9 ‘Financial instruments’
The amendment addresses which fees should be included in the 10% test for derecognition of financial liabilities. Costs or fees
could be paid to either third parties or the lender. Under the amendment, costs or fees paid to third parties will not be included
in the 10% test. The amendment does not apply to the Company and the Group.
IFRS 16 ‘Leases
’
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
51
The amendment removed the illustration of payments from the lessor relating to leasehold improvements in Illustrative
Example 13 of the standard in order to remove any potential confusion about the treatment of lease incentives. The
amendment does not apply to the Company and the Group.
Standards and Interpretations effective for subsequent periods
IAS 1 (Amendments) ‘Presentation of Financial Statements’ and IFRS Practice Statement 2 ‘Disclosure of Accounting policies’
(effective for annual periods beginning on or after 1 January 2023)
The amendments require companies to disclose their material accounting policy information and provide guidance on how to
apply the concept of materiality to accounting policy disclosures.
IAS 8 (Amendments) ‘Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates’
(effective for annual periods beginning on or after 1 January 2023)
The amendments clarify how companies should distinguish changes in accounting policies from changes in accounting
estimates.
IAS 1 ‘Presentation of Financial Statements’
(Amendments)
(effective for annual periods beginning on or after 1 January
2024)
●
2020 Amendment
‘Classification of liabilities as current or non-current’
The amendment clarifies that liabilities are classified as either current or non-current depending on the rights that exist at the
end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date.
The amendment also clarifies what IAS 1 means when it refers to the ‘settlement’ of a liability. The amendment has not yet
been endorsed by the EU.
●
2022 Amendments ‘Non-current liabilities with covenants’
The new amendments clarify that if the right to defer settlement is subject to the entity complying with specified conditions
(covenants), this amendment will only apply to conditions that exist when compliance is measured on or before the reporting
date. Additionally, the amendments aim to improve the information an entity provides when its right to defer settlement of a
liability is subject to compliance with covenants within twelve months after the reporting period.
The 2022 amendments changed the effective date of the 2020 amendments. As a result, the 2020 and 2022 amendments are
effective for annual reporting periods beginning on or after 1 January 2024 and should be applied retrospectively in accordance
with IAS 8. As a result of aligning the effective dates, the 2022 amendments override the 2020 amendments when they both
become effective in 2024. The amendments have not yet been endorsed by the EU.
IFRS 16 (Amendment) ‘Lease Liability in a Sale and Leaseback’
(effective for annual periods beginning on or after 1 January
2024)
The amendment clarifies how an entity accounts for a sale and leaseback after the date of the transaction. Sale and leaseback
transactions where some or all the lease payments are variable lease payments that do not depend on an index or rate are
most likely to be impacted. An entity applies the requirements retrospectively back to sale and leaseback transactions that
were entered into after the date when the entity initially applied IFRS 16. The amendment has not yet been endorsed by the
EU.
2.3
Accounting Policies
2.3.1
Segment Reporting
Operating segments are presented in accordance with the internal reporting provided to the chief operating decision-maker.
The Management, as the decision maker of the Company is responsible for the decision making, allocating resources and
evaluating the efficiency of the segments and taking the strategic decisions of the Company.
2.3.2
Foreign currency translation
(a) Functional and presentational currency
Items included in the financial statements are measured using the currency of the primary economic environment in which
each entity operates (the ‘functional currency’). The consolidated financial statements are presented in Euro, which is the
Company’s functional and presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency at the exchange rates prevailing at the dates of each
transaction or valuation when the items are revalued. Foreign exchange gains and losses arising from the settlement of such
transactions and from the conversion of monetary assets and liabilities denominated in foreign currencies at the exchange
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
52
rates prevailing at the reporting date are recognized in the Income Statement, unless otherwise stated to other comprehensive
income once defined as a means of hedging cash flows and offsetting net investment. Gains or losses on foreign exchange
related to cash or cash equivalents are presented in the income statement, in "Financial income / (expenses) - net". All other
gains or losses from exchange differences are presented in the income statement, in "Other gains / (losses) - net".
Changes in the fair value of monetary items denominated in foreign currencies classified as available-for-sale are analyzed
between exchange differences arising on changes in amortized cost and other changes in carrying amount. Foreign exchange
differences from changes in amortized cost are recognized in profit or loss, while other changes in carrying amount are
recognized in other comprehensive income.
Foreign exchange differences on non-monetary financial assets and liabilities, such as shares that are measured at fair value
through profit or loss, are recognized in profit or loss as part of fair value gains / losses. Foreign exchange differences on non-
monetary assets, such as shares classified as available-for-sale, are recognized in other comprehensive income.
2.3.3
Investment Properties
Properties that are held for long-term rental returns or for capital revaluation or both, and are not used by the Company, are
categorized as real estate investments. Real estate investments mainly include offices, warehouses, hotels and special purpose
properties.
Investment property is initially recognized at cost, including related direct acquisition costs and borrowing costs. Investment
property is then recognized at fair value. Fair value is based on prices that are valid in an active market, adjusted where
necessary, due to differences in the nature, location or condition of the asset. If this information is not available, then the
Company applies alternative valuation methods, such as recent prices in less active markets or cash flow discounting. These
assessments are reviewed on June 30 and on December 31 of each year by independent professional appraisers, with
knowledge of the real estate market, proven professional experience and registered in the relevant register of Real Estate
Appraisers of Ministry of Finance, according to the instructions issued by the International Standards Committee.
Investment properties that are used for a permanent use as investments in real estate or for which the market has become in
less active, continue to be categorized as investment property and are valued at fair value. The fair value of real estate
investments reflects, among other things, rental income from existing leases and assumptions about rental income from future
leases, in the light of current market conditions. The fair value also reflects, on a similar basis, any cash outflows (including
rent payments and other outflows) that would be expected for each property. Some of these outflows are recognized as a
liability, while other outflows, including contingent rent payments, are not recognized in the financial statements.
Subsequent expenses are added to the carrying amount of the asset only when it is probable that future economic benefits
associated with the asset will flow to the Company and that the relevant costs can be measured reliably. Repairs and
maintenance costs expenses in the financial period in which they have incurred.
Changes in fair values are recorded in profit or loss. Investment property is derecognized when sold or when the use of
investment property is ended, and no economic benefit is expected from its sale.
If an investment property becomes owner-occupied, it is reclassified as Property Plant and equipment and its fair value at the
date of reclassification becomes its cost for accounting purposes.
If a fixed asset is reclassified from property, plant and equipment to investment property, due to a change in its use, any
discrepancy between the carrying amount and the "fair value" at the date of its transfer is recognized in other comprehensive
income and is recognized in equity as a revaluation of Property Plant and equipment under IAS 16. However, if a fair value gain
reverses a previous impairment loss, the gain is recognized in the income statement to the extent that this gain reverses a
previous impairment loss. Any remaining profit is recognized in OCI by increasing the asset revaluation reserve in equity.
Investment properties held for sale without reutilization are classified under non-current assets as available for sale, in
accordance with IFRS 5. The cost of the property for subsequent accounting treatment is its fair value at the date of transfer.
Sales of investment properties are recognized upon completion of the transaction. The resulting gains and losses are
recognized in the results of the year and are determined as the difference between the net sales revenue and the book value
of the asset at the last fair value measurement plus the capital expenditures of that period.
2.3.4
Property, Plant and Equipment
Property, Plant and equipment are stated at cost less accumulated depreciation and any impairment losses. The acquisition
cost also includes the costs directly related to the acquisition of the fixed assets.
Subsequent expenses are either included in the carrying amount of property, plant and equipment or when deemed more
appropriate are recognized as a separate asset only when it is probable that future economic benefits will flow to the Company
that are greater than initially expected according to the original performance of the asset and under the assumption that their
cost can be measured reliably. The carrying amount of the replaced asset is written off.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
53
Land-plots are not depreciated. Depreciation of other items of property, plant and equipment is calculated using the straight-
line method with equal annual charges over the expected useful life of the item, so that the cost is written off at residual value.
The estimated useful life of the fixed assets, from the year of construction for the buildings and the year of acquisition for the
furniture and equipment, is as follows:
Buildings
50
Years
Furniture and other equipment
4-7
Years
The photovoltaic park of the subsidiary "Sarmed Warehouses S.A." has a guaranteed 20-year contract with HTSO, starting from
the date of issuance of the manufacturer's operating license and can be extended in accordance with the terms of the relevant
production license.
The residual values and useful lives of property, plant and equipment are reviewed and adjusted accordingly, at least at the
end of each financial year. The carrying amount of a tangible fixed asset is reduced to its recoverable amount when its carrying
amount exceeds its estimated recoverable amount.
Profit or losses on sale arise from the difference between sales revenue and carrying amount and are recognized in profit or
loss in the item «Other profit / (loss) net».
2.3.5
Intangible assets
Amortized intangible and fixed assets are tested for impairment when events or changes in circumstances indicate that the
carrying amount may not be recoverable. When the book value of an asset exceeds its recoverable amount, the corresponding
impairment loss is recorded in the results. The recoverable amount is determined as the higher of the fair value less costs to
sell and the value in use. For the purposes of determining impairment, assets are grouped at the lowest level for which cash
flows can be determined separately (cash-generating units). Impairments recognized in prior periods on non-financial assets
(other than goodwill) are reviewed at each reporting date for any reversal.
2.3.6
Impairment of Non-Financial Assets
The Group classifies financial assets in the following categories for measurement purposes:
•
financial assets that are subsequently measured at fair value (either through other comprehensive income or
through profit or loss), and
•
financial assets at amortized cost.
The classification depends on the business model applied by the Group to manage its financial assets and the characteristics
of the contractual cash flows of the financial asset.
During the year ended, the Group does not hold equity or debt securities at fair value, while the only financial assets held are:
•
Cash and cash equivalents (note 2.3.10)
•
Customers and other receivables (note 2.3.8)
2.3.7
Financial Assets
Accounts receivable are amounts required to provide services in the normal course of business. They are initially recognized
at the amount of the consideration that is not subject to conditions, unless they contain a significant financing component in
which case they are recognized at fair value. The Group maintains receivables from customers with the objective of collecting
the contractual cash flows, therefore, it subsequently recognizes them at amortized cost using the effective interest method,
less any impairment losses.
The Group applies the simplified approach of IFRS 9 for the calculation of expected credit losses. The loss allowance is always
measured at an amount equal to the expected credit losses throughout the lifetime of the claim. To determine expected credit
losses in relation to commercial and other receivables, the Group uses a credit loss forecast table based on the maturity of the
remaining receivables. Credit loss forecasts are based on historical data taking into account future factors in relation to
borrowers and the economic environment.
2.3.8 Impairment
In the cash flow statement, cash and cash equivalents include cash, demand deposits, short-term up to 3 months highly liquid
and low-risk investments. In the statement of financial position, bank overdrafts appear under borrowings under current
liabilities.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
54
2.3.9 Trade and other receivables
The Company's share capital consists of common registered shares.
Direct expenses for the issue of shares appear as a reduction of the proceeds of the issue.
The cost of acquiring own shares is shown as a deduction from the Company's equity, until the own shares are sold, canceled
or reissued. Any profit or loss from the sale of own shares, net of other costs and taxes directly related to the transaction,
appears as a reserve in equity.
2.3.10 Other Financial Assets measured at amortized cost
Trade payables include payment obligations for products and services acquired in the ordinary course of the Company's
business from suppliers. Trade payables are recorded as current liabilities when their payment must be made within the next
year. If their payment can be made beyond the year, then they are registered in long-term liabilities.
