ELLAKTOR SA
25, ERMOU STREET, KIFISSIA 145 64
TAX ID NO.: 094004914-TAX OFFICE FOR SOCIÉTÉS
ANONYMES
SA Reg. No: 874/06/Β/86/16 – File No 100065
G.E.MI. (General Electronic Commercial Registry)
No 251501000
ANNUAL FINANCIAL REPORT
For the fiscal year from 1 January to 31 December 2022
(Pursuant to Article 4 of Law 3556/2007)
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(2) / (270)
Contents of Annual Financial Report
Α. Statements of Members of the Board of Directors……………………………………………………
3
Β. Annual Report of the Board of Directors…………………………………………………………………
4
Β.1. Annual Report of the Board of Directors of ELLAKTOR SA………………………..……
4
Β.2. Explanatory Report of the Board of Directors………………………………………………
87
Β.3. Corporate Governance Statement……………………….…...……….…….........................
90
C. Independent Auditor’s Report…………….………………………………………………………………….
129
D. Annual Financial Statements for the fiscal year from 1 January to 31 December 2022….….
139
E. Report on the Allocation of Capital Raised for the period 01.01.2022 to 31.12.2022………..
268
The annual financial statements of the Group and the Company and the Report on the Allocation of Capital
Raised from page 139 to page 270 were approved at the meeting of the Board of Directors held on 05 April
2023.
THE CHAIRMAN OF THE
BOARD OF DIRECTORS
THE CHIEF EXECUTIVE OFFICER
THE CHIEF FINANCIAL
OFFICER
THE HEAD OF THE
ACCOUNTING
DEPARTMENT
GEORGIOS
MYLONOGIANNIS
EFTHYMIOS BOULOUTAS
DIMOSTHENIS REVELAS
ANDREAS TSAGRIS
ID Card No AE 024387
ID Card No ΑΚ 638231
ID Card No ΑΡ 157944
ID Card No. AI 099022
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(3) / (270)
Α. Statements of Members of the Board of Directors
(pursuant to Article 4 par. 2 of Law 3556/2007)
The Directors of the société anonyme company trading under the name ELLAKTOR Société Anonyme with
the distinctive title ELLAKTOR SA (hereinafter the ‘Company’), with registered offices in Kifissia Attica, at
25, Ermou Street 25:
1. Georgios Mylonogiannis, son of Stamatios-Takis, Chairman of the Board of Directors
2. Efthymios Bouloutas son of Theodoros, CEO
3. Aristeidis (Aris) Xenofos son of Ioannis, Vice-Chairman of the Board of Directors, appointed as
per decision of the Company’s Board of Directors;
acting in our capacities as above, hereby declare that, to the best of our knowledge:
(a) The annual financial statements of the Group and the Company for the fiscal year 1 January 2022 to
31 December 2022, which have been prepared in accordance with the applicable international accounting
standards, fairly represent the assets and liabilities, the equity and the income statement of the Company,
as well as of the companies included in the consolidation taken as a whole, pursuant to the provisions of
Article 4 of Law 3556/2007, and
(b) the annual report of the Company’s Board of Directors fairly represents the information required under
Article 4(2) of Law 3556/2007.
Kifisia, 5 April 2023
THE CHAIRMAN OF THE
BOARD OF DIRECTORS
THE CHIEF EXECUTIVE
OFFICER
THE VICE-CHAIRMAN OF THE
BOARD OF DIRECTORS
GEORGIOS MYLONOGIANNIS
EFTHYMIOS BOULOUTAS
ARISTEIDIS (ARIS) XENOFOS
ID Card No AE 024387
ID Card No ΑΚ 638231
ID Card No ΑΚ 756177
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(4) / (270)
Β. Annual Report of the Board of Directors
Β.1. Annual Report of the Board of Directors of ELLAKTOR SA
On the consolidated and separate financial statements
for the fiscal year from 1 January to 31 December 2022
This report by the Board of Directors pertains to the twelve-month period of the year ended 2022 (1
January 2022 to 31 December 2022), and provides summary financial and non-financial information
regarding the annual financial statements and results of ELLAKTOR SA (hereinafter the “Company”) and
the ELLAKTOR Group of Companies. The Report outlines the most important events taking place during
2022, and the effect that such events have had on the financial statements, the main risks and uncertainties
faced by the Group, while it also sets out qualitative information and estimates regarding future activities.
Lastly, the report includes important transactions entered into between the Company and Group and
related parties, as well as the Corporate Governance Statement, pursuant to Articles 152 and 153 of
Law 4548/2018, and Articles 1 to 24 and Article 74 of Law 4706/2020.
The companies included in the consolidation, apart from the parent company ELLAKTOR SA, are those
mentioned in Note 43 of the attached financial statements.
This Report was drawn up in accordance with Articles 150-154 of Law 4548/2018, Article 4 of Law
3556/2007 as well as the executive decisions issued to this effect by the Hellenic Capital Market
Commission, and accompanies the financial statements for the fiscal year 1 January 2022 to 31 December
2022.
I. Introduction
In 2022 a series of important and interdependent events hit the global economy, causing significant
disruptions, mainly in Europe. With the effects of the pandemic gradually receding, the war in Ukraine
triggered a new crisis, with continuous price increases mainly in energy and food, thus exacerbating food
insecurity and poverty in many developing countries, while not leaving other richer ones unaffected.
However, the EU economy was marked by a particular momentum in the first half of 2022, but slowed in
the third quarter, although slightly less than expected. In the fourth quarter, despite strong shocks, the
EU economy avoided the shrinking expected in autumn forecasts.
In this context, the Greek economy has already demonstrated considerable resilience and is already in the
upward phase of its economic cycle, with projected high rates of economic growth and a positive
production gap for the coming years. This was achieved owing to the remarkable support provided to the
economy of Greece by the EU Resilience and Recovery Fund (RRF), as well as government measures that
mitigate the impact of energy prices on business costs and household net disposable income.
Another important change in the country's economy was the fact that Greece's enhanced surveillance
regime ended on 20 August 2022 and the first monitoring report based on the established Post-
Programme Surveillance ("PPS") was published on 22 November 2022.
The growth rate of the economy in Greece is expected to remain above the average in the Eurozone and
the European Union in the period 2022-2024. Thus, for 2022, the European Commission (European
Economic Forecast, Winter 2023, February 13, 2023) predicted a growth of 5.5 % for Greece, while for the
Eurozone a growth of 3.5 %. However, according to the figures announced by ELSTAT (07.03.2023), the
GDP increased by 5.2 % in the fourth quarter of 2022, on an annual basis, against a corresponding increase
of 4.4 % that had occurred in the third quarter, resulting in a 5.9 % growth rate for the Greek economy.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
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In addition, 2022 was marked by severe inflationary pressures. In Greece, inflation is expected to decrease
from 9.3 % in 2022, to 4.5 % in 2023 and 2.4 % in 2024, while in the EU inflation is expected to decrease
from 9.2 % in 2022 to 6.4 % in 2023 and to 2.8 % in 2024, and in the Eurozone from 8.4 % in 2022 to 5.6 %
in 2023 and to 2.5 % in 2024.
Fiscal targets regarding the general government primary balance were set at a deficit of 1.6 % of GDP for
2022, but a surplus of 0.7 % of GDP is anticipated for 2023. In this way, the budgetary balance is
maintained for the period in question and, in parallel with the existence of sufficient cash reserves, the
necessary resources to meet the challenges in 2023 are ensured. The above figures for 2023 include all
fiscal measures, amounting to €3.1 billion from national resources and €1.1 billion from co-financed
resources, and an additional €1 billion for additional costs to deal with increased inflation and the energy
crisis. These are subsidies for household and business electricity consumption, an increase in the heating
allowance and expansion of the eligible groups, subsidies for natural gas prices and other tax cuts, and
subsidies for low-wage pensioners and vulnerable households.
In addition, for the year 2023, there is scheduled allocation of resources from the Public Investment
Programme amounting to €8.3 billion and €7 billion from the Recovery and Resilience Fund, of which €3.6
billion from the grants section, in which ~440 projects and emblematic investments amounting to €
1
~13.7 billion have been included.
With regard to the ELLAKTOR Group, the following significant events took place during the fiscal year
2022:
o On 06.05.2022, RB Ellaktor Holding BV, a 100% subsidiary of Reggeborgh Invest BV, launched a
voluntary tender offer (VTO) for the acquisition of all the common registered voting shares of
ELLAKTOR SA that it did not hold at the time of submitting the VTO, with a purchase price of
€1.75 per share in cash. Upon completion of the VTO process, the voting shares held (directly and
indirectly) by Reggeborgh Invest BV represented 46.15% of the total share capital of ELLAKTOR
SA.
o On 06.05.2022, Motor Oil Hellas (MOH) acquired 29.9% of the share capital of ELLAKTOR, while
the ELLAKTOR Group received a bid from MOH, with which the latter expressed its interest in
acquiring 75% of a new company to which the Renewable Energy Sources (RES) sector of the
Group will be transferred. On 13.05.2022, the Board of Directors of ELLAKTOR discussed and made
decisions regarding the proposal for the acquisition of the RES sector by MOH and appointed a
financial advisor to prepare an opinion on the legality and reasonableness of MOH’s bid received
(fairness opinion).
o On 01.08.2022, and after the evaluation process of the bid in question by the financial advisor,
who gave an opinion on the fairness of the price (fairness opinion), the Board of Directors of the
Company convened an Extraordinary General Meeting of its shareholders on 25.08.2022, which
approved: (a) the Transaction for the transfer by the Company of 75% of the Renewable Energy
Sources sector to the company trading as “MOTOR OIL RENEWABLE ENERGY SINGLE-PERSON
S.A.” and the granting of a license according to articles 99-101 of Law 4548/2018 for the drawing
up and signing of the Share Purchase Agreement and the Shareholders Agreement and (b) the
authorization of the Board of Directors to take any action that may be required by ELLAKTOR for
the implementation and completion of the Transaction without limitations, including any
amendments on the contractual documents to be concluded.
1
Data from the Recommendation Report of the 2023 State Budget, November 2022
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
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o On 01.08.2022, due to the acquisition of shares offered to the RB ELLAKTOR HOLDING B.V.
company, a subsidiary of REGGEBORGH INVEST B.V., a shareholder of ELLAKTOR, as a result of a
Voluntary Tender Offer submitted by RB ELLAKTOR HOLDING B.V. on 06 May 2022, the total
participation (direct and indirect) of REGGEBORGH INVEST B.V. in the Issuer's share capital and
voting rights amounted to 46.15 % of the total voting rights of ELLAKTOR SA.
o In this regard, on the same date, a takeover offer, in cash, was launched by ELLAKTOR VALUE PLC,
a subsidiary of ELLAKTOR SA, to the holders of the First Class Covered Bonds (Bondholders), as a
result of the occurrence of a Change of Control event, which activated a mandatory proposal for
the Issuer to redeem the Bonds at a price of 101%, in accordance with the current contractual
framework of the Bonds and the relevant Offer Bulletin from 01.08.2022. Until the end of the
redemption period, i.e. on 21.09.2022, Bondholders holding Bonds with a nominal value of €497
million (i.e. 74.2% of all Bonds) accepted the redemption offer.
o On 22.09.2022, the Company issued a joint bond loan of €500 million, in accordance with the
provisions of Law 4548/2018 and Article 14 of Law 3156/2003 as in force, with a maturity of 18
months, which was fully covered by Eurobank S.A., with the aim of partially financing the
repayment of the first class (senior) bonds of the international bond loan issued by its subsidiary
ELLAKTOR VALUE PLC (Issuer), with a total nominal value of €670 million, due on December 15,
2024. Finally, the loan was fully repaid by 31.12.2022.
o On 23.09.2022, the payment was made to the Bondholders who offered their Bonds.
o On 24.11.2022, it was decided to submit a proposal for the redemption of the balance of the
bonds to the Bondholders of the International Corporate Bond (ICB), by ELLAKTOR VALUE PLC,
with a nominal value of €172,843,000, due in 2024, at a price of 101.594%.
o With the decision of 29.11.2022 of the Extraordinary General Meeting of the shareholders of
ELLAKTOR SA, the split of the Renewable Energy Sources Sector was approved, which was
demerged and transferred to the company under the name "ANEMOS RES SINGLE-PERSON
SOCIETE ANONYME”, which was established for that purpose, by virtue of the Notarial Deed of
Demerger and Establishment of a new company No 1039/29.11.2022, which was approved and
registered by the General Registry of Commerce (GEMI No 11966/01.12.2022) and in the context
of which the first Board of Directors was appointed, as well as the first powers of representation
were assigned. The newly established company with the name "ANEMOS RES SINGLE-PERSON
SOCIETE ANONYME" was assigned the GEMI No 165785501000.
o On 14.12.2022, after obtaining all the necessary approvals and licenses from the competent
authorities in accordance with the applicable legislation, the transaction for the transfer from the
Company of the Renewable Energy Sources sector to the company ANEMOS RES HOLDINGS SA
(ANEMOS HOLDINGS), a subsidiary of MORE by 75%, and in which ELLAKTOR participates with a
percentage of 25%, was completed. The total price for the transfer of 75% to ANEMOS HOLDINGS
amounted to €671.5 million (equity value).
o On 15.12.2022, the redemption of the balance of the bonds to the Bondholders was completed
and with this transaction the full repayment of the entire International Corporate Bond (ICB) of
€670 million (issued in 2019) was performed, two years earlier than its scheduled maturity date.
Moreover, the major events that took place during the fiscal year 2022, per activity sector, are as follows:
• In the construction sector:
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
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‒ AKTOR focused on the actualisation of important projects such as the Thessaloniki Metro, the
Bucharest Centura A0 ring road as well as the implementation of main Road Axes and railway
projects in Greece and Romania.
‒ The organisational, operational and financial restructuring of the Sector continued during the
year, with the further streamlining of all expenses, the evaluation and implementation of
alternatives in relation to non-operating assets, as well as the undertaking of initiatives for the
more efficient management of cash reserves, and the optimisation of the financing structure as
well. In addition, the supervision of project execution and Procurement management through a
central department and the gradual commissioning of a new ERP is being strengthened, and at
the same time, the tender submissions policy has been overhauled, targeting only profitable
projects.