Trade payables are initially recognized at fair value and subsequently measured according to the amortized cost method using
the effective interest rate.
2.3.11 Cash and cash equivalents
The Company receives advance payments from the tenants as a guarantee in the context of operating leases. The specific
guarantees are financial liabilities based on IFRS 9 and are initially recognized at fair value. Guarantees are recorded in current
liabilities unless the Company has the right to defer settlement of the liability for 12 months after the Balance Sheet date, in
which case they are recorded in long-term liabilities.
2.3.12 Current tax obligations
Pursuant to article 31 of Law 2778/1999, real estate investment companies are required to pay a tax whose rate is set at ten
percent (10%) on the applicable interest rate of the European Central Bank (Reference Rate) added by one (1) percentage
point. This tax is calculated on the average of investments, plus reserves, at current prices, as shown in the six-monthly
investment statement, provided for by paragraph 1 of article 25 of Law 2778/1999. In the event of a change in the Reference
Interest Rate, the resulting new basis for calculating the tax is valid from the first day of the month following the change. The
tax is paid to the competent tax authority within the first fortnight of the month following the period covered by the six-
monthly investment tables. In case of withholding tax on acquired dividends, this tax is offset against the tax resulting from
the declaration submitted by the real estate investment company within the month of July. Any credit balance is carried over
to set off against subsequent statements. By paying this tax, the tax liability of the company and its shareholders is exhausted.
When calculating the above tax, the properties owned directly or indirectly by AEEAP subsidiaries are not taken into account,
as long as they are listed separately in their investment statements.
As the Company's tax liability is calculated on the basis of its investments, plus its reserves, and not on the basis of its profits,
no temporary differences arise and therefore no corresponding deferred tax liabilities and/or receivables are created.
Current tax liabilities include the short-term liabilities to the tax authorities related to the above tax payable. The Management
at regular intervals evaluates its position in matters related to the tax authorities and calculates provisions where necessary
for the amounts expected to be paid to the tax authorities.
2.3.13 Employee Benefits
Post-employment benefits include defined benefit plans as well as defined contribution plans and post-retirement health care
plans.
(a)
Post-retirement benefits
Defined contribution plan is a pension plan, in which the Company pays fixed contributions to a separate entity. The Company
has no legal or constructive obligation to pay additional contributions if the invested assets are insufficient to meet the
expected employee service benefits for the current period as well as previous periods.
A defined benefit plan is a retirement plan that is not a fixed contribution plan. Typically, defined benefit plans determine the
amount of the retirement benefit that an employee will receive upon retirement, which usually depends on one or more
factors such as age, years of service and compensation.
The liability recorded in the statement of financial position for defined benefit plans is the present value of the defined benefit
obligation at the reporting date less the fair value of the plan assets. The defined benefit obligation is calculated annually by
an independent actuary using the projected unit credit method. The present value of the defined benefit obligation is
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
55
calculated by discounting the expected future cash outflows using high quality corporate bond interest rates denominated in
the currency in which the benefit will be paid and with a term approaching the maturity of the relevant retirement obligation.
The cost of current employment in the defined benefit plan is recognized in the income statement, unless it is included in the
cost of an asset. The cost of current employment reflects the increase in the defined benefit obligation arising from the
employment of employees during the year, as well as changes due to cuts or arrangements.
The cost of previous service is recorded directly in the profit and loss for the year.
The net interest cost is calculated as the net amount of the defined benefit obligation. These costs are included in the income
statement on employee benefits.
Actuarial gains and losses arising from empirical adjustments and changes in actuarial assumptions are recognized in other
comprehensive income in the year in which they arise.
For defined contribution plans, the Company pays contributions to public or private insurance funds either compulsorily or
contractually or voluntarily. After the payment of the contributions there is no further commitment for the Company.
Contributions are recognized as employee benefit costs when they become payable. Prepaid contributions are recognized as
an asset to the extent that prepayment will result in a reduction in future payments or a refund.
(b)
Termination benefits
Termination benefits are payable when the Company terminates employment before the normal retirement date or when the
employee accepts voluntary retirement in exchange for these benefits. The Company registers these benefits no earlier than
the following dates: a) when the Company can no longer withdraw the offer for these benefits and b) when the Company
recognizes reorganization costs that are in application of IAS 37, to which including the termination of employment benefits.
In the event that an offer is made for voluntary departure, the termination benefits are calculated based on the number of
employees who are expected to accept the offer. Termination benefits due 12 months after the reporting date are discounted.
2.3.14 Provisions
The Company recognizes provisions for contingent liabilities and risks when there is a present legal or presumed obligation, as
a result of past events, a high probability of outflow of resources that contain financial benefits for the settlement of the
liability, and it is possible to estimate the relevant liability.
Provisions are calculated at the present value of the expenses, which based on the best management estimate, are required
to meet this obligation at the balance sheet date. The discount rate used to determine the present value reflects current
market estimates of the time value of money and the risks associated with the liability.
2.3.15 Revenue recognition
Income from operating leases is recognized in profit or loss, based on the straight-line method, over the term of the lease.
Variable (contingent) leases, such as rents based on turnover, are recorded as income in the periods in which they are incurred.
When the Group provides incentives to its customers, the cost of these incentives is recognized over the lease term, using the
straight-line method, less operating lease income.
Other revenue is recognised, in accordance with IFRS 15, at the amount the Group expects to be entitled to as consideration
for the transfer of the goods or services to a customer when the customer obtains control of the goods or services, specifying
the time of the transfer of control - either at a given point in time or over time.
Revenue from the sale of goods (renewable energy sources) is recognized when control of the good is transferred to the
customer, usually upon delivery, and there is no outstanding obligation that could affect the customer's acceptance of the
good.
2.3.16 Interest income and expenses
Interest income is recognized using the effective interest rate. When there is an impairment of loans or receivables, their book
value is reduced to their recoverable amount which is the present value of the expected future cash flows discounted at the
initial effective interest rate. Interest income is then calculated at the same rate (original effective rate) on the depreciated
(new book) value. Borrowing interest expenses are recognized in the "Financial expenses" of the income statement using the
effective interest method, with the exception of borrowing expenses directly related to the acquisition, construction or
production of fixed assets for which a significant construction period is required and which increase the cost of fixed assets,
until they become substantially ready for use or sale. Fees and direct costs related to the issuance of a loan or the purchase of
securities, financing or modification and commitments for loans are recognized gradually in the income statement over the
period of the item using the effective interest method.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
56
The effective interest method is a method of calculating the amortized cost of a financial asset or financial liability and
allocating interest income or expense over the relevant period. The effective interest rate is that interest rate that accurately
discounts future cash payments or receipts over the expected life of the financial instrument or, when required, a shorter
period, to the net book value of the financial asset or liability. When calculating the effective interest rate, the Group calculates
cash flows taking into account all contractual terms governing the financial instrument (for example, prepayments) but will
not take into account future credit losses. The calculation includes all fees and units paid or received between the parties that
form an integral part of the effective interest rate, transaction costs and any mark-up or discount.
2.3.17 Leases
Cases in which the Company is the lessor:
(i) Operating lease
- The Company leases all its owned properties under operating leases. When properties are leased under
operating leases, they are classified as investment properties in the statement of financial position (Note 6). Rental income
(less the value of any incentives provided by the lessor) is recognized on a straight-line basis over the term of the lease.
(ii) Finance lease
– The Company has not yet entered into a financial lease as a lessor.
When the Company is the tenant:
Leases in which the Company is the tenant are recognized in the statement of financial position as a right of use asset and a
liability lease, the date on which the leased asset becomes available for use.
Lease liabilities include the net present value of the following leases:
•
fixed rents (including "substantially" fixed payments)
•
variable rents, which depend on an index or an interest rate, which are initially measured using the index or the
interest rate at the date of the beginning of the lease term, the amounts expected to be paid on the basis of
guaranteed residual values
•
the price of the purchase right, if it is rather certain that the Company will exercise this right, and
•
the payment of a penalty for termination of the lease, if the duration of the lease reflects the exercise of the
Company's right to terminate the lease.
Lease payments are discounted at the rate implicit in the lease or, if this rate cannot be determined by the contract, at the
incremental borrowing rate, which is the rate at which the Group would borrow funds to acquire a similar item, of similar value
to the leased asset, for a similar period of time, with similar collateral and in a similar economic environment.
After their initial measurement, the lease liabilities increase due to their financial cost and decrease due to the lease payments.
The lease obligation is revalued to reflect any revaluations or modifications of the lease.
2.3.18 Loan Liabilities
Loan liabilities are initially recognized at their fair value, less transaction costs. Subsequently, the liabilities from loans are
valued at amortized cost. Liabilities from loans are recorded in current liabilities unless the Company and the Group has the
right to defer settlement of the liability for 12 months after the balance sheet date.
Borrowing costs directly related to the acquisition, construction or production of fixed assets for which a significant period of
construction time is required until they become essentially ready for use (qualifying assets), increases the cost of the assets.
Borrowing costs are those that could have been avoided if the expenditure on the qualifying asset had not been incurred.
To the extent that the Group borrows capital specifically for the purpose of acquiring and constructing a qualifying asset, the
amount of borrowing costs eligible for capitalization is determined as the actual cost incurred in the period for such borrowing,
reduced by any income from the temporary placement of these loans.
The Group begins capitalizing borrowing costs as part of the cost of the qualifying item from the inception date. The start date
for capitalization is the date the entity meets all of the following conditions for the first time:
(a) incurs investment expenditure on the asset;
(b) incurs borrowing costs and
(c) undertakes activities necessary to prepare the asset for its intended use or sale.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
57
The Group ceases to capitalize borrowing costs when substantially all of the necessary activities to prepare the asset to qualify
for its intended use or sale have been completed. The Group recognizes other types of borrowing costs as expenses in the
period in which they were incurred.
2.3.19 Dividend distribution
The distribution of dividends is recognized as a deduction from the Group's equity and is recorded as a liability when approved
by the General Meeting of shareholders. Any pre-dividends are recognized as a deduction from the Group's equity when
approved by the Board of Directors. Dividends are recognized in the income statement when the right to receive a dividend is
approved by the shareholders. Accordingly, interim dividends from subsidiaries are recognized in the income statement when
approved by the Board of Directors.
2.3.20 Earnings per share
Basic earnings per share are calculated by dividing the net earnings attributable to the shareholders by the weighted average
number of the ordinary shares outstanding during each year, excluding the average rate of the ordinary shares acquired as
own shares. The adjusted earnings per share are calculated by dividing the net earnings attributable to shareholders by the
weighted average number of common shares outstanding during each year (adjusted for the effect of the stock option).
2.3.21 Grants
Government grants are recognized at their fair value when it is reasonably expected that the grant will be collected and the
Group will comply with all stipulated conditions.
2.4. Consolidated Financial Statements
2.4.1 Consolidation
The consolidated Financial Statements include the Financial Statements of the Company and its subsidiaries, which are
controlled by the Company. Control exists only when the Company a) exercises power over its subsidiaries, b) holds positions
or rights with variable returns from its participation in the subsidiaries and c) has the ability to use its power over the
subsidiaries to influence the amount of its returns.
Subsidiaries are fully consolidated (total consolidation) from the date on which control over them is acquired and cease to be
consolidated from the date such control does not exist.