• In the Concessions sector:
‒ Motorway traffic increased by 17.4% compared to 2021, with Attiki Odos traffic having increased
by 12.5% in the period January – December 2022, compared to the corresponding period in 2021.
‒ On 25 February 2022 the Contracting Authority declared the AKTOR CONCESSIONS (60%) -
INTRACAT (40%) association of persons as Temporary Contractor for the project “Design,
Construction, Financing, Commissioning and Maintenance of the South-West Peloponnese
Kalamata – Rizomylos – Pylos – Methoni Road Axis section, through a PPP”.
‒ The 18 March 2022 is the set start date for the 74 km Patras-Pyrgos Motorway at Olympia Odos.
‒ On 7 June 2022, the Contracting Authority declared the GEK TERNA (55%) – AKTOR
CONCESSIONS (20%) – INTRAKAT (25%) association of persons as Temporary Contractor for the
project “Design, Construction, Financing, Commissioning and Maintenance of the Northern Road
Axis of Crete, Hersonissos - Neapoli Section, through a PPP”.
‒ On 8 July 2022, the HRADF announced the pre-selection of the investment schemes that meet
the criteria for participation in the second phase of the international tender for the new Attica
Road concession, which was announced in January 2022, among which was the “Association of
persons AKTOR CONCESSIONS S.A. – AVAX SA – ARDIAN INFRASTRUCTURE” scheme. The
deadline for submission of binding bids is set for 29.05.2023.
• In the Environmental sector:
‒ The Helector Group, within the financial year 2022, operated 5 municipal waste treatment units
with a capacity exceeding 800,000 tons per year, 2 clinical waste treatment units, as well as 4
energy production projects utilising landfill biogas with a total installed capacity exceeding 33
MW.
‒ Through a special purpose S.A. scheme in which it holds a 60% stake (EPALTHEA S.A.), and within
the framework of a public tender process, HELECTOR SA signed with the Special Interlevel
Association of the Prefecture of Attica (EDSNA) a ‘Modernisation, Upgrading, Conversion &
Operation, by concession, of a Hazardous Medical Waste Thermal Treatment Plant concession
contract, and similar contracts with an estimated value of €81.1 million, excluding VAT, plus a
relocation option with an estimated value of €5.0 million excluding VAT’.
‒ An energy utilisation unit for the biogas released from the West Macedonia Landfill was put into
operation in May 2022, with a capacity of 1.26 MWe in which HELECTOR SA participates through
the joint venture scheme “BIOGAS EXPLOITATION JOINT VENTURE OF WESTERN MACEDONIA
HELECTOR SA - THALIS E.S S.A.” (participation in HELECTOR S.A. 60%)
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
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‒ On 31.12.2022, the German subsidiary (100%) HRO GmbH completed the agreement for the
operation of the waste treatment plant of the city of Osnabruck (Germany).
‒ In addition, through successful mediation, HELECTOR, received compensation for extra-
contractual construction works of past years, amounting to approximately €1.7 million.
‒ Moreover, under Article 37 (“Extraordinary levy on electricity producers”) of Law 4936/2022
(Government Gazette, 105 A 27.05.2022), an extraordinary levy was imposed on the revenues
from the sales of renewable electricity (based on the increase in the gross profit margin) made in
the Day-Ahead Market based on the Market Clearing Price for the period between 1 October
2021 and 30 June 2022. The levy was calculated per month, by applying a rate of ninety percent
(90%) on the positive difference of the Gross Profit Margin of the debtor, between the month of
examination and the same month of the previous year, deducting any discounts to final
consumers and refunds, under the Bilateral Contracts for the Purchase and Sale of Electricity.
According to RAE decision ref. O-98578 “Information regarding the determination of the
temporary amount of extraordinary levy pursuant to JMD No
YPEN/DHE/111281/4111/26.10.2022 on the extraordinary levy on electricity producers under
Article 37 of Law 4936/2022 (Government Gazette, A' 105)”, the amount of the above levy was
determined at €9.3 million (impact on EBITDA level €8.4 million), and the amount was certified
pursuant to Decision YPEN/DHE/115901/4242 entitled “Imposition of an extraordinary levy under
Article 37 of Law 4936/2022 to the company named “VIOAERIO - ENERGY ANO LIOSIA S.A.
(VEAL)”. Of the total amount imposed, €2.9 million pertain to the 2021 fiscal year (impact on
EBITDA level €2.6 million).
‒ Finally, based on Decision ref. YPEN/DHE/70248/2434, the maximum electricity sales price was
set at €85/MWh for the RES portfolios that fall within the framework of the operation of the
Temporary Mechanism for Returning Part of Day-Ahead Market Revenues (pursuant to Article
12A of Law 4425/2016) whose implementation date is 8 July 2022. The aforementioned regulation
affects part of the electricity produced by VEAL SA (13.8 MW capacity) for which the Power
Purchase Agreement (PPA) has expired. For the units that have Operational Support Contracts for
Differential Surcharge, the difference between the respective Reference Price and the above
administratively determined price will be debited by DAPEEP.
• In the real estate development segment:
‒ The Sector’s revenues come from the lease of the stores of the YIALOU COMMERCIAL & TOURIST
SA in the commercial park in Spata.
‒ The comparison of the key indicators of the SMART PARK in the year 2022 and the corresponding
period in 2021 cannot lead to clear conclusions given the temporary closure of the stores in 2021.
‒ Despite all this, a significant increase in the Park’s traffic by 13% for 2022 was observed compared
to 2019 when it was operating throughout the year and 43% compared to 2021.
‒ Despite the unfavorable conditions in the economy due to inflationary pressures and the Energy
Crisis, a significant increase of 14% was observed in the turnover of the stores during the period
May-December 2022 compared to the corresponding period of 2021, when the stores were
operating without any restrictive measures.
• In the field of Renewable Energy Sources & WIND RES SOLE INDIVIDUAL COMPANY ANONYMOUS
/Discontinued Activities:
‒ An approval of environmental conditions (AEPO) was granted by the competent authority for the
Styra I wind farm with an installed capacity of 160 MW in Evia, developed jointly with EDPR
through the subsidiary “SOFRANO Commercial S.A.”.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
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‒ An approval of environmental conditions (AEPO) was granted by the competent authority for the
Central Evia wind farm with an installed capacity of 214.2 MW, developed jointly with EDPR
through the subsidiary "EVOIKOS VOREAS S.A.". A PV plant producer certificate was granted to
Epirus, with an installed capacity of 26.42 MW.
‒ A RES Producer Certificate was granted to Evia (Styra II), with an installed capacity of 35 MW
through the subsidiary "SOFRANO Commercial SA".
ΙI. Overview of the Group’s results for 2022
Comments on Key Figures of the Income Statement and Balance Sheet 2022
The consolidated revenues of the Group for the financial year 2022 amounted to €1,043.5 million, of which
€944.0 million relate to continuing operations of the Group, compared to €915.5 million in the financial
year 2021, showing an increase of 14.0% (or €128.1 million)
Gross Profit (without depreciation) in the financial year 2022 amounted to €249.2 million, of which €169.9
million relates to continuing operations, compared to €207.2 million last year, marking an increase of
20.3% or €42.0 million. This increase came mainly from the Concessions sector where Gross Profit (without
depreciation) improved, compared to 2021, by €24.1 million.
Distribution and administrative expenses (without depreciation) for 2022 amounted to €61.5 million
compared to €54.8 million in 2021, i.e. it rose by 12.2% or €6.7 million.
The Group's EBITDA in 2022 amounted to €239.2 million, of which €164.0 million relates to continuing
operations, compared to €164.9 million in 2021, i.e. increased by 45% (or €74.3 million). The EBITDA of
the continuing operations, and consequently of the Group, increased significantly due to a profit of €65.8
million, as a result of the fair value revaluation of the 25% stake in ANEMOS RES. It was also positively
affected by the Construction sector, which reduced its operating losses (EBITDA - €1.7 million compared
to - €75.4 million in 2021), but also the improvement in the performance of the Concessions sector which
further strengthened the total EBITDA + €8.8 million, compared to the 2021 financial year.
Operating results (EBIT) amounted to profits of €143.2 million, of which €80.4 million relate to continuing
operations, compared to profits of €53.9 million for the previous financial year, an increase of 165.6% ( +
€89.3 million).
In terms of profit before tax (PBT) the Group presented profits of €67.7 million, of which €17.9 million
relate to continuing operations, compared to losses of €28.6 million for last year and profit after tax (PAT)
also stood at €518.6 million, of which losses of €18.3 million relate to continuing operations, against losses
of €58.4 million in 2021. The aforementioned profits after tax for the year 2022 include an amount of
€497.4 million (non-recurring) profits from the transaction/sale of the Renewable Energy Sector (RES).
Amounts in € million
2022
2021
*C.O. =Continuing Operations
*D.O. =Discontinued Operations
C.O.*
D.O.*
Total
C.O.*
D.O.*
Total
Sales
944.0
99.5
1,043.5
809.8
105.7
915.5
Cost of sales (without depreciation)
(774.1)
(20.2)
(794.3)
(688.5)
(19.8)
(708.3)
Gross profit
169.9
79.3
249.2
121.3
85.9
207.2
Selling & administration expenses (without
depreciation)*
(60.6)
(0.9)
(61.5)
(53.4)
(1.4)
(54.8)
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for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
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Amounts in € million
2022
2021
*C.O. =Continuing Operations
*D.O. =Discontinued Operations
C.O.*
D.O.*
Total
C.O.*
D.O.*
Total
Other income and Other gain/(loss) (without
depreciation)*
49.7
(3.0)
46.7
9.0
(0.1)
8.9
Share of profit/(loss) from associates of core activities
5.0
(0.2)
4.8
3.7
(0.1)
3.6
Earnings before interest, taxes and depreciation
164.0
75.2
239.2
80.5
84.4
164.9
Depreciation and amortisation
(83.6)
(12.4)
(96.0)
(86.1)
(24.8)
(111.0)
Operating results
80.4
62.8
143.2
(5.6)
59.6
53.9
Income from dividends
1.6
-
1.6
1.0
-
1.0
Share of profit/(loss) from associates of non core
activities
0.3
-
0.3
(0.0)
-
(0.0)
Financial income/expenses
(64.5)
(13.0)
(77.4)
(71.8)
(11.6)
(83.5)
Profit/ (loss) before taxes
17.9
49.8
67.7
(76.5)
47.9
(28.6)
Income tax
(36.1)
(10.4)
(46.5)
(24.2)
(5.6)
(29.8)
Net profit/(loss) for the year from all activities
(18.3)
39.5
21.2
(100.7)
42.3
(58.4)
Gain on sale of RES sector
-
497.4
497.4
-
-
-
Net profit / (loss) for the financial year
(18.3)
536.9
518.6
(100.7)
42.3
(58.4)
The Group's cash and cash equivalents and readily realisable assets as of 31.12.2022 stood at €508 million
compared to €470 million as of 31.12.2021. The Group’s equity reached €913.5 million compared to €363.3
million on 31 December 2021, that is, an increase of €550 million, while the corresponding proportional
shares belonging to the majority shareholders stood at €827.9 million compared to €285.9 million
respectively, i.e. increased by €541.9 million, mainly due to the profit from the sale of the RES sector.
Total borrowings (net of lease liabilities) at the consolidated level amounted to €691.6 million as of
31.12.2022, compared to €1,461 million on 31.12.2021. Of total borrowings, the amount of €119.6 million
corresponds to short-term borrowings and an amount of €572,0 million to long-term borrowings. Total
borrowings include amounts from loans from MOREAS SA (co-financed project) without recourse to the
parent company, amounting to €406.6 million. Excluding the MOREAS SA loan, total borrowings at the
consolidated level amounted to €285 million on 31.12.2022.
Alternative Performance Measures (APMs)
The Group uses Alternative Performance Measures in its decision-making processes relating to the
assessment of its performance; such APMs are widely used in the segments in which it operates. Below
follows an analysis of the key financial ratios and their calculation:
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Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
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Profitability Ratios
Amounts in € million
2022
2021
Total
Sales
1,043.5
915.5
EBITDA
239.2
164.9
EBITDA margin %
22.9%
18.0%
EBIT
143.2
53.9
EBIT margin %:
13.7%
5.9%
Continuing
operations
Sales
944.0
809.8
EBITDA
164.0
80.5
EBITDA margin %
17.4%
9.9%
EBIT
80.4
(5.6)
EBIT margin %:
8.5%
(0.7%)
Definitions of Financial Figures and Breakdown of Ratios:
EBITDA (Earnings before Interest, Tax, Depreciation and Amortization): Earnings before interest, tax,
depreciation and amortisation, which is equivalent to the line ‘Operating Results’ in the Group’s Income
Statement, plus depreciation and amortisation in the Statement of Cash Flows.
EBITDA margin %: Earnings before Interest Tax, Depreciation and Amortisation to turnover.
EBIT (Earnings before Interest and Tax): Earnings before taxes, financial and investment results equivalent
to the line ‘Operating Results’ in the Group’s Income Statement.
EBIT margin %: Earnings before Interest and Tax to turnover.