Acquisitions of subsidiaries are accounted for using the acquisition method. The acquisition cost of a subsidiary is the fair value
of the assets transferred, shares issued, and liabilities incurred at the acquisition date, plus any costs directly attributable to
the acquisition. Identifiable assets, liabilities and contingent liabilities acquired in a business combination are measured on
acquisition at fair value, regardless of the percentage of participation.
Transactions, balances and unrealized profits arising between the companies of the Group are eliminated during the
consolidation. Unrealized losses are also eliminated, unless the transaction shows signs of impairment of the transferred asset.
The accounting principles of the subsidiaries have been adjusted to be uniform with those adopted by the Group.
For the acquisition of subsidiaries, which do not fall within the definition of a business combination, the Group divides the
costs between the individual identifiable assets and liabilities of the acquired business based on their fair values at the
acquisition date. No goodwill arises from such transactions.
The Company records investments in associates in the separate financial statements of the Parent at cost.
The subsidiaries that are consolidated in the Group are
«Plaza Hotel Skiathos M.S.A.»
and «
Sarmed Warehouses S.A.».
2.5. Reclassification of comparatives
In the financial statements for the year ended December 31, 2021, reclassifications have been made, where necessary, in order
to make the funds similar and comparable to the funds of the current year.
3.
Financial risk management
3.1. Financial risk factors
The Group is exposed to financial risks, such as market risks (changes in interest rates, market prices), credit risk and liquidity
risk. The Company's general risk management program focuses on the unpredictability of financial markets and seeks to
minimize their potential negative impact on the Company's financial performance.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
58
The Management implements an integrated risk management framework, which aims at the continuous monitoring of the
Group's business operation, in order to identify the risk areas in time, to evaluate and categorize and then to manage through
appropriate actions.
At the level of organizational structure, the Risk Management Service in collaboration with the executive members of the
Management, as well as the supervisory units of the Company, are in charge of risk management, while the internal control
function evaluates the adequacy and effectiveness of the risk management system.
In addition to the above, the Company's Board of Directors must regularly review the main risks faced by the Group, as well
as the effectiveness of the internal control system in terms of managing these risks.
(a) Market risk
(i) Foreign exchange risk
The Group operates in Greece, its transactions are conducted in Euro and therefore is not exposed to foreign currency risks.
(ii) Price risk
The Group is not exposed to risk related to financial instruments since it does not hold equity instruments.
The Group is exposed to the risk from fluctuation in the fair value of real estate property and in lease income. In order to
reduce the risk of prices not related to financial instruments, such as the risk of real estate prices, the Group leases its property
under long-term operating lease agreements, which provide for annual adjustments of rents associated with the Consumer
Price Index, while in case of negative inflation there is no negative impact on rents. Rental income of the Group is not subject
to seasonal fluctuations, except for some individual leases where there is a percentage of turnover in addition to the monthly
rent which is calculated at the beginning of each year and relates to the previous calendar year.
In addition, the Company is governed by an institutional framework of REIC, according to which:
a) periodic valuation of its investment properties by an independent appraiser is required;
b) valuation of the property is required before acquisition or pre-sale by an independent appraiser;
c) the construction, completion or repair of real estate is allowed as long as the relevant costs do not exceed, in total, forty
percent (40%) of the total investment of the company in real estate, as it will have been formed after the completion of the
works and,
d) the value of each property, at the time of acquisition or completion of works, is prohibited to exceed 25% of the value of all
its investments.
This scheme contributes significantly to the avoidance and / or timely treatment of the relevant risks.
(iii) Cash flows risk and risk of fair value changes due to interest rate changes
Interest rate risk refers to the existing or future risk to the profits and capital of the Group and the Company, which results
from adverse interest rate fluctuations affecting the assets and liabilities of the Company. The Group's exposure to the risk of
fluctuations in interest rates comes from demand deposits (see Note 11) that it has in its assets as well as bank loans with
variable interest rates (see Note 15) which expose the Group to cash flow risk due to a possible change of interest rates.
The Group is exposed to fluctuations in market interest rates which affect its financial position and cash flows, as borrowing
costs may increase as a result of such changes.
The Group's exposure to interest rate risk is not significant due to the Group's low exposure to borrowing, presenting a Net
Loan to Value Ratio equal to 23.2% on 31.12.2022.
If the reference interest rate had changed by +/-1%, the effect on the Group's results would have been estimated to be reduced
by € 290 thousand and increased by € 70 thousand respectively.
(b) Credit risk
The Group's credit risk is linked to rent receivables from operating lease contracts and cash and cash equivalents. Credit risk
is managed centrally, at Group level. The credit risk concerns cases of default by counterparties to fulfill their transactional
obligations if they become due. Receivables are considered in default based on the time during which they remain uncollectible
while evaluating the customer's creditworthiness, his financial situation, his trading behavior as well as other parameters.
When monitoring customer credit risk, customers are grouped according to their credit characteristics, the maturity
characteristics of their receivables and any previous collection problems they have demonstrated. The Group, in order to
secure its claims, requests the payment of a guarantee for the leases or letters of guarantee. The Group uses a table with
which it calculates the expected credit losses throughout the lifetime of its receivables. This table is based on past experience
but is adjusted in such a way as to reflect forecasts of the future financial situation of the customers as well as the economic
environment (eg inflation and interest rate fluctuations).
Historically, the Group has not suffered a significant loss since the initial recognition of receivables and no significant losses
are expected, as the real estate leasing agreements are made with customers - tenants who have sufficient creditworthiness
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
59
and liquidity. The Group's maximum exposure to credit risk comes mainly from transactions with related parties, as a significant
part of the Group's real estate portfolio is leased to Quest Group companies. The percentage of annualized rental income that
comes from subsidiaries and associated companies of the Quest Holdings Group SA. on the date of approval of the financial
statements for the year 2022 it amounts to 34% from 37,6% during the corresponding period last year, of the total rental
income. It is also noted that the corresponding percentage of the annualized rental income coming from the company Sarmed
Logistcs SA (tenant of the property of the subsidiary SARMED Warehouses SA) amounts today to 26,2% compared to 27,7% in
the corresponding period last year (see Notes 17 and 28).
The table below presents the financial assets per credit rating (Moody’s) as at 31 December 2022 and 31 December 2021.
Group
Company
Valuation
31/12/2022
Cash and Cash
Equivalents
Trade and other
receivables
Cash and Cash
Equivalents
Trade and other
receivables
Ba2
2.985
-
1.160
1.160
-
Βa3
339
-
93
93
-
Counterparties
without credit rating
-
2.293
-
1.677
Group
Company
Valuation
31/12/2020
Cash and Cash
Equivalents
Trade and other
receivables
Cash and Cash
Equivalents
Trade and other
receivables
Β2
2.575
-
2.459
-
Β3
1.702
-
24
-
Counterparties
without credit rating
-
1.996
1.167
A relevant analysis of the maturation of the Company's and the Group's receivables is included below:
Group
31.12.2022
Up to 1
month
From 1 month to 3
months
From 3 months to 12
months
Over 12
months
Trade and other receivables
1.025
10
2
1.260
Provisions for doubtful debts
-
-
-
(4)
Total
1.025
10
2
1.256
31.12.2021
Up to 1
month
From 1 month to 3
months
From 3 months to 12
months
Over 12
months
Trade and other receivables
1.344
44
5
688
Provisions for doubtful debts
-
-
-
(4)
Total
1.344
44
5
684
Company
31.12.2022
Up to 1
month
From 1 month to 3
months
From 3 months to 12
months
Over 12
months
Trade and other receivables
950
10
2
719
Provisions for doubtful debts
-
-
-
(4)
Total
950
10
2
715
31.12.2021
Up to 1
month
From 1 month to 3
months
From 3 months to 12
months
Over 12
months
Trade and other receivables
900
44
5
303
Provisions for doubtful debts
-
-
-
(4)
Total
900
44
5
299
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
60
(c) Liquidity risk
The current or future risk for profits and capital arises from the inability of the Group to liquidate / collect overdue receivables
without suffering significant losses. The Group ensures the required liquidity in a timely manner in order to meet its obligations,
through the regular monitoring of liquidity needs and the collection of debts by employees and the prudent management of
cash.
The liquidity of the Group and the Company is monitored by the Management at regular intervals while the Company has
secured open lines of financing for its future operational needs. Below is the breakdown with maturities of financial assets and
liabilities (tables include undiscounted flows):
31.12.2022 Group
< 1 year
1 to 2 years
3 to 5 years
> 5 years
Total
Suppliers and other liabilities
1.147
330
270
304
2.051
Loans and lease obligations
3.182
3.174
16.875
17.721
40.952
4.329
3.504
17.145
18.025
43.003
31.12.2022 Company
< 1 year
1 to 2 years
3 to 5 years
> 5 years
Total
Suppliers and other liabilities
1.121
330
270
304
2.025
Loans and lease obligations
3.181
3.174
16.876
17.721
40.951
4.302
3.504
17.146
18.025
42.977
31.12.2021 Group
< 1 year
1 to 2 years
3 to 5 years
> 5 years
Total
Suppliers and other liabilities
1.795
41
314
79
2.229
Loans and lease obligations
2.261
2.155
6.562
22.918
33.896
4.056
2.196
6.876
22.997
36.125
31.12.2021 Company
< 1 year
1 to 2 years
3 to 5 years
> 5 years
Total
Suppliers and other liabilities
4.975
41
314
79
5.409
Loans and lease obligations
1.756
2.136
6.533
22.918
33.343
6.731
2.177
6.847
22.997
38.752
The other obligations of the year 2022 include the received lease guarantees and project performance guarantees of a total
amount of € 918 thousand for the Group and the Company and are refundable depending on the expected period of expiry of
the existing lease agreements and completion of the projects.
Specifically, an amount of € 14 thousand up to one year for the Group and the Company, and amounts of € 330 thousand from
1 to 3 years, € 270 thousand from 3 to 5 years and € 304 thousand over 5 years for the Group and the Company.
For the year 2021, the received guarantees and guarantees of good performance of a total amount of € 1.513 thousand for
the Group and € 1.386 thousand for the Company are repayable as follows: amount of € 1.079 thousand up to one year for
the Group and € 952 thousand for the Company, and amounts of € 41 thousand from 1 to 3 years, € 314 thousand from 3 to
5 years and € 79 thousand over 5 years for the Group and the Company.
3.2 Capital management
In terms of capital management, the Group's goal is to ensure its ability to remain as a going concern in order to generate
profits for its shareholders and benefits for other stakeholders and to maintain the optimal capital structure to reduce its cost
of capital.
The maintenance or adjustment of the capital structure can be done by adjusting the amount of dividends paid to
shareholders, issuing new shares or selling assets to reduce borrowing.
The Group manages capital based on leverage ratio. This ratio is calculated as the ratio of total debt to total assets and as the
ratio of net debt to total assets. Net borrowing is calculated as the total of borrowings (long-term and short-term) plus lease
liabilities less cash and cash equivalents.
The legal status that governs the REICs in Greece, permits borrowing of loans and provides credits to them in amounts that in
total do not exceed 75% of their assets, for the acquisition and utilization of real estate.
Below are the leverage ratios on total assets as at 31.12.2022 compared to 31.12.2021.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
61
Group
Company
Group
Company
31.12.2022
31.12.2022
31.12.2021
31.12.2021
Loans and leases
34.608
34.607
30.176
29.622
Total Assets
142.167
130.768
128.483
122.924
Cash and cash equivalents
3.324
1.253
4.277
2.483
Debt Ratio
24,34%
26,46%
23,49%
24,10%
Net Debt Ratio
22,53%
25,75%
20,85%
22,53%
3.3 Fair values
The Company and the Group provide the necessary disclosures regarding the measurement of fair value through a three-level
hierarchy.
•
Financial assets that are traded in active markets and their fair value is determined based on the published purchase prices
that are valid at the reporting date for similar assets and liabilities ("Level 1").
•
Financial assets that are not tradable in active markets, the fair value of which is determined using valuation techniques
and assumptions based either directly or indirectly on market data at the reporting date ("Level 2").
•
Financial assets that are not tradable in active markets, the fair value of which is determined using valuation techniques
and assumptions that are not fundamentally based on market data ("Level 3").
The Company and the Group do not hold financial assets measured at fair value. However, the Company and the Group own
investment property that is measured at fair value (note 6).
As at 31 December 2022, the carrying amount of trade and other receivables, cash and cash equivalents, loans, as well as trade
and other payables, was close to fair value.
During the year no transfers were made between Levels 1 and 2, nor transfers inside and outside Level 3 to measure the fair
value of investment properties.
4.
Significant accounting estimates and judgments of the Management
The estimates and judgments of the Management are constantly reviewed and are based on historical data and expectations
for future events, which are considered reasonable according to the current ones.
Significant accounting estimates and assumptions
The Company makes estimates and assumptions regarding the development of future events. The estimates and assumptions,
which pose a significant risk of causing substantial adjustments to the carrying amounts of the assets and liabilities over the
next 12 months, mainly relate to the determination of the fair values of investment properties.
The most appropriate indication of fair value is the current values that apply in an active market for related leases and other
contracts. If it is not possible to find such information the value is determined within a range of reasonable estimates of fair
values. According to the current legislation for REICs, the estimates of real estate investments must be supported by estimates
made by independent professional appraisers, included in the Register of Certified Appraisers of the Ministry of Finance for
June 30 and December 31st of each year.
The estimates are mainly based on discounted cash flow forecasts due to the nature of the investment properties. The
independent appraiser takes into account data from various sources, including:
(i) Current prices in an active real estate market of a different nature, status or location (or subject to different leases or other
contracts), which have been adjusted for these differences.
(ii) Recent prices of similar properties in less active markets, adjusted to reflect any changes in economic conditions that have
occurred since the date on which those transactions were made at those prices.
(iii) Discounted cash flow, based on reliable estimates of future cash flows, derived from the terms of applicable leases and
other contracts and (where applicable) from external factors such as current rental rates of similar properties in the same
location and situation, using discount rates reflecting the current market estimate, regarding the uncertainty of the amount
and time of occurrence of these cash flows.
Regarding point (iii) above, for the application of cash flow discounting valuation techniques, assumptions are used, which are
mainly based on the prevailing market conditions, at the date of preparation of the financial statements.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
62
The main assumptions underlying fair value estimates are those related to the collection of contractual rents, expected future
rents in the market, vacancies, maintenance obligations, and appropriate discount rates. These estimates are systematically
compared with actual data from the market, with the Company's transactions and with those announced by the market.
Expected future rents are determined on the basis of current rents, as those apply in the market, for similar properties, in the
same location and situation. Further information concerning the main assumptions can be found in Note 6.
5.
Segment reporting
The operating segments of the Group and the Company are presented according to the segments of investment activity as
monitored in internal reports and used for decision making and monitoring the financial results by the Company’s
management, in accordance with its Articles of Association and its Internal Procedures.
Operating segments relate to investment types of real estate and include income from assets belonging to different types of
real estate.
On 31.12.2022 all the properties of the Group were located in Greece. Also, investment properties of the Group are divided
into offices and mixed buildings (offices with ground floor stores), logistics, hotels, shops, special purpose properties and plots.
In relation to previous periods, the following changes in the sectors of investment activity occurred:
The Group’s management monitors the operating results of the sectors separately in order to allocate resources and evaluate
its performance. The assessment of the sector's performance is based on the Gains / (losses) related to real estate investments
as presented below. The Company applies the same principles for measuring the operating results of the segments as those
of the financial statements. The analysis of real estate investments by operating sector is shown in Note 6.
The results of the Group for the year 2022, presented by operating sector are as follows:
01.01.2022 – 31.12.2022
Offices &
mixed use
Logistics
Hotels
Retail
Special
Use
Land
Plots
Total
REVENUE
Rental Revenue
2.243
3.992
1.444
215
85
23
8.002
Total
2.243
3.992
1.444
215
85
23
8.002
RESULTS
Net gain / (loss) from the
fair value adjustment of
investment properties
923
3.245
3.056
156
(12)
97
7.465
Direct property related
expenses
(44)
(123)
(66)
(50)
(2)
(1)
(286)
Property Tax (ENFIA)
(235)
(315)
(96)
(33)
(20)
(4)
(703)
Total profit/(loss) from
Investment properties
2.887
6.799
4.338
288
51
115
14.478
Net profit / (loss) for the
period:
Total profit/(loss) from
property related
expenses
14.478
Other expenses
(1.245)
Net financial income /
(expenses)
(967)
Taxes
(203)
Profit / (Loss) for the
period
12.062
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
63
The results of the Group for the year 2021, presented by operating sector are as follows:
01.01.2021 – 31.12.2021
Offices mixed
use
Logistics
Hotels
Retail
Special
Use
Land
Plots
Total
REVENUE
Rental Revenue
1.855
2.838
1119
141
94
17
6.064
Total
1.855
2.838
1.119
141
94
17
6.064
RESULTS
Net gain / (loss) from the
fair value adjustment of
investment properties
1.206
2.611
345
56
150
63
4.431
Direct property related
expenses
(115)
(80)
(34)
(15)
(13)
(3)
(260)
Property Tax (ENFIA)
(172)
(325)
(94)
(22)
(27)
(3)
(643)
Total profit/(loss) from
Investment properties
2.774
5.043
1.336
160
204
74
9.592
Net profit / (loss) for the
period:
Total profit/(loss) from
property related
expenses
9.592
Other expenses
(906)
Net financial income /
(expenses)
(262)
Taxes
(128)
Profit / (Loss) for the
period
8.296
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
64
6.
Investment Property
The change in investments properties by operating sector at Group level is as follows:
Segment
Offices &
mixed use
Logistics
Hotels
Retails
Special
Use
Land
Plots
Total
Determination of fair value
3
3
3
3
3
3
Fair value at January
1,2021
31.522
48.756
18.900
2.909
3.394
520
106.001
Direct acquisition of
investment properties
3.234
1.067
-
-
-
208
4.509
Subsequent capital
expenditures related to real
estate investments
34
6.314
1.455
-
15
1
7.816
Transfers between sectors
-
66
-
-
-
(66)
-
Τransfer to property, plant
and equipment
(1.044)
-
-
-
-
-
(1.044)
Sale of investment property
-
-
-
(948)
-
-
(948)
Net gain / (loss) from
the fair value adjustment of
investment property
1.206
2.610
345
56
150
64
4.431
Fair value at December
31, 2021
34.952
58.813
20.700
2.017
3.559
727
120.768
Fair value at January
1,2022
34.952
58.813
20.700
2.017
3.559
727
120.768
Direct acquisition of
investment properties
-
1.371
-
-
-
-
1.371
Subsequent capital
expenditures related to real
estate investments
133
3.005
3.314
-
-
6
6.458
Transfers between sectors
-
-
-
2.114
(2.114)
-
-
Τransfer to property, plant
and equipment
138
-
-
-
-
-
138
Sale of investment property
-
-
-
(1.201)
-
-
(1.201)
Net gain / (loss) from
the fair value adjustment of
investment property
923
3.245
3.056
156
(12)
97
7.465
Fair value at December
31, 2022
36.146
66.434
27.070
3.086
1.433
830
134.999
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
65
The change in investments properties per operating sector of the Company is as follows:
Segment
Offices
Logistics
Hotels
Retails
Special
Use
Land
Plots
Total
Fair value at January
1,2021
31.522
19.615
14.900
2.909
3.394
520
72.860
Direct acquisition of investment
properties
3.234
1.067
-
-
-
208
4.509
Subsequent capital
expenditures related to real
estate investments
34
6.314
12
-
15
1
6.375
Transfers between sectors
-
66
-
-
-
(66)
-
Τransfer to property, plant and
equipment
(1.044)
-
-
-
-
-
(1.044)
Sale of investment property
-
-
-
(948)
-
-
(948)
Net gain / (loss) from
the fair value adjustment of
investment property
1.206
1.863
988
56
150
64
4.327
Fair value at December
31, 2021
34.952
28.925
15.343
2.017
3.559
727
86.080
Fair value at January
1,2022
34.952
28.925
15.900
2.017
3.559
727
86.080
Direct acquisition of investment
properties
-
1.371
-
-
-
-
1.371
Subsequent capital
expenditures related to real
estate investments
133
3.005
10
-
-
6
3.153
Transfers between sectors
-
-
-
2.114
(2.114)
-
-
Τransfer to property, plant and
equipment
138
-
-
-
-
-
138
Sale of investment property
-
-
-
(1.201)
-
-
(1.201)
Net gain / (loss) from
the fair value adjustment of
investment property
923
663
2.660
156
(12)
97
4.487
Fair value at December
31, 2022
36.146
33.964
18.570
3.086
1.433
830
94.029
On December 1, 2022, the Company proceeded with the purchase of two (2) adjoining plots of land with a total area of
11,060.35 sq.m. which are located in Aspropyrgos Attica in the location "Imeros Topos". The total price for the purchase
of the two plots amounted to €1.327 thousand, not including acquisition costs of €44 thousand. The said plots are
adjacent to the Company's existing plots, which were merged on 09.12.2022, on which it develops a modern Logistics
Park. As a result, today the single land area to be developed in Aspropyrgos amounts to a total area of 113.873,52 sq.m.
The subsequent capital expenditures related to the warehouse properties mainly concern the Storage and Distribution
Center (KAD 1) of the Company in Aspropyrgos, Attica. Specifically, on 31.01.2022 the construction of the Company's
warehouse and distribution building (KAD 1) was completed with a remaining amount of € 189 thousand and during the
year 2022 the Company completed the works for the expansion of the Company's warehouse and distribution building
(KAD 1 Extension) in Aspropyrgos Attica amounting to € 2.407 thousand. The extension concerns an additional 4.458,79
sq.m. which were delivered to the Company and leased at the end of the year. In addition, work began on the
development of the Company's second modern Warehousing and Distribution building (KAD 2) in Aspropyrgos, Attica,
amounting to € 219 thousand. The contractual consideration amounts to € 7.969 thousand and concerns an additional
14.758,57 sq.m. which are expected to be handed over to the Company in the middle of 2024. On 24.03.2023, the
revision of the building permit was issued for the property in question with an increased possibility of building 19.236,42
sq.m. instead of 14.758,57 sq.m.
On 22.12.2022, the demolition and remodeling of the property on 123 L. Kifisou Street was completed for an investment cost
of €164 thousand. The Company continues to classify the property in the category "Warehouses" as it functions as a loading
and unloading area and vehicle parking for the service of warehouse property at 125-127 L. Kifisos.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
66
During the first half of 2022, the subsidiary company Plaza Hotel Skiathos carried out projects for the renovation of the hotel
of "Radisson Resort Plaza Skiathos" in the amount of € 3,304 thousand. On June 30, 2022, following the completion of the
renovation and upgrading works, the Company handed over to the tenant Hotel Brain A.E. the renovated hotel and which is
in operation from July 1, 2022 under the brand name "Radisson Resort Plaza Skiathos".