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Amounts in € thousand, unless otherwise stated
(12) / (270)
Net Debt and Gearing Ratio
The Group’s net debt on both 31 December 2022 and 31 December 2021 is detailed in the following
table:
31-Dec-22
Amounts in € million
Total Group
Less:
MOREAS SA
(non-recourse
loan)
Group sub-total
(excluding
MOREAS SA loan)
Short-term borrowings
119.6
18.9
100.6
Long-term borrowings
572.0
387.6
184.4
Total borrowings
691.6
406.6
285.0
Less:
Cash and cash equivalents
413.5
20.5
393.0
Restricted cash deposits
75.1
20.9
54.2
Time Deposits over 3 months
10.0
-
10.0
Other financial assets at depreciable cost
9.4
-
9.4
Cash and assets that can be immediately
liquidated
508.0
41.4
466.6
Net Borrowing
183.6
365.2
(181.6)
Total Group Equity
913.5
Total Capital Employed
731.9
Gearing Ratio
(0.248)
31-Dec-21
Total Group
Less:
MOREAS SA
(non-recourse
loan)
Group sub-total
(excluding
MOREAS SA loan)
Short-term borrowings
82.0
20.2
61.8
Long-term borrowings
1,379.0
405.7
973.3
Total borrowings
1,461.0
425.9
1,035.1
Less:
Cash and cash equivalents
357.9
4.1
353.8
Restricted cash deposits
74.4
9.2
65.3
Time Deposits over 3 months
31.9
-
31.9
Other financial assets at depreciable cost
6.2
-
6.2
Cash and assets that can be immediately
liquidated
470.4
13.3
457.1
Net Borrowing
990.6
412.6
577.9
Total Group Equity
363.3
Total Capital Employed
941.2
Gearing Ratio
0.614
(*) Does not include short-term and long-term lease liabilities (IFRS16) for €63.4 million as at 31 December 2022 and €62.6 million
as at 31 December 2021 (Note 24)
The gearing ratio as at 31 December 2022 was -24.8% (compared to 61.4% as at 31 December 2021).
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Amounts in € thousand, unless otherwise stated
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Definitions of Financial Figures and Breakdown of Ratios:
Net debt: Total short-term and long-term loans less cash and cash equivalents, restricted cash, time
deposits over 3 months and Other financial assets at amortised cost.
Net corporate debt: Net Borrowings, excluding however the Net Borrowings of Concession companies
with non-recourse debt to the parent (i.e. excluding the company MOREAS S.A.)
Group gearing ratio: Net corporate debt to total capital employed.
Capital employed: Total equity plus net corporate debt.
Cash Flows
Summary statement of cash flows for the period up to 31 December 2022 compared to the same period
of 2021:
Amounts in € million
2022
2021
Cash and cash equivalents at year start
357.9
294.3
Net Cash Flows from operating activities
36.4
66.7
Net Cash Flows from investing activities
642.5
(4.9)
Net Cash flows from financing activities
(623.7)
3.0
Exchange differences in cash and cash equivalents
0.4
(1.1)
Cash and cash equivalents at year end
413.5
357.9
IΙΙ. Development of activities per segment
1. CONSTRUCTION
1.1. Important events
The Construction sector presented revenues of €554.7 million in fiscal year 2022 compared to revenues
of €462.7 million in fiscal year 2021, marking an increase of around 20%, which comes mainly from the
activity in Greece with the significant contribution of new projects, the construction of which started within
2022.
68% of the turnover came from domestic projects and 32% came from overseas.
The EBITDA of the Construction sector for the fiscal year 2022 was burdened with a loss of €1.7 million
compared to a loss of €75.4 million in fiscal year 2021. It should be clarified that the results of the fiscal
year 2021 were burdened with a loss of €26.2 million from the formation of a provision regarding the
decision of the International Court of Arbitration against the joint venture "Aktor - Larsen and Toubro -
Yapi Merkezi ve Sanayi - Sezai Turkes Feyzi Akkaya - Al Jaber Engineering", contractor of the project
"Execution of the Gold Line for the Doha Metro in the State of Qatar".
The operating results (EBIT) of Construction amounted to losses of €8.5 million compared to losses of
€84.1 million in the previous year. At the level of pre-tax results for year 2022, losses of €10.9 million were
incurred compared to losses of €93.7 million in 2021, while the construction sector had losses after taxes
of €15.7 million compared to losses of €99 in 2021.
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Amounts in € thousand, unless otherwise stated
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With regard to advancement on works in progress, emphasis was placed on the progress of works for the
Thessaloniki Metro, the Bucharest Centura A0 Ring motorway, as well as motorway and railway
construction projects in Greece and in Romania.
The Group has decided to focus geographically on Greece and Romania, which is a EU country and in
which the Group has accumulated experience and know-how and which also has substantial infrastructure
needs.
In addition, the Group is following a selective approach with regard to the pursuit of contracts in Qatar,
where it has facility management service contracts (O&M).
In 2022, AKTOR and its subsidiaries signed new contracts amounting to €907 million in Greece and
overseas, while additional contracts amounting to €45 million were signed after 31 December 2022.
The most important contracts signed in 2022 are described below with indication of the corresponding
budgets, in which AKTOR and its subsidiaries are participating, in relation to:
• Conversion to a highway of the North Road of Crete section: Neapoli - Agios Nikolaos in the
Peripheral Unit of Lassithi worth €139.4 million.
• Construction of the Patras-Pyrgos Motorway with a total length of 74.8 km, budgeted value: €105.3
million.
• Restoration and Maintenance of the Bucuresti-Craiova-Timisoara-Cluj-Brasov-Iasi-Galati-Constata
LOT 5 in Romania railway line, budgeted value: €94 million.
• Rehabilitation and Maintenance of the railway line Bucuresti-Craiova-Timisoara-Cluj-Brasov-Iasi-
Galati-Constata LOT 1 in Romania, budgeted value: €93 million.
• Extension of the Hamad Airport maintenance contract in Doha, Qatar, budgeted value: €73 million.
• Provision of services for the operation and maintenance of the Psyttalia Sewage Treatment Center
(KELD), budgeted value: €67.5 million.
• Construction of Kastoria-Ptolemaida provincial road with a tunnel in Kleisoura, budgeted value: €47.7
million.
• Provision of operation and support services for the toll stations of "Egnatia Odos SA", budgeted value:
€37.3 million.
• Restoration of the Corinth Isthmus, budgeted value: €24.7 million.
• Design, supply, installation, and commissioning of telecommunication systems, weak currents &
control of the extension to the Thessaloniki Metro in the direction of Kalamaria, budgeted value: €17.4
million.
• Construction of flood protection works in the wider area of the Thessaloniki vegetable market,
budgeted value: €15.3 million.
• Design, Construction, Operation and Maintenance of a 16 MWp Photovoltaic Park at Eleftherios
Venizelos Airport, budgeted value: €11.4 million.
During the fiscal year 2022, the subsidiary company TOMI signed contracts, budgeted value: €69.1 million.
AKTOR and its subsidiaries are the selected bidders for projects, with a total budgeted value: €625 million
(Group ratio). The main projects are as follows:
• Construction of the road axis Southwest Peloponnese, section Kalamata - Rizomylos - Pylos - Methoni,
budgeted value €151.1 million.
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Amounts in € thousand, unless otherwise stated
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• Completion of Kymis Avenue for the section from Attiki Odos (Kymis interchange) to Ethniki Odos
(Kalyftaki Interchange), budgeted value: €103.3 million.
• Construction of the Tsiknia Dam in the prefecture of Lesvos, budgeted value: €82.6 million.
• Conversion to a highway of the North Road of Crete section: Hersonissos - Neapoli, budgeted value:
€58 million
• Construction of a High Efficiency Combined Heat and Power Plant (CHP), budgeted value: €41.2
million
1.2. Outlook
The remaining backlog of projects yet uncompleted by AKTOR and its subsidiaries reached the sum of
€2.2 billion as of 31 December 2022. During 2022, contracts with a total value of €907 million were signed.
Subsequent to 31 December 2022, contracts with a value of €45 million have been signed. New projects
amounting to €625 million have also been secured, and the respective contracts are awaiting signature.
This raises the current total value of projects awaiting execution by AKTOR and its subsidiary companies
to €2.9 billion. In 2022, activities in Greece contributed approximately 68% of revenues in the construction
sector, and these also represent 59% of the construction backlog (including contracts awaiting signature).
In addition, AKTOR will be responsible for construction on Group projects in Gournes, Heraklion, as well
as at the Camba Estate in Kantza, Attica, with a total estimated budget in excess of €350 million.
Public investment is expected to rise, not only based on government announcements regarding the intent
to accelerate completion of projects, but also as a result of the Covid-19 pandemic stimulus measures to
promote recovery of the economies in countries where AKTOR is strategically active, which offers
significant opportunities in infrastructure projects related to the company's core activity.
1.3. Risks and uncertainties
The Group has limited its active presence beyond Greece exclusively to Romania and Qatar. In particular,
the projects it is undertaking in Qatar pertain exclusively to operation and maintenance services. It is
noted that the execution of construction projects always involves a risk of incurring penalties due to delays
in the execution of the works.
In order to deal with the challenges of the sector and the effects of the accumulated losses on its liquidity,
AKTOR took steps to handle more intensively its cash reserves, while at the same time implementing the
organisational, operational and financial restructuring plan, aiming at the further rationalisation of
expenses, as well as by taking initiatives for the more efficient management of cash reserves, but also the
optimisation of its financing structure.
The significant increases in the prices of raw materials, the energy crisis as well as the significant
geopolitical developments in Ukraine have created intense challenges for the domestic Construction
Sector in FY 2022 in terms of the execution path of existing projects. In order to compensate for the above
negative factors, legislative arrangements have already been made, such as the launch of the price revision
mechanism in public works contracts. As regards the new projects that are tendered, the price increases
have been incorporated into their budgets, thus limiting the risk of significant changes to the budgets
during their execution.
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for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
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2. CONCESSIONS
2.1. Important events
In 2022, income from the Concessions sector amounted to €269.0 million compared to €233.3 in 2021,
showing an increase of 15.3% or €35.7 million. This increase in revenue is due to the increase in traffic on
all highways and especially on Attiki Odos, compared to last year.
The EBITDA of the Concessions sector in the year 2022 was €151.5 million compared to €142.8 million last
year, marking an increase of 6.1% or €8.8 million affected by the aforementioned increased traffic. The
EBITDA margin stood at 56% in 2022 compared to 61% last year. However, the EBITDA of the Concessions
sector was burdened with an amount of €9.0 million due to the effects of the “Elpis” storm. Excluding this
negative effect, the sector’s comparable EBITDA amounts to €160.5 million (EUR +17.8 million).
Similarly, operating results (EBIT) were €83.1 million against €73.9 million in 2021, increased by 12.5%.
Profit before taxes stood at €65.8 million compared to €40.9 million (up by 60.9%) and profits after tax
stood at €46.4 million compared to €27.9m in 2021 (up by 66.5%).
AKTOR CONCESSIONS is seeking to broaden its portfolio of concession projects and is accordingly
participating in tender procedures for a series of new concession projects and public and private sector
partnerships (PPPs) The following is noted, inter alia:
• In January 2022, the association of persons HELECTOR - AKTOR CONCESSIONS submitted an
Expression of Interest Dossier for the project "Study, financing, construction, maintenance and
operation of the Integrated Waste Management System of Rhodes Island through PPP".
• In January 2022, the association of persons AKTOR - AKTOR CONCESSIONS - HELECTOR submitted
an Expression of Interest Dossier for the project "Operation, maintenance, repair and restoration of
the Fixed Assets of the External Water Supply System of Attica through PPP”
• In February 2022, AKTOR CONCESSIONS began participating in the 2nd Phase of the Tender: Β.Ι.
Stage: Competitive Dialogue for the PPP project “Implementation of Student, Educational, Research,
and Other Infrastructure Project for the Democritus University of Thrace through a PPP”
• On 25 February 2022, the Contracting Authority declared the AKTOR CONCESSIONS (60%) -
INTRAKAT (40%) association of persons as Temporary Contractor for the project “Design,
Construction, Financing, Commissioning and Maintenance of the South-West Peloponnese Roadway,
Kalamata – Rizomylos – Pylos – Methoni section, through a PPP”.
• In March 2022, the association of persons HELECTOR- AKTOR CONCESSIONS began participating in
the 2nd Phase of the Tender: Β.Ι. Stage: Competitive Dialogue for the “Waste Treatment Unit (WTU)
of the Western Sector of the Region of Central Macedonia project, through a PPP”.
• On 5 March 2022, the Law on Standard Proposals was published in the Government Gazette. AKTOR
CONCESSIONS is preparing a Model Proposal for ATHINA I which includes extensions of the current
road network of Attica to Lavrio (Phase 1 up to Kalyvia A/L), Rafina and Vouliagmenis Avenue (Phase
1 up to I/K S. Vembo).
• The 18
th
of March 2022 is the set start date for the 74 km Patras-Pyrgos Motorway at Olympia Odos.
• On 15 April 2022, by decision of HRADF, the tender for the project “Concession of port operation
services and the right to use, operate, manage and exploit the Marina of Kalamaria (Aretsou)” was
cancelled.
• In May 2022, the HELECTOR - AKTOR CONCESSIONS association of persons began participating in
the 2nd Phase of the Tender: Β.Ι. Stage: Competitive Dialogue for the “Waste Treatment Unit (WTU)
of the circular economy park of Attica project, through a PPP”.
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• In May 2022, the HELECTOR - AKTOR CONCESSIONS association of persons began participating in
the 2nd Phase of the Tender: Β.Ι. Stage: Competitive Dialogue for the “Waste Treatment Unit (WTU)
of the circular economy park of the Regional Unit of Piraeus project, through a PPP”.
• On 7 June 2022, the Contracting Authority declared the GEK TERNA (55%) – AKTOR CONCESSIONS
(20%) – INTRAKAT (25%) association of persons as Temporary Contractor for the “Design,
Construction, Financing, Commissioning and Maintenance of the Northern Road Axis of Crete,
Hersonissos - Neapoli Section project, through a PPP”.
• In June 2022, AKTOR CONCESSIONS started its participation in the 2nd phase of the tender: Β.Ι. Stage:
Competitive Dialogue for the “A) Integrated Intervention of Urban Regeneration and Utilisation of the
Industrial Estate of the Cotton Industry project in Nea Ionia, Volos, for the Creation of Student
Dormitories and Educational and Research Infrastructures of the University of Thessaly and B) Creation
of Student Dormitories and Educational and Research Infrastructures of the University of Thessaly in
Lamia, through a PPP.”
• In June 2022, the “AVAX SOCIETE ANONYME and AKTOR CONCESSIONS SINGLE-PERSON SOCIETE
ANONYME” association of companies started participating in the Second Phase of the Tender: Β.Ι.
Stage: Competitive Dialogue for the “Sub-concession of the Right to build, operate, manage, maintain
and exploit the Megayacht Marina project in Corfu”.
• In June 2022, within the framework of Phase B of the Tender Competition, an on-site visit was carried
out to the sites of the “Implementation of the project of student hostels, educational, research and
other infrastructures of the Democritus University of Thrace Project, through a PPP”.
• On July 8, 2022, the HRADF announced the pre-selection of the investment schemes that meet the
criteria for participation in the second phase of the international tender for the new Attica Road
concession, which was pre-approved in January 2022, among which was the “Association of persons
AKTOR CONCESSIONS S.A. – AVAX SA – ARDIAN INFRASTRUCTURE” scheme. The deadline for
submission of binding bids is set for 29.05.2023.
• On 5 August 2022 the association of persons ATTICA HOLDINGS S.A. (51%) — AKTOR CONCESSIONS
(49%) submitted a bid for the acquisition of a majority stake in the share capital of the Port Authority
of Igoumenitsa. Grimaldi Euromed was named Temporary Contractor.
• In October 2022, AKTOR CONCESSIONS began participating in the 2nd Phase of the tender: Β.Ι. Stage:
Competitive Dialogue “Construction of the Courthouses of Edessa, Serres, Kilkis and the
Reconstruction of the Courthouse of Thessaloniki and their Maintenance and Management through
PPP”.
• On 23 November 2022, an agreement was signed between AKTOR CONCESSIONS SA and AVAX SA,
for the purchase of shares in GEFYRA SA and GEFYRA LITOURGIA S.A., with a total consideration of
€16.6 million. The shares correspond to percentages of 5.69% and 6.35% of the total paid-up share
capital of the above companies respectively. Following this, the participation of ACTOR
CONCESSIONS in GEFYRA SA and GEFYRA LITOURGIA S.A. now amounts to 27.71% and 29.48%
respectively.
• In November 2022, the tender for the "Design, Construction, Financing, Commissioning and
Maintenance of 17 schools in the Region of Central Macedonia project, through PPP” was completed.
The "UNION OF PERSONS OF MYTILINEOS SA - ATESE SA" was named Temporary Contractor.
Furthermore, during 2023 and up to the publication of this report, the following events took place:
• On 17 February 2023, AKTOR CONCESSIONS submitted an Expression of Interest File for the “Design,
Financing, Construction, Tech. Management of 13 School Units of the Municipality of Rhodes project,
a through a PPP”.
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• On 28 February, 2023, the AKTOR CONCESSIONS (80%) – NEO TRANS (20%) association of persons
submitted a Binding Offer for the project "International Open Tender for the conclusion of a PPP
Contract for the operation and maintenance of the Thessaloniki Metro network".
• The 10
th
of March 2023 has been set as the date for the submission of Binding Bids for the "Design,
construction, financing, maintenance, operation and procurement of equipment for the construction
of a personalised medical services building project, through a PPP”.
• The 15
th
of March 2023 has been set as the date for the submission of Binding Offers for the
“Implementation of the Chalkidiki Chavria Dam, Water Treatment Facilities and Networks project,
through PPP”.
• The 28
th
of March 2023 has been set as the date for the submission of Binding Offers for the “Creation
of an Innovation Centre in Athens project, through PPP”. The original tender was cancelled and re-
awarded in January 2023.
• The 31
st
of March 2023 has been set as the date for submission of a Binding Bid for the Project:
“Design, construction, financing, operational commissioning, maintenance and exploitation of the
Northern Crete Road (BOAK) for the section Chania – Irakleio”.
2.2. Outlook
There are significant demands for new infrastructure works in Greece and it is estimated that private funds
will contribute to efforts in that direction through concessions and public-private partnerships, particularly
given the limited financial resources available to the Greek public sector.
The business plan of the subsidiary AKTOR CONCESSIONS, mainly with a view to synergies with other
Group activities, focuses on:
• Participation in new projects to be realised through PPP or concession agreements;
• Expansions and actions to increase the efficiency of the Company’s projects;
• Expansion of participations through the secondary market.
As well as the above projects, other projects out for tender on which AKTOR CONCESSIONS is focusing
on include:
• Design, construction, financing, operational commissioning, maintenance and exploitation through
PPP, ‘Permanent Undersea Road Tunnel Link to Salamina Island’.
• Design, construction, financing, operational commissioning and maintenance, through PPP, of
schools and a park in the Municipality of Chania.
Other future concession projects also targeted by AKTOR CONCESSIONS include:
• PPP projects for the construction of dams, water treatment plants and networks, school units,
tribunals, dormitories, street lighting, road axes and waste management.
• Extension projects of existing concession projects;
Lastly, substantial investment opportunities appear to exist in the secondary market for existing road
concession projects and in this context, in the event of potential intent on the part of existing shareholders
for disinvestment, the Group intends to consider the possibility of increasing its participation rates (and/or
new capital inflow), as always taking into consideration returns on capital invested and the enhancement
of broader synergies.
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for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
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2.3 Risks and uncertainties
On 24 January 2022, due to heavy snowfall and extreme weather conditions that prevailed, vehicles were
immobilised on the Attiki Odos motorway (the total number of immobilised vehicles was estimated by
the motorway Traffic Management Centre at approximately 3,500 vehicles).
Subsequent to the event, an electronic platform was created on the Attiki Odos website for the purpose
of submission of motorway user’s information to enable claims of compensation of 2,000 Euros per
vehicle, with respect to vehicles stranded on 24-25 January 2022, once legal and substantive conditions
for payment had been confirmed. The information was assessed by an independent international audit
firm with suitable expertise, able to act as an advisor to the company. As of 31.12.22, the amount of €2,000
has been paid to 3,515 applicants, i.e. a total amount of €7.03 million.
On 23.03.2022, Ministerial Decisions were published imposing fines on the companies Attiki Odos SA and
Attikes Diadromes SA in the amount of €1,000,000 for each company, in relation to which the Law provides
for the possibility of appeal before the competent courts.
Due to the complexity of the issues regarding lawsuits brought by motorway users, it is currently not
possible to estimate the total liability that will arise for the Group upon the final conclusion of the legal
pending cases.
THERMAIKI ODOS SA, which is consolidated using the equity method, has a recognised claim of €67.9
million against the Greek public sector, following the arbitration awards in favour of the company in 2010
and 2012, in relation to the termination and suspension of the Concession Contract of the Thessaloniki
Underground Tunnel. The Greek State filed seven actions for annulment against the above arbitration
awards and the Athens Court of Appeals ruled on these petitions, duly admitting them for formal reasons.
However, the Supreme Court quashed four of the appellate decisions (rulings are pending on the other
three), the arbitral awards of 2010 thus regaining retroactive effect, and held over the cases for trial on
the merits of the material grounds put before it. Subsequent to this decision, the new hearing to
determine whether the above arbitral awards are irrevocably valid or void was finally held on 9.11.2020.
The four decisions were discussed and a judgement on the irrevocable rejection of the State’s annulment
actions was issued by the Supreme Court on 14.7.2021. Consequently, after the issuance of the latter
decisions by the Supreme Court, 4 of the 7 arbitral awards of 2010 are irrevocably valid, produce effects
and are immediately enforceable.
Furthermore, in July 2018, THERMAIKI ODOS SA reinstated arbitration proceedings with the same claims.
The new arbitration ruling, which was issued in January 2019, found in favour of the company and awarded
compensation in the amount of €65.2 million, plus default interest calculated from 30 January 2011. The
Greek public sector filed an action for annulment and an application for suspension of the above
arbitration decision to the Athens Court of Appeals, which was heard on 10 December 2019. On 07 April
2020, the Athens Court of Appeals issued decisions Nos 2128/2020 and 2131/2020, rejecting the action
for annulment and the application for suspension filed by the Greek State concerning the Arbitration
Decision in favour of Thermaiki Odos of 3 January 2020. The company estimates that, based on contractual
terms and current case law, its claim is fully founded and the Greek state will proceed with settlement.
On 1 October 2021, following negotiations between the Greek state and Thermaiki Odos SA, it was
submitted to the Ministry of Infrastructure and Transport by Thermaiki Odos SA. Compromise Dispute
Settlement Proposal On 23 December 2021 the Legal Council of the State approved the compromise. On
11 January 2022, a respective letter was sent in which the request for conciliatory settlement of the dispute
was partially accepted, legally signed and approved by the Ministers of Finance and Infrastructure, with
full and complete payment of compensation in the amount of €85 million to Thermaiki Odos, under
conditions as provided for. On 14 January 2022, Thermaiki Odos submitted a letter of acceptance of the
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terms of the compromise, as specified in the Minutes of the Plenary Session of the Legal Council of the
State. Thermaiki Odos has proceeded to fulfill all the conditions prescribed.
3. ENVIRONMENT
3.1 Important events
The turnover of the Environment sector for 2022 amounted to €122.5 million, compared to €115.1 million
in 2021, an increase of 6.4%. mainly due to the increase in the volume of incoming municipal waste, the
increase in the prices of recovered recyclable materials and compensation regarding extra-contractual
works of past years, which were to a significant extent compensated by the increase in energy costs and
the decrease in the incoming amounts of clinical waste.
The EBITDA of the Environment sector for 2022 was €15.3 million, compared to €16.7 million in 2021,
marking a limited decrease of 8% or - €1.4 million. The results of the sector were affected by the
extraordinary levy imposed on the electricity sales of RES units carried out on the Day-Ahead Market,
based on the Market Clearing Price (MCP) for the period 1 October 2021 – 30 June 2022 (relating to part
of the electricity produced by the subsidiary VEAL SA). The amount of the extraordinary levy, totaling €9.3
million, affected (negatively) the category of Other Income/Expenses. The total impact of the
extraordinary RES levy on EBITDA within the 2022 financial year amounted to €8.4 million, of which €2.6
million corresponds to the period October 2021 - December 2021, while it is noted that the over-
compensation of increased revenue due to increased MCP within 2022 amounted to approximately €1.03
million. Excluding the extraordinary RES levy for the 2021 period from the 2022 results, EBITDA increased
by 7.4% or €1.2 million (and in the event that the result of the 2021 fiscal year is adjusted accordingly for
the amount of the extraordinary levy corresponding to the period 2021 by 27.1% or €3.8 million). The
EBITDA margin was 12.5% in 2022 compared to 14.5% in 2021 (excluding the provision for an
extraordinary levy corresponding to the period within 2021 the 2022 EBITDA margin is 14.6%).
Operating results amounted to €9.6 million, compared to €10.7 million in 2021. Results before tax
amounted to €11.5 million, compared to €12.3 million last year (down 6.2%), while profit after tax
amounted to €4.9 million compared to €7.0 million in 2021.
Main contracts were signed in the Environment segment as follows:
• Signing, through the joint venture scheme: "JOINT VENTURE OF APOTEFROTIRIA HELECTOR S.A. –
ARSI S.A.” (participation in HELECTOR S.A. 60%) of an amending public contract (January 2022) to
extend service provision for the project: ‘Operation and Maintenance of an Incinerator for Hazardous
Medical Waste’ by 7 months (i.e. up to 2 September 2022) or until completion, amounting to €5.5
million.
• Signing of a public contract (January 2022) for the project: ‘Upgrading and Environmental
Rehabilitation of the Existing Polygyros Landfill’ with a financial value of €2.9 million, plus VAT.
• Signing of a public contract (January 2022) for the execution of the project: ‘Integration of Tourism
and Commercial Centre in Edessa’, through the consortium: "JOINT VENTURE HELECTOR S.A. - TOMI
SA/EDESSA" (participation of HELECTOR S.A. 88.18%) – TOMI S.A., with a financial object of €2 million
plus VAT.
• Signing of a public contract (June 2022) through the consortium scheme: "JOINT VENTURE FOR THE
TRANSITIONAL MANAGEMENT OF ORGANIC WASTE PKM ELECTOR S.A. – MESOGEOS S.A.”
(participation of HELECTOR S.A. (50%) for the implementation of the project: “Transitional
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management of pre-selected organic waste in the region of Central Macedonia for two (2) years with
an option of two (2) years”, with a financial object €2.4 million plus VAT (excluding the option).
• Activation of the option to extend the provision of services for the project: “Design, Construction and
Operational Commissioning of Waste Treatment and Disposal Facilities in Larnaca-Famagusta
Districts” for 12 months (until 30.6.2023), with an estimated annual budget of €9.5 million plus VAT.
• Signing of a contract (July 2022) for the provision of design and technical advisory services for a
project carried out in Israel worth €9.0 million.
• Signing (September 2022), through a special purpose vehicle (EPALTHEA S.A.), of the concession
contract: ‘Modernisation, Upgrading, Conversion & Operation by concession, of a Hazardous Medical
Waste Thermal Treatment Plant and similar contracts with an estimated value of €81.1 million,
excluding VAT, plus a relocation option with an estimated value of €5.0 million excluding VAT’.
• Signing of a public contract (September 2022) for the execution of the project: “Extension and
upgrade of the existing leachate treatment projects (LMP) of the Thessaloniki Prefecture Landfill
(Mavrorachi Landfill), with a financial object of €7.5 million plus VAT.
• Signing of a public contract (September 2022) through the joint venture scheme: "JOINT VENTURE
AKTOR S.A. – HELECTOR S.A.
CONSTRUCTION OF ThWTP - PHASE A2” (participation of HELECTOR S.A. 23.16%) for the execution
of the project “Construction of the extension of the Thessaloniki water treatment plant (EENTh) -
Phase A2”, with a financial object of €15.2 million plus VAT.
• Signing of a public contract (September 2022) for the execution of the project: “Mandraki sewage
treatment plant and pipeline - EEL Municipality of Nisyros", with a financial object of €2.2 million plus
VAT.
After 31 December 2022:
• Signing of a public contract (January 2023) for the execution of the project: "Construction of Milos
Landfill and Milos Biowaste Composting Unit", with a financial object of €3.0 million plus VAT.
• Proclamation (February 2023) of "ASSOCIATION OF THE ECONOMIC ENTITIES HELECTOR S.A. -
AKTOR S.A. KARDIA SPP CHP PLANT" (participation of HELECTOR S.A. 50%), as a temporary contractor
of the tender under Tender Number DLYLP-196 “Study, procurement, installation, testing and turn-
key commissioning (EPC/turn-key project) of a High-Efficiency Cogeneration Unit (CHP) with internal
combustion engines (ICE) of natural gas, produced useful heat output ≥ 65MWth at the facilities of
Kardia SPP", with a financial object of €82 million plus VAT.