On 11.08.2022, the sale of the property at 8 Giamboudaki in Rethymno, Crete, took place for a price of € 1,350 thousand,
presenting profits from the sale of investment properties of € 149 thousand.
The transfer between sectors concerns the investment property on Vas. Sofias 64, which was classified in shops, due to a new
lease from 01.02.2022. Based on the new lease, most of the property's revenue comes from horizontal ownership with store
use, therefore the Company classified and monitors the property now in the category of stores.
Investment Property Valuation Method
According to the current legislation for REIC, the values of real estate investments are valued by independent appraisers,
whose reports must be prepared twice a year, on June 30th and December 31st. Each report is based on two methods
according to International Valuation Standards. For the estimation of the value of the Group's portfolio as at 31.12.2022, the
(a) method of comparative data or comparative method, (b) the method of capitalization of income or the method of
discounted cash flows (DCF) and (c) the residual method.
All the properties of the Group are located in Greece. The following table contains information on the valuation methods of
investment properties, by category of operating sector:
Fair Value
Valuation Method
Monthly
Market
Rent
Discount Rate
(%)
Capitalization
Rate (%)
Segment
Offices & mixed
use
36.146
80% discounted cash flows
(DCF) & 20% comparative
249
8,00%-9,65%
6,00%-7,65%
Logistics*
66.434
80%-10% discounted cash
flows
(DCF) & 20% -90%
comparative
497
9,35%%-
10,05%
6,51% *
7,15%-8,00%
4,50%*
Hotel
27.070
80-85% discounted cash
flows (DCF) & 20-15%-10%
comparative
n/a
9,30%-10,80%
7,00%-8,50%
Retail
3.086
80% discounted cash flows
(DCF) & 20% comparative
18
8,55%-8,86%
6,25%-6,75%
Special Use
1.433
80% discounted cash flows
(DCF) & 20% comparative
9
9,50%
7,25%
Land Plot
830
80%-10% discounted cash
flows (DCF) & 20%-90%
comparative and 50%
residual method & 50%
comparative
4
9,50%-9,68%
7,00%-7,75%
134.999
*The warehouses include the property at 123 Kifissou Street, which functions as a loading and unloading and vehicle parking
area to service the warehouse property at 125-127 Kifissou Street.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
67
The following table contains information regarding the valuation methods of investment properties, by category of operating
sector for 31.12.2021:
Fair Value
Valuation Method
Monthly
Market
Rent
Discount Rate
(%)
Capitalization
Rate (%)
Segment
Offices & mixed
use
34.952
80% discounted cash flows
(DCF) & 20% comparative
229
7,03%-8,91%
6,10%-7,75%
Logistics
58.813
80%-10% discounted cash
flows
(DCF) & 20% -90%
comparative
462
8,81%-9,69%
7,50%-8,25%
Hotel
20.700
80-85% discounted cash
flows (DCF) & 20-15%
comparative
n/a
8,80%-10,50%
7,00%-8,50%
Retail
2.017
80% discounted cash flows
(DCF) & 20% comparative
11
7,65%-7,71%
6,5%-6,75%
Special Use
3.559
80% discounted cash flows
(DCF) & 20% comparative
22
8,29%-8,66%
7,25%-7,52%
Land Plot
777
80%-10% discounted cash
flows (DCF) & 20%-90%
comparative
4
9,50%-9,68%
8,25%
120.768
The measurement at fair value of non-financial assets was determined taking into account the Company's ability to achieve
their maximum and optimal use, assessing the use of each item that is physically possible, legally permissible and economically
feasible. This estimate is based on the physical characteristics, the permitted uses and the opportunity cost of the investments
made.
In addition, the valuer and the company understand trends and developing issues and incorporate, where possible based on
available evidence, ESG criteria into the valuation process. In this context, ESG impact is considered and measured by the
market to reflect the actions of participants, buyers, sellers, tenants and owners.
The main method used to measure the fair value of the Group's investment property portfolio at 31 December 2022 is the
discounted cash flow method with mainly long-term leases.
The Company has developed a significant presence in the logistics, office and hotel sectors and the activity shown within 2022
in these categories (such as A' class office buildings in good locations, new warehouses and hotels), with several transactions
receiving country, resulted in a sufficient amount of comparative data which was taken into account in the valuations of the
respective properties. The Group's real estate investment portfolio has shown significant resilience to the growing challenges
of high inflation, rising interest rates and intense geopolitical uncertainty mainly due to its composition, as it consists mainly
of high-quality properties with stable income streams, as well as the special characteristics regarding the quality of the tenants
and the terms of the lease agreements, which were taken into account by the appraisers when determining the fair value of
the investment properties of the Company and the Group. On the other hand, the commercial real estate sector, with the
exception of large stores, remains under pressure while due to the lack of sufficient data in the market, to the extent necessary
for short-term leases, a high degree of judgment has been applied in determining the estimated cash flows. flows used in
estimating the fair value of investment properties.
The most important unobservable inputs used in measuring the fair value of investment properties are the monthly market
rent, the discount rate, the capitalization rate and the timing of the construction period.
If on December 31, 2022 the discount rate used in the cash flow discount analysis differed by +/-5% from the Management's
estimates, the book value of the investment properties would be, by estimate, €3.792 thousand lower or €4.336 thousand
higher, compared to € 2.479 thousand lower or € 2.879 thousand higher for the corresponding estimates of 31.12.2021.
If on December 31, 2022 the capitalization factor used in the discounted cash flow analysis differed by +/-5% from the
Management's estimates, the book value of the investment properties would be estimated to be €2.948 thousand lower or
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
68
€3.887 thousand higher, compared to €3.119 thousand lower or €3.805 thousand higher for the corresponding estimates of
31.12.2021.
If on December 31, 2022, the monthly market rent used in the discounted cash flow analysis differed by +/-5% from
Management's estimates, the book value of the investment properties would be the higher of €3.606 thousand or €3.625
thousand lower, against € 2.579 thousand higher or € 2.575 thousand lower. for the corresponding assessments of 31.12.2021.
If, on December 31, 2022, the construction period, in the investment properties under construction in Posidonos Street and
Aspropyrgos, is extended by six months, then the fair value of the investment properties would be €80 thousand lower for the
offices and €241 thousand lower for warehouses.
7.
Acquisition of Subsidiaries
The subsidiaries that are consolidated in the Group are «Plaza Hotel Skiathos M.A.E.» and «Sarmed Warehouses A.E.» based
in Greece. Subsidiaries are fully consolidated (total consolidation).
The Company holds 100% of the shares of the company "Plaza Hotel Skiathos M.A.E" and 80% of the shares of the company
"SARMED WAREHOUSES A.E"
31.12.2022
31.12.2021
Plaza Hotel Skiathos S.S.A.
8.223
7.722
Sarmed Warehouses S.A.
24.168
24.168
32.391
31.890
On October 5, 2022, was approved the increase in the share capital of the Subsidiary "Plaza Hotel Skiathos M.A.E." by € 501
thousand with the issuance of 374.000 new registered shares, with a nominal value of € 1,34 each, which were fully covered
by the Company with a cash payment until December 20, 2022. Through the increase in share capital, the renovation of the
property hotel was financed of Plaza Hotel Skiathos SA, "Radisson Skiathos Plaza Resort".
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
69
8.
Property, plant and equipment
Property Plant and equipment of the Group and the Company comprise of:
Group
Company
Land and
Equipment
Total
Land
and
Equipment
Total
Buildings
Buildings
Acquisition cost
Balance January 1, 2021
313
29
342
161
29
190
Additions
-
4
4
-
4
4
Transfer from real estate
investments
1.044
-
1.044
1.044
-
1.044
Balance December 31, 2021
1.357
33
1.390
1.205
33
1.238
Accumulated depreciation
Balance January 1, 2021
14
16
30
13
16
29
Depreciation
16
5
21
3
5
8
Balance December 31, 2021
30
21
51
16
21
37
Net book value December 31,
2021
1.327
12
1.339
1.189
12
1.201
Balance January 1, 2022
1.357
33
1.390
1.205
33
1.238
Additions
366
65
431
359
65
423
Sales
(7)
(7)
(7)
(7)
Transfer from real estate
investments
(157)
-
(157)
(157)
-
(157)
Balance December 31, 2022
1.566
91
1.657
1.407
91
1.497
Accumulated depreciation
Balance January 1, 2022
30
21
51
16
21
37
Depreciation
38
7
45
25
7
33
Transfer from real estate
investments
(19)
-
(19)
(19)
-
(19)
Νet impairment loss of property,
plant and equipment
59
-
59
59
-
59
Balance December 31, 2022
108
28
136
81
28
110
Net book value December 31,
2022
1.458
63
1.521
1.325
63
1.388
An amount of € 138 thousand concerns a reduction of the self-used office space of 105,30 sq.m. of the Company's offices
located in the Municipality of Kallithea, Prefecture of Attica, at 25 Al. Pantou Street, where it was transferred to the investment
properties and leased.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
70
9.
Intangible Assets
The intangible assets of the Group and the Company relate to software programs and are analyzed as follows:
On 14.01.2022, the Company entered into a lease agreement for a plot of land for the use of a parking space, which is opposite
the property at 42 Poseidonos Avenue in Kallithea.
10.
Trade and other receivables
The analysis of trade and other receivables is as follows:
Group
Company
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Trade receivables
77
240
75
238
Less: Impairment provisions
(4)
(4)
(4)
(4)
Trade receivables
73
236
71
234
Receivables from related parties (note.28)
264
528
264
269
Subsequent expenses and advances
10
35
6
5
Other receivables and guarantees
1.272
1.194
723
659
Claims from the Greek State
672
84
610
81
Trade and other receivables
2.293
2.077
1.677
1.248
Non-current
1.256
684
715
299
Current
1.037
1.393
962
949
Total
2.293
2.077
1.677
1.248
The other claims and guarantees of the Group and the Company on December 31, 2022 include an amount of € 245 thousand
that concerns lease incentives based on a lease agreement. The accounting treatment of said incentives, in accordance with
the IFRS 16 accounting standard, provides for their partial amortization during each lease. The accounting values of the above
receivables represent their fair value. There are no significant overdue and unimpaired trade receivables in the Group and the
Company as of December 31, 2022. There was no change in the provision for impairment of trade receivables in the years
2021 and 2022.
The claims from the Greek government include the claim for the refund of the capital accumulation tax amounting to €500
thousand and the remaining amount is from the claim for the refund of the construction VAT.
Group
Company
Plots and
Buildings
Means of
transport
Total
Plots and
Buildings
Means of
transport
Total
Balance January 1,
2021
-
75
75
-
29
29
Aditions
-
-
-
-
-
-
Early termination of
contracts
-
(46)
(46)
-
-
-
Depreciation
(7)
(7)
(7)
(7)
Balance December 31,
2021
22
22
-
22
22
Balance January 1,
2022
-
22
22
-
22
22
Aditions
20
1
21
20
1
21
Depreciation
(7)
(7)
(13)
(7)
(7)
(13)
Balance December 31,
2022
14
16
30
14
16
30
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
71
Historically, the Group has not suffered a significant loss since the initial recognition of receivables and no significant losses
are expected, as the real estate leasing agreements are made with customers - tenants who have sufficient creditworthiness
and liquidity. The Group's maximum exposure to credit risk comes mainly from transactions with related parties, as a significant
part of the Group's real estate portfolio is leased to Quest Group companies.