• Signing of a public contract (March 2023) through the joint venture scheme: “JOINT VENTURE SA -
HELECTOR S.A. EEL AINEIA 18/2021" (participation of HELECTOR S.A. 30%) for the execution of the
public contract: "Provision of services for the operation of the "ANEIA" Sewage Treatment Facility, as
well as the 14 Pumping Stations of the Tourist Areas of Thessaloniki", with a financial object of €6.5
million, plus VAT for sixty (60) months.
3.2 Outlook
Greece has adopted a National Strategy for the Circular Economy and has harmonized its legislation with
the principles of the circular economy. This includes Law 4819/2021 "Integrated framework for waste
management - Transposition of Directives 2018/851 and 2018/852 of the European Parliament and of the
Council of 30 May 2018 amending Directive 2008/98/EC on waste and Directive 94/62/EC on packaging
and packaging waste, the framework for the organisation of the Hellenic Recycling Organisation,
provisions for plastic products and the protection of the natural environment, spatial planning, energy
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and related urgent regulations", which revises the regulatory framework for waste management so they
are in line with the requirements of the European Action Plan for the Circular Economy.
Greece is making efforts to reverse its long-standing poor waste management performance. According
to the environmental performance assessment report by the Organisation for Economic Co-operation and
Development (OECD), Greece has taken significant steps in the last decade to close illegal landfills.
However, 80% of municipal waste ends up in sanitary landfills, which is far from the target of 10% by 2030.
At the same time, only 20.1% of municipal waste is recycled, while the target is 55% by 2025. As a result,
it is imperative that modern waste management methods are adopted which can contribute to the
development of the sector within the country.
3.3 Risks and uncertainties
Regarding the COVID-19 pandemic, its effects on the Environment segment were limited. In any case,
HELECTOR, its subsidiaries and the joint ventures it controls, having regard to the specific nature of their
activities in relation to public health, have taken all necessary measures in a timely and appropriate
manner to protect workers and limit the spread of the virus, based on the instructions of the competent
authorities and the specifications issued by the competent departmental services of the Group. At the
same time, every possible effort to limit any operational and other impact of this crisis is being made and
this impact is being constantly assessed and addressed in conjunction with the support measures
introduced by the respective governments in the countries where Environment segment operations are
taking place.
As for the effects of strong inflationary pressures, which are largely the result of the energy crisis, these
are limited as, in highly energy-intensive activities (mainly large waste treatment plants), much of the price
increase is covered by corresponding contractual provisions to review revenue undertaken by the
respective Contracting Authority.
The need to upgrade the existing domestic waste and biological waste management infrastructures or to
create new modern ones, as reflected in the new National Waste Management Plan (E.S.D.A.) for the
period 2020-2030, approved by the Council of Ministers by virtue of Act 39/31.08.2020 (Government
Gazette 185/29.09.2020), is undeniable; the implementation of new projects, however, may be adversely
affected by changes in their implementation plan, limited liquidity from the domestic banking system and
time-consuming licensing procedures and any reactions from local communities (e.g. appeals to the
Council of State).
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4. REAL ESTATE DEVELOPMENT
4.1 Important events
The Real Estate Development sector showed annual revenues of €9.8 million for the period of 2022,
compared to an amount of €7.6 million for the year 2021, marking an increase of 29.6% or €2.2 million.
Earnings before interest, depreciation and tax (EBITDA) in 2022 amounted to €6.1 million compared to
€6.2 million in 2021; it is noted that the 2021 result includes a reversal of real estate impairment amounting
to €2.0 million.
Earnings before interest and tax (EBIT) amounted to €4.4m vs €4.2m in 2021 and earnings before tax were
€2.9m vs €2.3m for the year of 2021 (23% increase).
In February 2023, the REDS company completed a part of the purchase of the plots located around the
perimeter of the park and in combination with the properties of the Group, REDS SA is planning additional
efficient actions that will also increase the traffic of the Commercial Park.
Yialou Emporiki S.A., a subsidiary of REDS, entered into a joint secured bond loan with the NATIONAL
BANK OF GREECE S.A., of a total amount of €71.4 million for the financing of its projects, as well as for the
refinancing of existing loans, with more favorable terms.
4.2 Outlook
Gialou Emporiki S.A. has leased 99% of the usable surface area of the "Smart Park" Shopping Centre in
the property of Gialou, Spata Attica, with a total area of approximately 53,000 sq.m.
Moreover, with regard to the Cambas Project development at Kantza in the Municipality of Pallini, which
has received urban planning approval by presidential decree as a designated area for ‘Organised
Development of Productive/Enterprise Activities’ (POAPD area), the Business Plan has been updated and
the Master Plan is in the final stages of completion. This will now be followed by issuance of building
permits within the next year so that construction works can commence, with a 3-year time horizon for
completion.
In addition, in February 2023, the signing of the contract for the purchase and sale of the property of the
former American base in Gournes, Heraklion, Crete, was completed, which was auctioned in December
2021 by the Company in the e-auction of TAIPED for its purchase and utilisation. To complete the purchase
of the company's shares, a special purpose vehicle (SPV) was established by TAIPED, which contributed
(in kind) the property in question, to form the initial share capital of the SPV.
The real estate property in Gournes, Heraklion, Crete is a coastal area of 345,567 m
2
, located 13 km from
the Nikos Kazantzakis airport and 16 km from the town of Heraklion. In the context of the exploitation of
the property, REDS S.A. is expected to implement investments for the development, among others, of a
luxury hotel, residents and shopping centre. There is also the possibility of developing a casino in the
property. At the same time, the drafting procedures for the Business Plan and the Master Plan are being
launched.
With regard to the Alimos Marina development project, REDS is awaiting approval from the relevant
Ministries to proceed with the issuance of permits. According to the plan, a zone of shops and restaurants,
a hotel, a pier, a pedestrian and bicycle path, a command and control tower of the marina, a parking lot
of 850-1,000 spaces will be built, among other things, in the Alimos marina. The redevelopment includes
a land area of approximately 210 acres.
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Finally, with regard to properties owned by the Group in Romania, the Board of Directors is reviewing
factors affecting their utilisation.
4.3 Risks and uncertainties
The income for the segment comes mostly from operating leases and may be significantly affected if the
lessees fail to fulfil their obligations due to restricted economic activity. The increasing burdens on wage
earners due to the energy crisis and rising product prices may worsen their level of disposable income.
5. RENEWABLE ENERGY SOURCES/DISCONTINUED OPERATIONS
5.1 Important events
Within the fiscal year 2022, the break-up of the Renewable Energy Sources (RES) Sector began and was
completed, and it was demerged and incorporated into the newly established “ANEMOS RES SINGLE-
PERSON SOCIETE ANONYME”, established for this purpose. The said procedure was completed on
14.12.2022, after receiving all the necessary approvals and permits from the competent authorities in
accordance with the current legislation, with the implementation of the transfer transaction of the RES
sector, to the company ANEMOS RES HOLDINGS SA (ANEMOS HOLDINGS), a subsidiary of MORE by 75%,
and in which ELLAKTOR participates with a percentage of 25%.
The total price for the transfer of 75% to ANEMOS HOLDINGS amounted to €671.5 million (equity value).
In view of the above, the sale of the RES Sector within the 2022 fiscal year brought a positive effect on the
ELLAKTOR Group’s profits, amounting to €497.4 million.
The basic financial figures for the RES Sector for the year 2022 were as follows:
The turnover of Renewable Energy Sources (RES) in 2022 amounted to €99.5 million compared to €105.7
million in 2021, marking a decrease of 5.8% or €6.2 million.
The EBITDA amounted to €75.2 million compared to €84.4 million last year, a decrease of 11% or - €9.2
million. The EBITDA margin was 76%, as compared to 80% last year.
Operating results (EBIT) in 2022 amounted to €62.8 million showing an increase of 5.5% or €3.3 million vs
€59.5 million in 2021. Earnings before tax amounted to €49.8 million, up 4% or €1.9 million compared to
2021, while earnings after tax amounted to €39.5 million compared to €42.3 million, decreased by 6.8%
or - €2.9 million compared to 2021 due to increased tax liabilities.
Total installed capacity of the RES Sector amounted to 493.4 MW. In addition to the foregoing, 1,502 MW
of RES projects are in various licensing stages.
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Electricity production in 2022 amounted to 1,125 GWh, slightly reduced by 0.4% compared to the
corresponding period last year (1,129 GWh). The average capacity factor
2
for the period was 26.0%, the
same as last year's period.
5.2 Outlook
The Group, through ANEMOS RES, in which it holds a 25% stake, continues to be active in the Renewable
Energy Sector, collaborating strategically with a new but specialised entrant group in the energy sector,
Motor Oil Hellas (MOH).
The outlook for the market for renewable energy sources in Greece stays positive. Taking into account
the country’s international obligations and energy planning (National Plan for Energy and Climate 2021-
30, Government Gazette, Series II, No 4893/31.12.2019)
3
, there should be an increase in installed capacity
wind farm from 4,681 MW by 31 December 22 (HWEA, Wind Energy Statistics 2022)
4
to 7,050 MW in 2030.
The existing operating aid scheme for RES projects, in accordance with Law 4414/2016 provides for sliding
Feed-in-Premium and 20-year power purchase agreements, which continue to give a significant incentive
for implementing the projects, despite the fall in compensation prices.
The new institutional framework for the implementation of RES projects was gradually determined, in
principle with the long-awaited modernisation (phase 2) of the licensing process through Law 4951/22
(Government Gazette, Series I, No 129/04.07.22)
5
and defining the framework of tenders for awarding
compensation prices for RES projects with the issuance of Decision YPEN/GDE/66576/5877 (Government
Gazette, Series II, No 3522/07.07. 22)
6
involving auctions of 4,000 MW for the period 2022 – 24. In addition,
provisions were adopted setting out the framework for the development of new activities such as those
for offshore wind farms under Law 4964/22 (Government Gazette, Series I, No 150/30.07.22)
7
and the
priorities were redefined in the granting of definitive offers for the connection of RES projects, CHP and
storage projects with Decision YPEN/GDE/84014/7123 (Government Gazette, Series II, No 4333/12.08.22)
8
.
Competition in the industry is fierce and favors concentration. Priority in load distribution is still given to
RES projects which have concluded power purchase agreements (PPAs) prior to 04.07.2019, but
obligations to participate in the electricity market have been introduced for new projects. Transitionally,
until the forthcoming complete transfer of balancing responsibility to RES producers under the Target
Model, a Transitional Optimal Forecasting Mechanism has been introduced. If the load forecast issued by
the Energy Exchange (EnEx) for participation in the Day-ahead Market is accurate, i.e., within a defined
range on a monthly basis, an additional minor financial incentive premium for readiness to participate in
the energy market is payable to participants (PAESA 2022: 0.25 €/ΜWh)
9
. It is expected that in 2023 RES
will bear further costs, assuming the full balancing cost themselves,
Adapting to today's reality, the price framework is moving more favourably in recent tenders for
compensation prices (TA) of differential premium operating support contracts. In the last technological
joint tender of September 2022 (PV ≥ 1 MW & A/P ≥ 6 MW) 524 MW of RES power was awarded with a
2
Capacity Factor is the quotient of the electricity produced during a time period to the maximum electricity that could be theoretically produced
during the same time period if the plants operated at 100% of their capacity.
3
https://www.e-nomothesia.gr/kat-periballon/apophase-kubernetikou-sumbouliou-4-2019.html
4
https://eletaen.gr/wp-content/uploads/2023/01/2023-01-26-2022-HWEA_Statistics-Greece.pdf
5
https://www.e-nomothesia.gr/energeia/nomos-4951-2022-phek-129a-4-7-2022-1.html
6
https://www.e-nomothesia.gr/energeia/upourgike-apophase-upen-gd-e-66576-5877-2022.html
7
https://www.e-nomothesia.gr/kat-periballon/periballontike-adeiodotese/nomos-4964-2022-phek-150a-30-7-2022-2.html
8
https://www.e-nomothesia.gr/energeia/ya-upen-gde-84014-7123-2022.html
9
https://www.dapeep.gr/monadiaies-xrewseis-gia-mmbap-kai-paesa-2/
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price range of €53.9 – €60.0/MWh for A/P and €46, 0 – €55.8/MWh for PV. The average price of
€57.66/MWh for A/P and €47.98/MWh for PV is clearly higher than the average price of €37.6/MWh
(common for A/P & PV) of the competition held in May 2021.
10
5.3 Risks and uncertainties
The uncertainty caused by the financial crisis in Greece over the last years and the developments in the
domestic electricity market with the liquidity problems faced by the main State company in the segment,
despite their clear improvement following the application of measures under Law 4414/2016, the
instability regarding the liquidity of DAPEEP (former LAGIE), the repeated, even in recent times,
interventions of the State
11
to balance Special Account for RES, as well as the outbreak of the COVID-19
pandemic and the geopolitical upheaval may adversely affect the business operations, operating results
and financial standing of the segment.
Power generation in the RES segment depends primarily on the prevailing wind conditions which exhibit
an inherently stochastic behaviour and seasonal fluctuations.
Despite progress made in recent years, the RES sector is still facing challenges due to the complex
bureaucratic licensing procedures governing the development and operation of new projects, as well risks
associated with potential appeals that may be lodged with Hellenic Council of State against the validity
of these project licences, which in turn may lead to significant delays and/or suspension of works on
certain projects. Moreover, any changes in the institutional framework may adversely impact operating
results and the ability of the Company to finance new RES projects, or extend the time required for their
development or licensing. Another significant source of risk is also the lack of cadastral maps,
undisputable property titles and clear designation of land used for RES project construction as public or
private land.