The ageing analysis of the current trade receivables is as follows:
Group
31.12.2022
Up to 1
month
From 1
month to 3
months
From 3
months to 12
months
Over 12
months
Trade and other receivables
1.025
10
2
1.260
Provisions for doubtful debts
-
-
-
(4)
Total
1.025
10
2
1.256
31.12.2021
Up to 1
month
From 1
month to 3
months
From 3
months to 12
months
Over 12
months
Trade and other receivables
1.344
44
5
688
Provisions for doubtful debts
-
-
-
(4)
Total
1.344
44
5
684
Company
31.12.2022
Up to 1
month
From 1
month to 3
months
From 3
months to 12
months
Over 12
months
Trade and other receivables
950
10
2
719
Provisions for doubtful debts
-
-
-
(4)
Total
950
10
2
715
31.12.2021
Up to 1
month
From 1
month to 3
months
From 3
months to 12
months
Over 12
months
Trade and other receivables
900
44
5
303
Provisions for doubtful debts
-
-
-
(4)
Total
900
44
5
299
11.
Cash and cash equivalents
The analysis of cash and cash equivalents is as follows:
Group
Company
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Cash in hand
1
2
-
2
Short term bank deposits
3.323
4.275
1.253
2.481
Total
3.324
4.277
1.253
2.483
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
72
12.
Share Capital and purchase of treasury shares
The Share Capital is analyzed as follows:
Shares
Number
Share
Capital
Balance December 31, 2021
35.764.593
75.106
Balance December 31, 2022
35.764.593
75.106
13.
Reserves
Group
Company
01.01.2022
-
01.01.2021
-
01.01.2022
-
01.01.2021
-
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Statutory reserve
677
380
491
294
Special reserve
2.742
2.742
2.742
2.742
Other reserves
(1.032)
(1.583)
(1.032)
(1.583)
Total
2.387
1.539
2.201
1.453
According to article 158 of Law 4548/2018, as in force, the Company is obliged to withhold from its net accounting profits an
amount of 5% per annum as a regular reserve, until the total of the regular reserve amounts to 1/3 of the paid share capital.
The regular reserve cannot be distributed throughout the life of the Company.
According to the decision of 06.09.2019 of the General Meeting of Shareholders approved the nominal reduction of the
Company's capital by the amount of 2.742 thousand, with a reduction of the nominal value of each common registered voting
vote of the Company from € 2,33 to € 2,10, according to article 31 of Law 4548/2018, for the formation of an equal amount of
special reserve. The Company will decide later how to use the above special reserve which cannot be distributed, either for
the purpose of re-capitalization or offset to amortize losses of the Company, according to Law 4548/2018, as in force.
The other reserves concern the costs of the share capital increase, totaling €50.071 thousand, which was completed on
December 20, 2019 and which were transferred from retained earnings. On 12/19/2022, the decision of the Piraeus Court of
Appeal was served on the Company, by which the Company's appeal for the refund of € 500 thousand, regarding the capital
accumulation tax, was accepted. The amount was attributed to the Company on 24.01.2023. The Company has made an
application which was approved and expects to collect the legal interest on the above amount. An amount of € 51.000
concerning the 1/1000 fee in favor of the Competition Commission was awarded to the Company on 29.11.2022.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
73
14.
Retirement Benefit Obligations
According to the legislation, employees are entitled to compensation in case of dismissal or retirement, the amount of which
varies depending on salary, the years of service and the manner of departure.
The amounts recorded in the Consolidated Financial Statement have been determined as follows:
Group and Company
31.12.2022
31.12.2021
Present value of unfunded obligations
10
10
Liability in the Statement of Financial Position
10
10
The amounts recognized in the Statement of comprehensive income is as follows:
31.12.2022
31.12.2021
Service cost
(2)
(8)
Total amount included in employee benefits
(Note 20)
(2)
(8)
The change of the liability that has been recognized in the Statement of Financial Position is as follows:
31.12.2022
31.12.2021
Opening balance
10
17
Service cost
2
(8)
Actuarial gains/(losses) from change in financial
assumptions
(2)
1
Closing balance
10
10
The main actuarial assumptions used are:
31.12.2022
31.12.2021
Discount rate
3,61%
0,45%
Inflation rate
1,70%
1,70%
Future salary increases
1,70%
1,70%
According to the legislation, employees are entitled to compensation in the event of their retirement, the amount of which
varies according to salary, years of service and the method of retirement. The provision for severance pay is reflected in the
financial statements in accordance with IAS 19 "Employee Benefits" and is based on an independent actuarial study.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
74
15.
Borrowings
Group
Company
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Sort term borrowings
661
486
660
-
Government loan
-
67
-
-
Bond loans
33.916
29.600
33.916
29.600
Total borrowings
34.577
30.153
34.576
29.600
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Long-term borrowing
Government loan
-
67
-
-
Bond loans
32.166
28.508
32.166
28.508
Long-term borrowings
32.166
28.575
32.166
28.508
Short-term borrowings
Sort term borrowings
661
486
660
-
Bond loans
1.750
1.092
1.750
1.092
Short-term borrowings
2.411
1.578
2.410
1.092
Total borrowings
34.577
30.153
34.576
29.600
The maturity of loans is as follows:
Group
Company
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Up to 1 year
2.411
1.578
2.410
1.092
From 1 to 5 years
15.328
6.371
15.328
6.304
Over 5 years
16.839
22.204
16.839
22.204
34.577
30.153
34.576
29.600
The liabilities from the above bond loan are secured by collateral on the real estate investment (see Note 27). According to
the terms of most loan agreements, the Group and the Company are required to comply with specific financial indicators.
During the entire duration of the existing borrowing, the Group and the Company met the obligations of compliance with
these covenants.
All the Group's loans have a fluctuating interest rate. The contractual revaluation dates are limited to a period of up to 6
months. The Group is exposed to interest rate range prevailing in the market, which affect its financial position and cash flows.
Borrowing costs may increase or decrease as a result of such ranges.
The average effective interest rate of the Group's debt obligations amounts to 2,85% for 2022, compared to 2,25% for 2021.
On June 14, 2019, the Company entered into a joint bond issue program with EUROBANK SA. of up to € 20,000 thousand. On
December 31, 2021, the amount of outstanding bonds amounted to € 11.845 thousand, while on December 31, 2022, the
contractual balance of outstanding bonds amounted to € 11.260 thousand.
On May 5, 2021, the Company issued a joint bond loan with Alpha Bank A.E. of up to € 10.000 thousand. On 31.12.2022, the
contractual balance of the outstanding bonds amounts to € 9.625 thousand.
On October 20, 2021, the Company issued a new joint bond loan with Alpha Bank A.E. amount up to € 20.000 thousand. On
08.12.2021 bonds amounting to € 8.000 thousand were issued, while on 18.01.2022 and 25.08.2022 additional bonds were
issued amounting to € 2.000 thousand and € 3.300 thousand respectively. On 31.12.2022, the contractual balance of
outstanding bonds amounts to € 13.175 thousand.
From the mutual debt program with Alpha Bank A.E. the Company on 01.03.2022 and 02.06.2022 was financed with a total
amount of € 2.600 thousand, which was repaid by issuing a new series of bonds on 25.08.2022. On 30.11.2022 the Company
was financed through a mutual account with an amount of € 1,3 million for the purchase of real estate in Aspropyrgos Note
6), of which € 650 thousand was repaid on 28.12.2022 and € 400 thousand was repaid on 24.01.2022
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
75
In addition, based on a mutual loan agreement with the National Bank of Greece S.A., the Company was financed on
27.04.2022 with a total amount of € 550 thousand, which was repaid on 11.10.2022.
On 21.06.2022 the subsidiary "Plaza Hotel Skiathos M.A.E" was financed through the mutual loan amounting to € 100 thousand
with expiry on 21.09.2022. The subsidiary had financed through a mutual account on 23.08.2022 and 12.09.2022 in the amount
of € 350 thousand which was repaid on 23.11.2022 and 12.12.2022 respectively.
The subsidiaries "Plaza Hotel Skiathos M.A.E" and "Sarmed Warehouses A.E." on 28.07.2022 they proceeded to repay the grant
of the state loan in the initial amount of € 67 thousand of which half (50%) for "Plaza Hotel Skiathos M.A.E" and 66,7% for
"Sarmed Warehouses.A.E" was not returned. Due to the one-time payment there was an additional discount of 15%.
The change in total borrowing for the year 2022 of the Group is presented below:
Loans
Lease
obligations
Total
Balance December 31, 2021
30.153
23
30.176
Cash flows
4.374
(13)
4.361
Accrued interest
50
-
50
Loan issuance costs
13
-
13
Amortization of the present value of modified Loans
38
-
38
Acquisition of fixed assets by lease / amendment of
contracts
-
21
21
Other non-cash flows
(51)
-
(51)
Balance December 31, 2022
34.577
31
34.608
The change in total borrowing for the year 2021 of the Group is presented below:
Loans
Lease
obligations
Total
Balance December 31, 2020
18.313
76
18.389
Cash flows
12.058
(13)
12.045
Accrued interest
58
-
58
Loan issuance costs
(68)
-
(68)
Amortization of the present value of modified Loans
(208)
-
(208)
Solution of leased assets / amendment of contracts
-
(40)
(40)
Balance December 31, 2021
30.153
23
30.176
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
76
16.
Trade and other payables
The analysis of trade and other payables is as follows:
Group
Company
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Suppliers
630
405
605
216
Amounts due to related parties
(Note 28)
13
11
12
12
Accrued expenses
346
186
321
155
Social security funds
146
162
102
87
Customer advances
2
-
2
-
Property Tax (ENFIA)
44
95
44
4
Deferred income
10
10
10
10
Other liabilities
425
1.215
425
4.659
Rental guarantees received
645
435
645
435
Total
2.261
2.519
2.166
5.578
Liabilities classification:
Group
Company
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Non-current
904
434
904
434
Current
1.357
2.085
1.262
5.144
Total
2.261
2.519
2.166
5.578
Other liabilities as of 31.12.2022 include an amount of € 273 thousand which concerns a guarantee of good performance of
the Company's property under construction in Aspropyrgos (KAD 2), and a withholding amount of 10% from the total amount
of the contract for renovations of other investment properties, against amounting to €1,079 thousand in 2021. The reduction
is due to the completion of KAD 1 and the renovation of the subsidiary's Plaza Hotel Skiathos, with the return of the
performance guarantee.
17.
Rental Income
Group
Company
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Rental income from investment properties
7.970
5.592
5.441
3.312
rent subsidy
-
447
-
368
Other income
32
27
19
10
Total
8.002
6.064
5.460
3.690
The Group leases its properties under long-term operating lease contracts. Given that the Group's properties are located in
Greece, the annual rent adjustments are linked to the Greek VAT, while in most leases in case of deflation there is no negative
impact on the Group's income.
The "Rent Subsidy" category refers to the year 2021 and specifically to the compensation from the Greek government to the
legal entities’ lessors of 60% of the monthly rent for the months of January to June 2021, due to the mandatory reduction of
100% on the monthly rent for the businesses that remained closed by government order due to the COVID-19 pandemic.
The Group's rental income is not subject to seasonal fluctuations, except for the rental of mainly tourist properties where a
percentage of the turnover is provided in addition to the monthly rent which is calculated at the beginning of each year and
concerns the previous calendar year. The other revenues (€ 32 thousand) for 2022 and (€ 27 thousand) for 2021, concern
income from the sale of renewable energy sources of the photovoltaic plant installed on the roof of one of the buildings of the
subsidiary company SARMED Warehouses.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
77
The future aggregate minimum rentals receivable under non-cancellable operating leases, excluding future adjustments, are
as follows:
31.12.2022
31.12.2021
1
st
year
8.797
8.020
2
nd
year
8.651
7.993
3
rd
year
8.344
7.859
4
th
year
8.000
7.575
5
th
year
6.911
7.145
Over 5 years
24.697
26.346
Total
65.400
64.938
18.
Direct property related expenses
The direct expenses related to investment properties are analyzed as follows:
Group
Company
01.01.2022
-
01.01.2021
-
01.01.2022
-
01.01.2021
-
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Valuation fees
(47)
(38)
(40)
(34)
Expenses for lawyers, notaries
(12)
(1)
(12)
(1)
Insurance expenses
(112)
(103)
(72)
(64)
Office utilities and other service charges
(29)
(34)
(29)
(34)
Repair and maintenance expenses
(14)
(2)
(3)
(2)
Broker fees
(62)
(10)
(62)
(10)
Other Expenses
(9)
(72)
-
(72)
Total
(286)
(260)
(219)
(217)
The direct operating expenses incurred on leased and non-leased real estate were as follows:
Group
Company
01.01.2022
-
01.01.2021
-
01.01.2022
-
01.01.2021
-
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Leased properties
(283)
(166)
(216)
(123)
Vacant properties
(3)
(94)
(3)
(94)
Total
(286)
(260)
(219)
(217)
The broker fees of the 2022 financial year relate to the broker costs for the new lease of the property at 125-127 Kifisos Avenue
and for the sale of the property in Rethymnon.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
78
19.
Single Property Tax (ENFIA)
Group
Company
01.01.2022
-
01.01.2021
-
01.01.2022
-
01.01.2021
-
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Single Property Tax (ENFIA)
(703)
(643)
(473)
(372)
Total
(703)
(643)
(473)
(372)
The Single Property Tax (ENFIA) for the year 2022 compared to 2021, increased by 9,3% due to the increase due to the increase
in the objective values in the portfolio on 01.01.2022 (27 properties) compared to that on 01.01.2021 (28 properties).
20.
Personnel expenses
Group and Company
1.1.2022 -
31.12.2022
1.1.2021 -
31.12.2021
Salaries
(341)
(303)
Social security costs
(73)
(61)
Retirement benefit obligations expenses (note 14)
(2)
8
Distributed profits to staff and the Board
(216)
(160)
Other expenses
(23)
(56)
Total
(655)
(572)
The distributed profits to the staff and the Board of Directors. of the year 2022 concern a provision of € 216 thousand for
distributed profits of the year 2022 which will be paid in 2023 together with the dividend of the year 2022, while the
corresponding amount for the year 2021 concerns an amount of € 160 thousand that was distributed to the staff in 2022 from
the 2021 profits together with the 2021 dividend.
The number of employees of the Company as at 31 December 2021 was 9 persons, while on 31.12.2021 it was 8 persons.
The subsidiaries of the Group do not employ any personnel.
21.
Other operating expenses
Group
Company
01.01.2022 -
01.01.2021 -
01.01.2022 -
01.01.2021 -
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Remuneration of Board members
(90)
(86)
(90)
(86)
Third party expenses
(138)
(120)
(138)
(119)
Administrative expenses
(260)
(155)
(235)
(118)
Communal expenses and utilities
(owner-occupied)
(26)
(9)
(26)
(9)
Insurance expenses (D&O)
(10)
(8)
(10)
(8)
Other expenses
(116)
4
(107)
13
Total
(640)
(374)
(606)
(327)
The Group's administrative support costs of € 260 thousand (2021: € 155 thousand) include € 56 thousand (2021: € 61
thousand) related to costs of operational / administrative support services from affiliated companies (see Note 28).
Third party fees, administrative support expenses and other expenses for the fiscal year for 2022 include non-recurring
consultant fees of €126 thousand for services provided within the framework of the agreement signed on 23.02.2023 for the
purchase of real estate and shares and the merger through absorption of Intercontinental International REIC.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
79
The following fees concern the fees of the company PRICEWATERHOUSECOOPERS established in Greece, for the services it
provided to the Group for the years 2022 and 2021 and are included in the administrative support costs:
Group
Company
Group
Company
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Statutory Audit fees for the financial
statements of the Company
47
47
33
33
Tax audit certificate
13
13
7
7
Other audit tasks
17
13
17
13
Other fees
50
-
50
-
Agreed Upon Procedures related to
the “Statement of Investments”
The fee is included in the one of the statutory audit of the
annual financial statements
Total Audit Fees
127
73
107
53
22.
Financial income and costs
The net financial income and expenses are analyzed as follows:
Group
Company
01.01.2022 -
01.01.2021 -
01.01.2022 -
01.01.2021 -
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Bond Loans interest expenses
(869)
(320)
(869)
(320)
Open-end account interest expenses
(52)
(151)
(47)
(140)
Financial expenses
(8)
(5)
(7)
(5)
Amortization of present value of loan
(38)
-
(38)
-
Other interest income
-
214
-
214
Total
(967)
(262)
(961)
(251)
The amount of financial expenses for the year 2022 is increased due to the increase in financing rates as well as due to the
increase in the borrowing of the Group's companies. Also within the financial year 2021, interest on a bond loan of €188
thousand was capitalized regarding the financing of the storage and distribution center under development in Aspropyrgos
based on IAS 23. Other interest income includes an amount of €208 thousand as a consequence of the modification of the
terms of previous loans which did not lead to recognition interruption.
23.
Taxes
Group
Company
01.01.2022
-
01.01.2021
-
01.01.2022
-
01.01.2021
-
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Corporate tax (REIC)
(203)
(128)
(141)
(84)
Total
(203)
(128)
(141)
(84)
The Group's taxes for the year 2022 amounted to € 203 thousand compared to € 128 thousand in the year 2021, showing an
increase, due to the increase in the value of investments of the Group's companies and the increase in the reference rate
carried out by the E.K. .T in the second half of 2022.
Real Estate Investment Companies (REITs) in accordance with article 31 par. 3 of Law 2778/1999 as applicable are not subject
to income tax but are taxed at a tax rate equal to 10% on of the current intervention rate of the European Central Bank
(Reference Rate) plus 1 percentage point (10,0% * (ECB Reference Rate + 1,0%)), on the average of the most available six-
monthly investments at current prices. Therefore, the corporate tax for the first half of 2022 was set at 0,05% on the average
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
80
of investments plus reserves in each half. In the event of a change in the Reference Interest Rate, the resulting new basis for
calculating the tax is valid from the first day of the month following the change.
In the second half of 2022, the European Central Bank announced the increase in the benchmark interest rate from 0% in the
first half of 2022 to 2% thereafter. This led to the increase in the tax calculation rate for the second half of 2022.
Current tax liabilities include short-term liabilities to the tax authorities in accordance with what is provided by article 31 par
3. of Law 2778/1999, as applicable.
24.
Dividends per share
On April 19, 2022, the Ordinary General Meeting of the Company's shareholders decided to distribute a dividend of a total
amount of € 2.657 thousand, i.e. € 0,075 per share (net), from the profits of the fiscal year 2021 and previous years, which was
paid to the beneficiaries on April 29, 2022 On April 21, 2021, the Ordinary General Meeting of the Company's shareholders
decided to distribute a dividend of a total amount of € 2.124 thousand, i.e. € 0,06 per share (net), from the profits of the fiscal
year 2020 and previous years, which was paid to the beneficiaries on April 28, 2021.
The subsidiary "SARMED WAREHOUSES A.E" on July 8, 2022 by decision of the Annual General Meeting of the shareholders of
the subsidiary decided to distribute a dividend of a total amount of € 1.638 thousand, i.e. € 0,273 per share (net), from the
profits of the fiscal year 2021 of which amount € 1.110 thousand, i.e. € 0,185 per share (net), was distributed as an interim
dividend on October 12, 2021 and a specific amount of € 888 thousand was received by the Company within the 2021 fiscal
year, while the remaining amount was received by the minority shareholders. The remaining dividend to be distributed
amounts to € 0,088 per share (net), a total amount of € 528 thousand, paid on 15.07.2022, of which € 422 thousand was
received by the Company.
The subsidiary "SARMED WAREHOUSES A.E" on October 12, 2022, by decision of the Board of Directors. decided to distribute
an interim dividend of a total amount of €1.367 thousand, i.e. €0,2278 per share (net), from the profits of the fiscal year 2022,
of which an amount of €1.093 thousand was received by the Company within the fiscal year 2022, while the remaining amount
concerns minority shareholders.
25.
Earnings per share
Basic and diluted
The basic and diluted earnings per share are calculated by dividing the profit / (loss) attributed to the shareholders of the
Company, by the weighted average number of common shares outstanding during the period.
Group
Company
01.01.2022-
01.01.2021 -
01.01.2022
01.01.2021 -
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Profits after taxes
12.062
8.296
8.429
7.133
Profits attributable to the shareholders
11.147
7.802
8.429
7.133
Profits attributable to minority shareholders
915
494
-
-
Weighted average number of shares
35.764.593
35.764.593
35.764.593
35.764.593
Treasury shares
397.030
343.618
397.030
343.618
Weighted average number of ordinary shares
in issue
35.367.563
35.420.975
35.367.563
35.420.975
Basic and diluted earnings per share (€ per
share)
0,315
0,220
0,238
0,201
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
81
26.
Contingent Liabilities
Capital commitments
On 29.11.2022, the Company had entered into a contract for the construction of a new modern warehouse and distribution
building (KAD2) with a total area of 14.759 sq.m., fire protection specifications of class Z3 in Aspropyrgos, Attica. The
contractual consideration was agreed at € 7.969 thousand plus VAT. and will be paid gradually until the completion of the
project which is expected to be completed in the middle of 2024. The above contract is to be adjusted to include the increased
construction potential of 19.236,42 sq.m. instead of 14.758,57 sq.m. of KAD2 following the issuance of the relevant revision
permit dated 24.03.2023.
On 17.03.2023 the Company entered into a contract for the expansion of the hotel complex in Paros on a neighboring plot
with the construction of a complex of 12 suites and the increase of the hotel's capacity to 61 rooms and suites. The contractual
consideration was agreed at € 1.100 thousand plus VAT. and will be paid in stages until the completion of the project which is
expected to be completed at the end of 2024.
Legal cases
A third-party action is pending against the Company, which was served on the Company on 21.1.2022, pursuant to which it is
requested that the cadastral records be corrected in relation to the property owned by the company in Aspropyrgos with KAEK
20 050258050171/0/0. The correction concerns two sections with an area of 58,61 sq.m. and 1.090,42 sq.m. from the total of
102.813,17 sq.m. property of the Company in Aspropyrgos. The Company has opposed this lawsuit requesting its rejection for
both legal and substantive reasons and the determination of the formal discussion of the lawsuit is pending, while the plaintiff
has already requested the issuing of a postponement decision in order to proceed with a new filing of the lawsuit, given the
of its subsequent finding that some of the defendants have passed away. At the same time, the Company filed a lawsuit against
the sellers of the said properties to the Company, according to which they must pay the Company an amount corresponding
to the purcha
se price of the claimed parts as compensation due to a reduction of the Company's property and in accordance with the
provisions due to unjustified their enrichment. Therefore, the Company considers that it is not required to make any provision
for future liability.
27.
Existing Encumbrances
As part of the joint bond issue with Eurobank Ergasias A.E. of up to € 20.000 thousand (see Note 15) a pre-mortgage note has
been registered in favor of the lender "Eurobank Ergasias A.E.", amounting to € 26.000 thousand each for the properties Al.