10
RAE Decision No 691/ 2022
11
Indicatively: Law 4759/09.12.20 (Government Gazette, Series I No 245), Decision YPEN/DHE/70248/2434 & Decision
YPEN/DHE/69734/2413 (Government Gazette, Series II, No 3517/06.07.22)
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IV. Financial Risks of Ellaktor Group
Due to its multidimensional activity inside and outside the country, the Group is exposed to multiple
financial risks. The Group's Financial Services Department, as the owner of the financial risks, has, in
collaboration with the Risk Management Department, identified, demarcated and evaluated the risks in
question, the negative effect of which - with targeted interventions - it tries to mitigate, continuously
monitoring the results of management actions against the individual risks of this category. In general,
Financial Risks may occur due to the impossibility of safely predicting the evolving conditions of the
markets and the fluctuation of cost/benefit variables that may arise from the effect of extraordinary events
and geopolitical developments with a prolonged and unforeseeable duration.
Financial Risks are dealt with by the Group through the establishment of relevant procedures and their
constantly monitored compliance, for each functionality of the Financial Management, with an emphasis
on functions related to: the gathering of audited financial data from the other companies of the Group,
the drafting and control of the Group's financial statements, the management of fixed assets and
equipment, the processing and payment of all kinds of expenses, compliance with tax legislation,
management of reserves and coordinated management of the Group’s overall relationship with the Banks
- with the aim of optimising the benefit for the Group, as well as monitoring cash flows per activity
(projected and actual cash flows).
The sub-categories of financial risks need differentiated management, with targeted responses on a case-
by-case basis. More specifically:
Credit Risk
The Group effectively monitors its receivables, therefore it avoids being exposed to significant credit risk
from commercial receivables, on the one hand, due to its policy, which is focused on cooperation with
reliable customers with proven solvency, and on the other hand, due to the nature of its activities, in any
case – if required – the necessary adjustments are implemented immediately. It is noted that all the
requirements concern either the wider public sector at home (infrastructure projects with the assurance
of the required financial funds through state and community funds) and abroad, or private clients with
financial standing and a well-known reputation.
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Foreign exchange risk
The Group operates inside and outside the country, and therefore, it is possible to be exposed to the risk
of exchange rates, which may come from commercial transactions or borrowing in foreign currency and
the general activity abroad. The Financial Services Department monitors cash flows in foreign exchange
(harmonisation of income and expenses in the same currency, i.e. the risk is eliminated when receivables
are combined with liabilities in the same currency), so that the management of the Group's reserves be
protected from risks of changes in exchange rates.
Interest rate risk
The Group seeks to minimise its exposure to interest rate risk by choosing long-term borrowing with a
fixed interest rate and a floating interest rate (fixed spread) linked to euribor. Because of the duration, if
the possibility of a change in the interest rate is deemed to be significant, then a hedge is made to cover
the interest rate risk. The Group's short-term borrowing is mainly in euros with a floating interest rate
linked to euribor. In particular, short-term loans for working capital amount to 17% of the total borrowing
and the balance concerning long-term loans is mostly covered by hedging products for the interest rate.
Accordingly, the interest rate risk is considered to be adequately hedged.
Liquidity risk
The Group monitors and manages its cash flows on a daily basis. It also plans the liquidity needs on a
weekly basis and on a rolling 30-day period, while the liquidity needs for the next 6 months are
determined on a monthly basis. Keeping cash and reserves in banks cover the relevant liquidity needs.
Greek & International Market
According to official estimates by the Bank of Greece, the international energy crisis, which worsened after
Russia's invasion of Ukraine in early 2022, resulted in a sharp rise in inflation. This development led to an
intervention by the monetary authorities, with central banks having drastically increased their interest
rates, despite the fact that the rise in inflation is, in most cases, due to negative supply-side disturbances,
the direct effects of which cannot be easily eliminated by the monetary policy. However, the dynamic
response of central banks reflects their determination to curb aggregate demand and reduce or stabilise
inflationary expectations, so as to stop the self-fueled rise in inflation, with price stabilisation in the
medium term.
Especially in our country, the increase in energy costs and the decrease in real disposable income
negatively affect businesses and households and increase income disparities. The rise in lending rates
increases the cost of meeting the obligations of businesses and households, while keeping deposit rates
at particularly low levels deprives them of an additional source of income. In this unfavorable environment,
which poses significant challenges mainly at the political level, the Greek economy continued to grow at
high rates over the first nine months of 2022.
More specifically, the Greek economy preserved its growth momentum in the nine months of 2022 (5.9%
compared to the corresponding period of 2021), despite increasing inflationary pressures and the impact
of the war. Deferred household demand and accumulated private sector savings due to the pandemic,
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combined with the high performance of the tourism sector and continued fiscal support, contributed to
the rise in economic activity. Key components of growth were private consumption, exports of goods and
services, as well as investment, which was also supported by the strengthening of business profits.
However, medium-term business expectations across all sectors are falling and consumer confidence is
deteriorating due to the high inflationary pressures and the widespread concern about energy supplies
internationally. Manufacturing production also declined, according to the Purchasing Managers' Index
(PMI), after a long period of upward trend. This fact, combined with the change in monetary policy in a
more restrictive direction, is expected to lead to a slower growth rate in 2023.
As expected, the deterioration of international monetary and financial conditions increased the borrowing
costs of the Greek Government. In fact, Greek bond yields showed greater sensitivity to international
volatility compared to the corresponding securities of other European countries, due to their lower credit
rating. Stock prices have fluctuated significantly, but the resilience of the Greek economy contributed to
a smaller fall compared to those of stocks in the Eurozone and the US. The developments in the credit
rating of the Greek State were positive, as in 2022 to date, two firms have upgraded the credit rating of
the Greek State, reducing the minimum distance from the investment category to just one grade.
According to the data announced by ELSTAT (07.03.2023), the GDP increased by 5.2% in the fourth quarter
of 2022, on an annual basis, against a corresponding increase of 4.4%, which was marked in the third
quarter, resulting in a 5.9% rate of growth for the Greek economy, while in 2023 it is expected to slow
down to 1.5%, due to the expected decline in economic activity in the Eurozone and the significant decline
in the growth rate of private consumption. The growth rate of the Greek economy is expected to recover
in the coming years, reaching 3.0% in 2024 and 2.8% in 2025. These performances can be achieved under
the condition that, on the one hand, the geopolitical crisis will have de-escalated and energy prices will
have decreased, and on the other hand, that the Greek economy will continue to be significantly
strengthened by international tourism, the good course of implementation of investment plans and the
stable growth outlook of the Eurozone.
Despite the adverse conditions of the international environment and the specificities of the Greek
economy, the effective figures of the Group and its overall positive course demonstrate its potential and
ability to adapt and keep on its successful evolutionary path, ensuring the smooth continuation of
operations as a sustainable financial entity (going concern) in the future.
Other uncertainties
With the onset of the COVID-19 pandemic - at the beginning of 2020 - as well as because of extraordinary
weather phenomena due to the environmental crisis, the Group's Management continuously and carefully
monitors the development of situations that may affect its operation and assesses the possible effects in
its activities, undertaking initiatives that address, as far as possible, the extent of these impacts. From 2020
to date, the Group has developed contingency plans to ensure the continuity of its vital operations, as
well as the uninterrupted delivery of its services. It also took care of the general response to environmental
crises by safeguarding the assets of the Group, its employees, its partners and the local communities in
which it carries out its business activities.
In addition, it took all the necessary measures aimed at protecting the health of all its employees to limit
the spread of the virus in all workplaces, such as establishing new procedures aimed at minimising direct
contact, observing protective measures in the workplace and encouraging telecommuting - when
required, by developing the corresponding information systems and equipment, as well as the use of the
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necessary tools and software. The above procedures are constantly adjusted - evolving - optimised by
monitoring the changing epidemiological circumstances and the corresponding State directives.
V. Consolidated report on payments to governments
ELLAKTOR Group, in accordance with the provisions of Articles 155 & 156 of Law 4548/2018 and Article
6 of Law 3556/2007, due to the mining of quarry products of its subsidiary companies, made payments
to the Greek government in the fiscal year ended 31 December 2022 amounting to €406 thousand (fiscal
year 2021: €362 thousand).
The above amount concerns payments for:
a) Quarry leasing, €208 thousand (fiscal year 2021: €199 thousand) and
b) Aggregate Quarry Fees, €198 thousand (year 2021: €163 thousand)
The amount of €406 thousand (fiscal year 2021: €362 thousand) was paid by the subsidiary HELLENIC
QUARRIES SA.
VI. Non-Financial Information
ELLAKTOR Group approach
In ELLAKTOR Group (the “Group”), the active contribution and effective promotion of sustainable
development are placed at the core of its business planning and the activities of its business segments.
Ensuring a safe and fair working environment, providing a substantial contribution to the economy and
supporting local communities, as well as reducing the environmental impact of its activities, are key
principles of the Group. These commitments, which act as the fundamental guide to fulfilling the Group’s
mission, are expressed through the modern infrastructure projects that have been upgrading people’s
quality of life for decades, as well as the environmental and energy projects that promote the circular
economy and energy production from alternative and renewable sources, while creating added value for
all Group’s stakeholders.
ELLAKTOR Group’s business strategy focuses on strengthening its footprint in the Construction,
Concessions, Environment, Real Estate Development & Services, and Renewable Energy Sources
segments. With a focus on using innovative practices and modern technologies, the Group aims to create
sustainable, green and safe infrastructure for both people and the environment, and to produce
alternative energy sources to address the need for protection against Climate Change and the transition
to green energy.
ELLAKTOR Group promotes the circular economy with innovative waste management solutions, while
enhancing its footprint in the production of green energy. Following international best practices and
recognized standards, the Group's actions for sustainable development are fully aligned with its corporate
values which are, meritocracy and equal opportunities, collaboration and excellence, achievement and
efficiency, innovation and best practices, integrity and respect, encouragement and progress, health and
safety.
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In March 2022, the Group’s revised Sustainability Policy was approved. This policy aims to establish the
key principles that should guide the Group’s sustainability strategy to ensure that Environmental, Social
and Corporate Governance (ESG) factors are integrated into the Group’s business activities with the aim
of creating value for its Stakeholders.
The Group and its companies participate in national and international associations, organizations and
institutions in order to develop the sectors in which they operate, to constantly improve the services they
offer to promote their positions at a central level, as well as to exchange their expertise and best available
practices. Examples include the Hellenic Federation of Enterprises (SEV), the SEV Council for Sustainable
Development, the Hellenic Network for Corporate Social Responsibility (CSR Hellas), the international and
national network for the United Nations Global Compact (UN Global Compact and Global Compact
Network Hellas) and the Sustainable Markets Initiative (SMI).
Purpose of information and data quality
This report has been prepared in accordance with the requirements of the European Directive on the
disclosure of non-financial information 2014/95/EU, the provisions of Law 4548/2018, the Circular
62784/2017 and the requirements of EU Taxonomy Regulations (EU) 2020/852/, (EU) 2021/2139/ and (EU)
2021/2178/. It provides information on sustainable development issues, risks and other non-financial
matters related to the activities of the Group.
The overview of the performance and related metrics on environmental, social and governance (ESG)
matters have been verified by an independent auditing firm, providing limited assurance.
Regarding the quality of the quantitative data, it is worth mentioning that recognized standards were
used, such as the Global Reporting Initiative (GRI) standards and the ESG Reporting Guide of the Athens
Stock Exchange.
Key Priorities for Sustainable Development
The Group has established the ESG Strategy & Sustainable Development Division, with primary objective
and responsibility, among others, the development of a strategy for sustainable development, social
contribution and environmental-energy management approach for all Group’s companies. Its main
responsibilities also include overseeing and supporting the activities of the Group’s companies in this
area, as well as regarding environmental and energy management issues.
In this context, the ESG Strategy & Sustainable Development Division operates as the a hub for strategic
planning and submission of proposals to the Group Sustainable Development Committee and Group
Management regarding issues related to the environment, society and governance, it implements the ESG
strategy action plan, in collaboration with the relevant departments and business units, it prepares the
Group's Annual Sustainability Report and monitors sustainable development key performance indicators
with the aim of continuously improving them.
The ESG Committee consists of the Chairman of the Board of Directors, the Managing Director, an
independent non-executive advisor specialized in natural resource management and energy transition
and the Group’s Head of Strategic Development .Its purpose is to enhance the Group's long-term
commitment to increasing its positive impact on the economy, society and the environment and creating
added value for all stakeholders.
On the occasion of the transformation that started in 2021, ELLAKTOR Group has redefined itself into a
modern Group, diversifying its activities and redesigning its operation, always aiming at creating value for
all stakeholders and incorporating sustainable development at the core of its activity. Key strategic pillars
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in this direction are Climate Change and Circular Economy, Employees Health, Safety and Development,
Social Responsibility, Integrity and Business Ethics. Innovation and Digital Transformation are at the heart
of its strategy and act as a connecting link to equip the Group with modern tools to effectively address
future challenges.
Sustainable development strategic pillars:
Within the framework of the above strategic pillars, specific targets have been set and a plan of short,
medium and long-term actions has been designed to achieve them. This plan has already been into
practice and is systematically monitored by the ESG Strategy & Sustainable Development Division, the
Strategic Development Department, the Sustainable Development Committee and the Group
Management.
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Business model
The Group operates in the infrastructure sector, and specifically in the segments of Concessions,
Environment, Renewable Energy Sources, Construction and Real Estate Development and Services. With
its vision of paving the way for a modern, innovative, safe, and sustainable future, and with its corporate
values as a starting point, it endeavors to provide high-quality Infrastructure, Energy, and Environment
projects daily, utilizing the unique expertise of its human resources. It promotes the circular economy with
innovative waste management solutions and strengthens its footprint in alternative energy, thereby
creating value for its shareholders and employees, while also distributing value to Society by enhancing
the Greek economy.
In more detail:
• In the Concessions sector, the Group operates through its subsidiary, AKTOR CONCESSIONS, holding
a leading position in concession projects in Greece through a project portfolio that includes, among
others, holdings in the largest, and state-of-the art motorways.
• The Group’s activity in the Environment segment is implemented through its subsidiary, HELECTOR,
which is a vertically integrated company in the field of waste management and green energy
production, with over 20 years of success. Its significant know-how and expertise enable ELLAKTOR
Group to provide integrated waste management solutions, including the design, construction, and
operation of modern waste treatment plants, as well as alternative fuel production and biogas and
biomass exploitation projects.