Pantou 27, Kifisou Avenue 119, Kifisou Avenue 125-127, Loutro 65, Alamanas 1, El. Venizelou 280 and the "Mr&Mrs White
Paros" hotel. In addition, all rights of the Company have been assigned as derived from the leases and insurance contracts of
the aforementioned properties.
In the context of the issuance from 27.05.2021 of a joint bond loan with Alpha Bank A.E. of up to € 10.000 thousand, a mortgage
note has been registered in favor of the lender "Alpha Bank A.E.", in the amount of € 12.000 thousand each for the properties
Al. Panto 19-23, Al. Pantou 25 and Argyroupoleos 2A. In the context of the issuance from 20.10.2021 of a joint bond loan with
Alpha Bank A.E. of up to € 20.000 thousand, a mortgage note has been registered in favor of the lender "Alpha Bank A.E.",
amounting to € 24.000 thousand for the Company's logistics complex located in Aspropyrgos, Attica. In addition, all rights of
the Company have been assigned as derived from the leases and insurance contracts of the aforementioned properties.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
82
28.
Related party transactions
At the end of the current period the main shareholders of the Company, which hold significant direct or indirect within the
meaning of articles 9 to 11 of Law 3556/2007, are also the main shareholders of the Quest Holdings Group SA. and participate
directly in the management, in the control of the Company and the Group and there is administrative dependence, as well as
exercise of controlling influence in the Company. Based on these, there is a related party relationship between the Company
and the above Group.
At the end of the current period, Quest Holdings SA has investments in subsidiaries that are also related parties to the
Company.
All transactions with related parties are objective and are carried out on an arm’s length basis with the usual commercial terms
for similar transactions with third parties.
Related parties’ transactions are as follows:
Group
Company
01.01.2022 -
31.12.2022
01.01.2021-
31.12.2021
01.01.2022 -
31.12.2022
01.01.2021-
31.12.2021
i) Rental income investment properties
Subsidiaries
-
-
2
1
Quest Holdings S.A.
97
80
97
80
Other related parties
4.861
3.601
2.576
1.538
4.958
3.681
2.675
1.619
ii) Purchases of fixed assets
Subsidiaries
-
-
19
10
-
-
19
10
iii) Purchases of fixed assets
Quest Holdings S.A.
-
-
-
-
Other related parties
87
2
28
2
87
2
28
2
iv) Expenses related to services
Obtaining operational / administrative support
services
Quest Holdings S.A.
2
7
2
7
Other related parties
56
64
54
54
58
71
56
61
v) Management Benefits
Salaries and other short-term employee
benefits
88
77
88
77
Remuneration and benefits of senior executives
329
314
329
314
417
391
417
391
vi) End-of-year balances from rentals,-
purchases of goods / receipt of services
Receivables from related parties:
Quest Holdings SA
4
5
4
5
Other related parties
260
525
260
264
264
530
264
269
Liabilities due to related parties:
Quest Holdings SA
-
-
-
-
Other related parties
13
12
12
12
13
12
12
12
Long-term guarantees:
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
83
Quest Holdings SA
16
15
16
15
Other related parties
506
296
506
296
522
311
522
311
The service costs of a total amount of € 56 thousand (2021: € 64 thousand) refer to services offered by the related parties for
payroll management and IT and computerization services. The benefits to the Management in both 2022 and 2021 relate
mainly to short-term benefits to members of the Board of Directors and its committees and to senior executives.
29.
Unaudited tax fiscal years
As provided by no. 65A of Law 4174/2013, the Hellenic Joint Stock Companies and Limited Liability Companies, whose annual
financial statements are mandatorily audited by Statutory Auditors, registered in the public Registry of Law 4449/2017, have
the possibility to receive from the auditors the "Annual Certificate". The certificate is issued after a tax audit carried out by the
same Statutory Auditor or audit office that audits the financial statements. Following the completion of the tax audit, the
Statutory Auditor or audit office issues a "Tax Compliance Report" for the company, accompanied by the Appendix of Detailed
Information. This Report and the relevant Appendix are submitted electronically to the Ministry of Finance by the Statutory
Auditor or the audit office.
On 07.10.2022 the Company received a certificate of tax compliance for the year 2021 from PRICEWATERHOUSECOOPERS
Auditing Company. On 05.10.2022 the subsidiary "Sarmed Warehouses SA", received a tax compliance certificate for the year
2021 and the subsidiary "Plaza Hotel Skiathos M.A.E" on 04.10.2022 from PRICEWATERHOUSECOOPERS
Auditing Company.
For the year 2022, the relevant tax certificate has not yet been issued, the final date of submission of which is October 31,
2023. However, the Management estimates that no substantial changes are expected to occur in the tax obligations of the
Company and the Group, as reflected in the financial statements of the year in question.
30.
Events after the end of the reporting period
Investments
1.
On February 9, 2023 the Company issued additional bonds for a total amount of €1.000 thousand from the bond loan
program with Alpha Bank A.E. for the financing part of the construction of the new warehouse and distribution building
in Aspropyrgos, Attica.
2.
On February 23, 2023 contractual texts were signed between a) BriQ, b) the Cypriot company named "Ajolico Trading
Limited" (hereinafter "Ajolico"), majority shareholder of "Intercontinental International Real Estate Investment
Company" ( hereinafter "ICI") with a percentage of approximately 78.78% and c) of ICI, subject to the basic conditions
under which the Company and ICI will proceed with a merger through the absorption of ICI by BriQ, in accordance with
the provisions of law 4601/2019, of Law 4548/2018 and Article 54 of Law 4172/2013, of the Regulations of the Athens
Stock Exchange and of the Capital Market legislation (the "Transaction").
In particular, the Transaction will be carried out through the following stages described below:
A. Transfer of seventeen (17) properties of ICI to BriQ worth € 60.577 thousand based on estimates 30.06.2022, for a total
equal price. The difference between the price and the repayment amount of the loan obligations burdened by the specific
properties is to be distributed to the shareholders of ICI by reducing its share capital and distributing an interim dividend
(hereinafter "Stage A"). This first stage is estimated to be completed within the first half of 2023.
B. After the completion of Stage A, Ajolico will transfer by sale to BriQ, ICI issue shares, which correspond to approximately
26% of the share capital of ICI, as it will be formed after the distributions of Stage A for an amount of € 10.200 thousand,
including BriQ's right to receive ICI's dividend for the year 2022. (hereinafter "Stage B").
C. Following the completion of Stage B, the parties will proceed with a merger through the absorption of ICI by BriQ, in
accordance with the above-mentioned provisions, with an exchange relationship initially agreed as one (1) share of ICI
issue for every 1, 41787307238 new BriQ issue shares, while BriQ shareholders will retain the same number of common
shares they own.
Each of the above stages is subject to relevant and corresponding deferrals for similar transactions, including the
necessary approvals from the relevant corporate bodies and the competent supervisory authorities.
The Company's management is currently evaluating the accounting treatment of the transaction and the effect it will
have on the financial statements.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
84
3.
On 19/12/2022, the decision of the Piraeus Court was served on the Company, where the Company's appeal for the
refund of €500 thousand, regarding the capital accumulation tax, was accepted. The amount was attributed to the
Company on 24.01.2023. The Company has made an application which was approved and expects to collect the legal
interest on the above amount.
4.
On 02.02.2023 the subsidiary "SARMED WAREHOUSES A.E." with an extraordinary general meeting of shareholders
decided to reduce its share capital by the amount of € 1.200 thousand, with a reduction of the nominal value of each
share from € 1,00 to € 0,80.
5.
On 17.03.2023 the Company entered into a contract for the extension of the Mr&Mrs White Paros hotel complex in Paros
on an adjacent plot with the construction of a complex of 12 suites. With this expansion, the hotel's capacity will rise to
61 rooms and suites. The contractual consideration was agreed at € 1.100 thousand plus VAT. and will be paid gradually
until the completion of the project which is expected to be completed in 2024.
Corporate governance
Reorganization of the Board of Directors
Following the resignation due to a temporary personal disability of Mr. Efstratios Papaefstratiou from the position of
Independent - Non-Executive Vice-Chairman of the Company's Board of Directors and the Minutes of the Remuneration and
Nominations Committee from 10.03.2023, the Board of Directors proceeded on 13.03.2023 to restructure of with the election
of a new Vice-President and replacement of the resigned member by Mr. Panagiotis-Aristidis Halikias of Michael in accordance
with paragraph 3 of article 7 of the Company's Articles of Association and paragraph 1 of article 82 of Law 4548/2018.
Following the above, the Board of Directors was reconstituted in a body for the remainder of its four-year term, i.e. until April
1, 2024, which may be automatically extended until the first Ordinary General Meeting of the Company's shareholders after
its expiration, as follows:
1. Theodoros Fessas of Dimitriou, President - Non-Executive Member
2. Anna Apostolidou of Georgiou, Vice President - Managing Director - Executive Member
3. Apostolos Georgantzis of Miltiadis, Executive Member
4. Eftychia Koutsourelis, of Sophokleous, Non-Executive Member
5. Panagiotis - Aristides Halikias of Michael, Non-Executive Member
6. Eleni Linardou of Dimitriou, Independent - Non-Executive Member
7. Marios Lasanianos of Konstantinos, Independent - Non-Executive Member
The Members of the Board of Directors meet the eligibility criteria defined in art. 3 of Law 4706/2020 and under no. 60/2020
Circular of the Capital Market Commission and in the Suitability Policy of the members of the Board of Directors of the
Company, while each of the independent members of the Board of Directors meets the conditions of independence of Article
9 of Law 4706/2020. Following the above change, the number of independent non-executive members does not fall short of
the minimum number required by law. The immediately following General Meeting of the Company's shareholders will decide
again on the composition of the Board of Directors and on its independent non-executive members.
Reorganization of the Audit Committee
Following the reorganization of the Board of Directors, the Company with its decisions of 13.03.2023 appointed the following
members of the Board of Directors as members of the Audit Committee
1. President: Marios Lasanianos, of Constantinos, Independent - Non-Executive Member,
2. Member: Eleni Linardou of Dimitriou, Independent - Non-Executive Member,
3. Member: Theodoros Fessas of Dimitrios Non-executive Member,
Reorganization of the Remuneration and Nominations Committee
Following the reorganization of the Board of Directors, the Company with its decision of 13.03.2023 appointed the following
members of the Board of Directors as members of the Remuneration and Nominations Committee
1. President: Marios Lasanianos of Constantinos, Independent - Non-Executive Member,
2. Member: Eleni Linardou of Dimitriou, Independent - Non-Executive Member
3. Member: Theodoros Fessas of Dimitrios Non-executive Member,
No further significant events occurred after the Balance Sheet date affecting the present financial statements.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2022
(Amounts presented in thousand € except if otherwise stated)
85
The present annual Corporate and Consolidated Financial Statements for the year ended December 31, 2022 have been
approved by the Company's Board of Directors on April 3, 2023 and have been signed as follows:
Chairman of the Bod
Chief Executive Officer
Chief Accountant
Financial Controller
Theodore D. Fessas
Anna G. Apostolidou
Konstantinos I. Tsiagkras
Emmanouil A. Andrikakis
ID No. AΕ106909
ID No. AΜ540378
ID No. ΑΙ113404
ID No. ΑΟ133897
Reg.No. 0008340/ A'Class
Reg.No. 0008340/ A'Class