• The Group's activity in the Construction segment is carried out through its largest subsidiary, AKTOR,
which has 70 years of experience in demanding infrastructure projects, high expertise in the latest
technologies and international activity, providing a wide range of diversified services in construction,
photovoltaic parks, quarrying activities, liquid waste and water treatment plants’ construction,
operation and maintenance, management of technical facilities and project management.
• Moreover, the Group is active in the Real Estate Development and Management segment through its
subsidiary, REDS, which has constructed and operates the Smart Park Commercial Park, while the New
Alimos Marina, Gournes Heraklion and Cambas Park projects are currently under development.
• Finally, during 2022, the Group proceeded with the spin-off and sale of 75% of its Renewable Energy
Sources (RES) segment, which has 493 MW of installed capacity, as well as RES projects with a capacity
of over 1,600 MW in various licensing stages.
• The Management’s objective is to further consolidate its leading presence in the Concessions
segment by adding new Concessions and PPP projects to its portfolio, in the Renewable Energy
Sources segment by focusing on innovative technologies and in the Environment segment with
selected investments and targeted actions, leveraging the Group’s competitive advantage and know-
how in Construction.
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Materiality Analysis
ELLAKTOR Group conducts a materiality assessment on a biannual basis, in order to identify and assess
the material issues related to its operations, based on its relevant policy and international standards.
The results from the materiality analysis shape and enrich, to a significant extent, both the content of the
annual Sustainable Development Report and the Group's strategy in sustainable development and ESG
issues.
In 2023, the Group carried out an analysis of its most material sustainable development issues, and as
part of this process the existing and potential positive and negative impacts of sustainable development
and ESG issues related to its operation were assessed, with the collaboration of the Group’s stakeholders.
Furthermore, the main risks and opportunities that are associated with the material issues and may affect
the Group’s financial performance, were evaluated (double materiality). The main steps followed as well
as the results of the double materiality analysis that was carried out, are presented below in brief.
Review of organization’s context and identification of actual and potential impacts
ELLAKTOR Group performed a review of its operating context, with the aim of identifying actual and
potential impacts on sustainable development linked to its operations as well as its key business
relationships and, consequently, updating the material sustainable development issues list.
In this context, the latest developments, trends and challenges in the socio-economic environment were
taken into consideration, as well as a number of international and industry-specific sustainable
development standards, initiatives and data sources, such as the GRI Standards, the GRI Supplement for
the Construction Sector, the SASB standards, the ESG Reporting Guide of the Athens Stock Exchange, the
European Sustainability Reporting Standards (ESRS), etc.
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Evaluation and prioritization of material issues
In order to prioritize the Group's material issues, an assessment of the significance of any positive or
negative impact on the economy, society, the environment and human rights, and consequently on the
achievement of the UN's Sustainable Development Goals, was carried out, taking into account both the
actual as well as the potential impacts.
The significance of the impacts was assessed taking into consideration both the scale and scope of each
impact, while for negative impacts the irremediable character was also taken into account. Furthermore,
when it comes to potential impacts, the likelihood of them occurring in the near future was also taken
into account. Subsequently, the risk associated with each of these issues was examined, as well as the
possible opportunities for the ELLAKTOR Group (double materiality).
The opinion of the Group’s stakeholders (internal and external) was also incorporated in this process,
through a survey that was carried out where all stakeholder groups participated.
These issues were then prioritized and the results were reviewed and approved by the Group's top
management.
The most material positive and negative impacts of the Group's operations are presented below.
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Materiality analysis results
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Further information on the materiality analysis, the way the Group approaches and manages these issues
and the related impacts (positive and negative), as well as the Group's performance on each of these
issues, will be included in the Sustainability Report 2022.
In addition, section "III. Evolution of activities per sector”, in the subsections “Risks and uncertainties” and
section "IV. Financial Risks of ELLAKTOR Group", contain information on the most material issues / risks
of the Group (financial and non-financial, where relevant and significant) and the Group’s response.
Communication with Stakeholders
For ELLAKTOR Group, systematic and effective two-way communication with its stakeholders is the basis
for the evaluation and planning of its actions and practices, as well as for addressing everyday challenges.
The Group recognizes as stakeholders those groups that affect and are affected, directly or indirectly, by
its activities. Stakeholders belong either to the Group’s internal environment (such as shareholders,
employees) or to the external environment (suppliers, clients, business partners).
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Establishing mutual trust and constructive cooperation with our stakeholders, by taking into account the
different expectations and needs of each stakeholder group, is one of our main concerns at ELLAKTOR
Group. In this context, separate channels of communication with each stakeholder group have been
established aiming at ensuring a prompt and open dialogue with them. In addition, the Group invites its
stakeholders to participate in surveys to assess material issues of sustainable development, the results of
which contribute to the shaping of the Group’s strategy.
The Corporate Communications Division of ELLAKTOR Group is responsible for the planning and
implementation of communication actions with both the internal and external stakeholders for all Group’s
activities and its subsidiaries, in Greece as well as in all other countries in which it operates.
The Corporate Communications Division implements policies to manage and protect the Group's
corporate reputation, plans and implements communications in full alignment with the Group's vision
and values, ensures proper communication with stakeholders and harmonizes the Group with those
communication policies and the approved communication strategy. The Corporate Communications
Division has adopted and implements a number of policies, such as the Group’s Media Relations and
Press Office Policy, the Group’s Advertising Policy, the Group’s Social Media Management Policy, the
Group’s Internal Communication Policy, the Public Position Policy, the Financial Communication Policy
etc.
At the same time, the Group’s primary communication with the investment community
(Shareholders/Investors) is carried out through a structured process which is based on the Investor
Relations Policy and describes the principles and procedures through which the Group ensures the correct,
direct, regular and equal information of its shareholders, providing them with all necessary clarifications
and information regarding the exercise of their rights, arising from their shareholder status.
More information regarding communication with stakeholders will be presented in the annual
Sustainability Report for the year 2022.
GRI 417-3 (Total number of incidents of non-compliance concerning marketing communication):
In 2022, no incidents of non-compliance were recorded.
Innovation & Digital Transformation
Digital transformation is an important part of the Group's strategy, aiming to offer easy-to-use digital
services oriented to the needs of its activities. Digital transformation aims at optimizing the way the
organization operates, increasing the quality as well as the speed of information collection.
To achieve this, the Group's IT Department applies flexible models for the design and implementation of
new digital solutions, incorporating innovative methods and cutting-edge technologies in various areas,
such as access to corporate information from mobiles and tablets, cloud technologies, data analysis and
presentation of results for decision-making, cybersecurity, etc.
ELLAKTOR Group intends to fully exploit the opportunities of digital transformation and acquire relevant
knowledge and skills at all levels, in order to form a working environment familiar with the digital reality
and the opportunities it offers.
The Group’s strategy in relation to the dissemination and implementation of Digital Transformation within
its activities is “Cloud First”. Based on this strategy, the IT Department considers as a priority the use of
Cloud technologies when implementing new requirements in the organization, avoiding the purchase of
equipment and the establishment of expensive Data Centers. Especially for business sectors such as
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construction, which is not constantly intensive but is directly dependent on the number of projects at any
given time, Cloud technology has been instrumental in scaling and de-scaling resources when required,
without tying up capital which may lie idle for long periods of time.
The Group has therefore entered into a strategic partnership with Microsoft, using Microsoft services to
implement the Group's plans and transition to the Cloud. To date, it has implemented a number of
projects that leverage Microsoft technologies, such as email, user files, thematic sites (SharePoint), secure
network access, Group Portal, Project View application for site and factory management, etc.
The Group’s digital transformation is an ongoing effort that strongly embraces the concept of change,
not so much in technological applications, but rather in the work methods. Technology is already being
used in various segments and activities, such as the use of Building Information Modeling (BIM) in
architecture and construction, the use of modern IT service methods, such as IAS (Infrastructure as a
Service), PaaS (Platform as a Service) but also SaaS (Software as a Service), which provide an economic,
secure and flexible infrastructure of digital resources, the construction of an Alternative Data Center in
the Cloud, using Microsoft technologies, which, in the event of a total destruction of the Data Center
located in the main building, allows the organization to continue working without interruption within a
short time.
Based on the needs of the Group and its companies, the implementation of a series of projects, such as
the development of a new human resources management system, has started and is in full swing aiming
to become the main point of reference for the Group’s staff. In addition, the implementation of a series
of automated processes is underway, such as the Integrated Materials Management System, which aims
to monitor the process from the demand of the material to its consumption in a project, in a unified and
electronic manner, to ensure the correctness and acceleration of the process and to minimize the use of
paper documents. There is also automated invoice entry in digital format and automated data entry with
Artificial Intelligence (AI) technologies through the use of RPA (Robotic Process Automation) technology.
At the same time, in the context of its sustainable development strategy, the Group has set specific goals
for innovative applications covering all 5 strategic axes for sustainable development. More specifically, in
both the Construction and Real Estate Management segment, it supports the development of "smart"
buildings, which are designed based on the principles of the circular economy using materials with
innovative properties. In particular, initiatives are being implemented to optimize the use of natural
resources and raw materials in projects, with the aim of establishing a culture of reuse, recycling, and
energy saving. In the Concessions segment, the operation of projects is aligned with the goals of
sustainable development (ESG Targets), aiming to install "smart" operating models, with the aim of
managing emergencies or accidents promptly and efficiently. In the segment of Environment, the
objective is to manage waste but also the reuse of energy in collaboration with energy intensive industries.
For this purpose, the Group participates in a number of research projects and seeks new partnerships with
technology companies and educational institutions, so that it can transfer know-how from the research
stage to the stage of operation in real conditions. Indicative areas of interest include the use of BIM
technologies to create a digital twin building, floating photovoltaic systems, as well as the application of
robotic technology, both in emergency response to critical infrastructure, and in routine maintenance and
repair.
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E-Environment
Recognizing its responsibility towards the environment, ELLAKTOR Group has set as a goal and priority to
ensure effective environmental management and reduce the impact that may result from its business
activities. To this end it applies the best available practices and techniques, develops strategies for the
continuous improvement of its environmental performance and focuses on the continuous information
and awareness of its stakeholders on environmental & energy issues.
The Group’s ESG & Sustainable Development Strategy Division is responsible, among other things, for the
systematic monitoring of environmental management by the Group’s companies, the development of
appropriate action plans and environmental programs that will lead to improvement of the environmental
performance of the Group’s business areas, as well as for the enhancement of the environmental
awareness among the Group’s employees and subcontractors. The Group’s main companies have an
Environment & Energy Department, which is responsible for ensuring the proper compliance and
continuous improvement of the environmental and energy management systems of each subsidiary.
Depending on the nature of the projects and the size of the project’s environmental footprint, an
Environmental & Energy Manager is appointed to support and oversee the implementation of the policies
and procedures of the Environmental & Energy Management Systems in the project.
Environmental management
The Group has adopted an Environmental & Energy Policy and is committed to continuous compliance
with applicable legislation and any other requirements, to protect the environment and prevent pollution,
to ensure the provision of the required information and resources, to achieve the objectives of the
implemented Environmental & Energy Management Systems, to ensure consultation and open dialogue
with stakeholders on environmental and energy issues and to continuously improve environmental and
energy performance.
The Group’s subsidiaries that implement certified Environmental & Energy Management Systems have
individual Environmental & Energy policies that incorporate the above-mentioned commitments.
Main Risks & Risk Management
The Group identifies and assesses the main risks and threats to environmental management. Some of the
risks identified are: the possibility of non-compliance with environmental legislation or environmental
licensing of the project in a timely manner, any incidents of pollution in a water recipient, air or dust
emissions beyond the limits, waste leaks, soil contamination, ineffective use of energy resources, increased
water consumption along with potential pressure and changes in the hydrological characteristics of water
systems. Other risks that have been identified include disturbance to the local community such as noise
and vibration above the limits, reduction of the green areas, potential disruption of biodiversity,
complaints from stakeholders, environmental impacts from subcontractors’ operations and risks related
to ensuring business continuity and preparedness to deal with emergencies (e.g. pandemics, wars) and
changes in topography.
In addition, the risks arising from the impacts of climate change and the transition to a climate-neutral
economy are expected to affect the Group’s companies in matters related to their operations. In particular,
the Group has identified the following risks from climate change:
▪ physical climate risks and associated phenomena (e.g. severe weather events, floods, fire,
landslides, land subsidence),
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▪ transition risks related to the costs of the energy transition, rising costs of raw materials and
increased requirements for disclosure of climate-related information resulting from legislative
changes.
In order to reduce the environmental impacts of its activities and mitigate environmental risks, the Group
focuses on the following:
▪ implementation, operation and continuous improvement of ISO 50001 and ISO 14001 certified
Energy & Environmental Management Systems,
▪ implementation of best available techniques in terms of environmental protection,
▪ integrated energy management aiming at rational use and energy saving through appropriate
actions and control of energy consumption,
▪ reduction of greenhouse gas emissions and other air emissions,
▪ monitoring of air pollutants and implementation of anti-pollution technologies,
▪ minimisation of hazardous and non-hazardous waste by reducing the amount of waste produced,
reusing it to the extent possible, recycling and adopting waste sorting practices at the source,
contributing to the promotion of the circular economy and industrial symbiosis,
▪ decreasing water consumption and increasing its reuse, where possible,
▪ rational management and saving of raw materials and natural resources,
▪ implementation of emergency plans to prevent potential environmental impacts from emergency
events,
▪ effective management of nuisances such as noise, vibrations, traffic congestion, in order to reduce
the impact on the local community, to the traffic and the public utility networks and protected
areas,
▪ protection of antiquity and cultural heritage sites,
▪ restoration of green spaces and in general the landscape of projects and activities and avoidance
of deforestation,
▪ aesthetic upgrading and harmonious integration of the sites into the adjacent and wider
environment within which the projects are implemented,
▪ conservation and protection of biodiversity and ecosystems in the areas in which it operates,
▪ informing, training and raising awareness among employees, including employees of
subcontractors, on environmental and energy issues in the workplace and on the impacts of the
operation of the companies in which they are employed, on the environment and society, in
general,
▪ maintaining a program of internal audits of projects by certified internal auditors,
▪ reducing the environmental footprint of subcontractors on projects through corrective actions
when deviations from internal audits are identified and through employee training,
▪ working with suppliers to achieve its environmental goals and supporting the supply of energy
efficient products and services.
In particular, in order to address the risks arising from climate change, the Group has committed to and
incorporated into its strategy a series of actions aimed at successfully transitioning to zero emissions by
2050 and adapting to the inevitable impacts of climate change. For this purpose, in collaboration with
specialized consultants, it plans to identify all sources of greenhouse gas emissions resulting from its
activities, recording direct emissions and additionally examining indirect emissions associated with
sources not owned or controlled by the Group, but resulting from its activities. This process will form the
basis for the development of a road map for a sustainable transition to a zero-emissions future. For this
purpose, Group’s subsidiaries established in 2022 dedicated Energy Management Teams (EMTs), to
examine the footprint of each company's energy consumption by energy use, identify opportunities for
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improvement and record energy saving actions. In addition, in order to strengthen its resilience, the Group
is in the process of identifying and assessing climate risks and their potential financial impacts in line with
the TCFD recommendations (Task Force on Climate – related Financial Disclosures) and drafting a Climate
Risk Mitigation Plan.
In order to comply with the criteria established in the EU Taxonomy Regulation regarding climate change
adaptation, the Group is in the process of a detailed assessment of the natural climate risks that are
material to its business. The assessment is based on best practices and the following guidelines of the
Delegated Act on Climate:
▪ conducting an audit of the Group's activities in order to determine the physical climate risks,
which may affect the performance of its economic activity, throughout its expected duration (e.g.
land subsidence, landslide, storm, flood, etc.),
▪ assessing the likelihood of a threat from one or more of the physical climate risks with a climate
risk and vulnerability assessment, to assess the significance of the natural climate hazards to the
economic activity,
▪ assessing climate change adaptation measures that can reduce physical climate risk identified,
▪ for activities with an expected duration of less than 10 years, the assessment is carried out at least
using climate projections at the smallest appropriate scale.
Finally, through the certified Environmental Management Systems implemented in accordance with the
ISO 14001:2015 and ISO 50001:2018 standards (see [ISO table]), a systematic recording of environmental
and energy indicators is achieved, which demonstrates continuous performance improvement, identifies
the needs and expectations of stakeholders, identifies threats and uses opportunities to improve
performance, raises employees' awareness of environmental and energy issues and harmoniously
integrates the activities into the wider natural and man-made environment.
The main elements of the Environment & Energy Management Systems are the following:
▪ Organisational Structure of Environment & Energy
▪ Training and Awareness raising
▪ Communication and consultation
▪ Response to any environmental accidents
▪ Waste management procedures
▪ Environmental Management Plan for the projects
▪ Emergency Response Plan
▪ Internal Audits by certified auditors
▪ Monitoring and Evaluation of environmental & energy indicators
▪ Management review
Policy outcomes & non-financial performance indicators
In 2022, in order to increase employee awareness, the Group's introductory Environment & Energy
training for projects was redesigned, presented and forwarded to all subsidiaries in order to train all
employees. Moreover, following the successful pilot test of the monthly Environment and Energy
messaging tool at AKTOR, in 2022, it was also implemented in the Group by sending messages with a
different theme each time, while special messages related to global days (e.g. World Water Day) were sent
to employees to raise awareness on environmental and energy issues. In this context, a special action
was organized on World Environment Day, at the Group's headquarters, offering glass water containers
to all employees, to avoid the use of plastic and single-use containers, as well as reusable cloth bags.
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In the Environment sector, HELECTOR, setting as its main priority the prevention of the consequences that
may arise from the operation of facilities and the minimization of risks during the execution of the projects,
aims at zero environmental incidents/accidents. To this end, it has prepared Emergency Response Plans
for each facility, which were fully aligned with local and national pollution control plans, to provide the
necessary guidance for making the right decisions and taking the appropriate measures. It has also
prepared an Environmental Risk Assessment for each facility. The assessment identifies and assesses the
environmental impacts in the event of a major accident and natural disasters and analyses measures to
avoid and mitigate them. Finally, it systematically carries out preparedness exercises and organizes
employee training to ensure their response and readiness in the event of an emergency.
In the Construction segment in 2022, emphasis was placed on the reuse of excavated waste within the
projects, on increasing the waste prevention rate directed to landfills, while training and awareness-raising
activities were designed and implemented for the Environment & Energy Officers of the projects and
employees.
It is worth mentioning that Aktor Facility Management SA, received in 2022 certification in accordance
with the ISO 41001:2018 (Facilities Management), thus strengthening and promoting the objective of
optimising the services provided and the continuous improvement of the organisation. In addition,
AKTOR FACILITY MANAGEMENT received 6 awards and the honorary distinction "Energy Supplier of the
Year" at the Energy Mastering Awards ceremony in 2022. The company was awarded for the way it
operates, with regard to environmental protection and climate change impacts mitigation, its good
practices for improving energy efficiency and its continuous contribution to the reduction of the
environmental footprint.
To address and manage environmental risks and threats in the Concessions sector, MOREAS S.A. has been
implementing an ISO 14001 certified Environmental Management System since 2009, to systematically
record its environmental performance and promote the objective of continuous improvement. The
development, documented implementation and certification of the Energy Management System in
accordance with ISO 50001 since the year 2018, is another step in the continuous effort to reduce the
energy footprint of MOREAS S.A. during the operation, maintenance and exploitation of the Concession
Project. It should be noted that, since the launch of the Environmental (2009) and Energy (2018)
Management Systems, electricity consumption has been reduced by approximately 15% compared to
2017, the number of Road Traffic Noise monitoring points has been tripled and the amount of waste
generated has been reduced through actions to sort recyclable materials at the source.
The development and documented implementation of certified Environmental and Energy Management
Systems in accordance with ISO 14001 and ISO 50001 creates the necessary framework to ensure the
reduction and, if possible, the limitation of the environmental footprint of the subsidiaries and promotes
the of continuous improvement of their environmental performance.
Energy, climate change and air emissions
ELLAKTOR Group seeks to contribute to the collective European goal of a successful and sustainable
transition to a climate-neutral economy by 2050. In addition, it is considering expanding its activities into
new sectors by exploiting innovative technologies, which will be areas of major growth in the next decade.
In addition, through the design and development of biogas utilisation plants, ELLAKTOR Group
contributes to addressing climate change, both through the substitution of fossil fuels, and through the
effective energy recovery of methane released from Sanitary Waste Landfills. The benefits are multiple
since, in addition to avoiding third-party emissions, methane is captured, recovered and not released,
thus avoiding its contribution to global warming.
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It is also worth mentioning that in the context of the modernization of the Thermal Treatment Facility of
Hazardous Waste Sanitary Landfills, it is planned to upgrade the equipment, and to convert the incinerator
into a Waste to Energy plant. With this upgrade, the unique Medical Waste Incinerator will move up the
waste management hierarchy, as the waste is now treated as a useful material for energy production,
significantly reducing the environmental footprint of the plant.
In addition, the gradual replacement of led lamps program in the street lighting continues at MOREAS
S.A., resulting in the continuous improvement of the project’s energy performance.
Finally, the Group, also in the context of the implementation of the new National Climate Law, proceeded
with installing charging stations in several of its building facilities.
Through the production of 1,365 GWh of electricity from RES in 2022, it is estimated that the Group
contributed to the prevention of the emission of 1,266,301 t CO2 eq. from third parties.
GRI 302-1 (Energy Consumption within the organization): The Group's total energy consumption for
2022 amounted to 251,044 MWh.
GRI 305-1 (Direct Greenhouse Gas Emissions – (Scope 1) & GRI 305-2 (Indirect Greenhouse Gas
Emissions - Scope 2): In 2022, the Group's greenhouse gas (GHG) emissions that result from the
electricity consumption from the grid, are estimated at 33,671 tnCO
2
eq.(indirect emissions – scope 2) and
34,837t CO2 eq. comes from the consumption of natural gas, heating oil, diesel, petrol, LPG and CNG, and
waste incineration (direct emissions – Scope 1).
In addition, emissions from the processes of biogas exploitation activities are estimated at 87,993 t CO
2
.
However, it is worth noting that the CO
2
emissions from this activity would be several times higher if these
units did not exist, as CH
4
would be released into the atmosphere, and thus the overall positive impact of
these plants is much higher than their carbon footprint.
It should be noted that the ELLAKTOR Group, in collaboration with specialized consultants, is in the
process of reviewing its direct and indirect greenhouse gas emissions with the aim of recording all direct
emissions and examining other indirect emissions. The methodology for calculating emissions for the
reporting year 2022 is based on both the widely recognized GHG Protocol and the International Standard
ISO 14064-1. In order to calculate emissions with the smallest possible deviations, any revision of
emissions factors has been taken into account, in accordance with the proposed hierarchy of sources for
these factors, as recommended in the above-mentioned documents.
Circular economy
ELLAKTOR Group has placed, among other sustainable practices, the circular economy at the core of its
strategy, as the transition to the circular model is a prerequisite for entering a path of sustainable
development and prosperity.
By adopting the circular economy model, the Group aims to preserve products and materials to the
maximum extent possible, by extending their life cycle and increasing recycling and reuse rates, thus
increasing their added value. The transition to a circular economy requires the promotion and
implementation of modern and innovative waste management methods, aiming to fully maximise the use
of waste.
The Group’s activity and, in particular, the Environment segment, is directly linked to the circular economy,
as through HELECTOR, it is active in the field of waste management. HELECTOR is one of the largest
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companies specializing in Waste Management in Southeast Europe, and it is active throughout the whole
spectrum of the design, construction and operation of modern waste treatment plants, biological waste
treatment plants and energy recovery from biogas in landfill plants. The plants apply Best Available
Techniques at all stages of waste treatment and management in order to enhance recycling, produce
useful secondary products, minimize carbon dioxide emissions, minimize landfill residue, divert the
biodegradable fraction from landfill, and, ultimately, have a positive environmental footprint.
A key pillar of the continuous effort to optimize environmental performance indicators is the prioritization
of waste, with an emphasis on preventing its creation and preparing it for recycling and reuse. The
promotion of recovery methods (R) over disposal methods (D) is carried out through processes of
separation of waste at the source, which include employees training and awareness, the development of
appropriate infrastructure, cooperation with suitable and approved collection facilities and monitoring
the overall performance, resulting in the contribution to the ecosystems protection and the areas
surrounding these sites.
The recording of the Group's waste is one of the most important procedures for the evaluation and
implementation of best waste management practices. The Group also monitors annually the percentages
of its waste management methods (e.g. reuse, recovery and landfill), in order to evaluate and monitor its
performance over time.
The Construction segment also has an important contribution to the promotion of the circular economy
by achieving the reuse of excavation waste within the project.
It is worth mentioning that subsidiaries in the Environment sector enter into collaborative relationships
with the subsidiaries in the Group’s Construction segment to receive and manage waste such as co-
mingled packaging resulting from the latter in the context of strengthening industrial symbiosis.
The activity of the construction excavation and demolition waste management plants (A.E.K.K.) through
the subsidiary HELLENIC QUARRIES, also contributes to the utilization of the products and residues of the
plants and to the rehabilitation of inactive quarries.
A recycling and reuse program is also implemented in all types of waste resulting from the operation of
highways (waste lubricating oils, vehicles at the end of their life cycle, batteries, spare parts-scrap iron,
green waste, etc.).
The New Alimos Marina implements a Waste Collection and Management Plan that includes the
management of all types of waste and cargo residues produced on the ships that usually sail in the marina,
in collaboration with licensed partners.
In addition, the recycling program implemented in the companies and headquarters of the ELLAKTOR
Group includes the management of waste from office operations (paper, toners, plastic, etc.), and waste
electrical and electronic equipment (computers, monitors, etc.).
Biodiversity conservation and ecosystem protection
The Group undertakes initiatives to protect and conserve biodiversity, fully complying with the relevant
legislation and environmental requirements, as well as with the environmental management procedures
applied to projects in areas of high environmental value.
The Group takes into consideration the environmental requirements of projects or activities in or near
biodiversity-sensitive areas and monitors protected species (flora and fauna), as listed in the approved
environmental terms.
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In the Concessions segment, specifically with regard to the Attiki Odos project, sections of the motorway
were covered, where possible. The aim of these works is to integrate the project into the environment and
urban landscape. Moreover, in order to prevent the negative impacts in cases of extreme weather,
extensive flood control works and consistent tree planting were carried out on the slopes of the motorway.
With regard to the protection of the local fauna, a special fence was installed to protect wild or stray
animals from getting into the motorways. In addition, with the instalment of special stickers in accordance
with international standards, incoming birds are prevented from hitting the glass noise barriers.
In addition to the MOREAS project, for the area of the Artemisio tunnel, a Special Ecological Assessment
(EIA) has been prepared, on which an assessment was made regarding the impacts of the Project on the
conservation objectives of SPA GR2510004 and there are no significant impacts on the types of
characterization and demarcation of the area and in other protected species. Based on the conclusion of
the assessment, the operation of the Concession Project does not substantially affect the structure and
functions of the area, as the integrity and conservation objectives of the SPA or the coherence of the
Natura 2000 Network as a whole are not affected. Regarding the flora within the boundaries of the
Concession Project, MOREAS S.A. is permanently responsible for the care and the maintenance of the
plantings. The existing flora along the highway compensates and improves the balance of greenery, and
at the same time the selected species are in harmony with the endemics without hindering their spread
or acting competitively.
Moreover, for all wind farm construction projects, the implementation of reforestation of similar-sized
areas or forestry projects of equal value is anticipated. At the same time, a bird monitoring program is
implemented in significant biodiversity areas (i.e. Natura) during all phases of the projects’ construction
(construction preparation, construction and operation). In all projects with an avifauna monitoring
program, annual reports are submitted to the competent authorities for evaluation.
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S-Society
One of the Group’s strategic pillars is the Health, Safety and Development of its employees and the
employees of its subcontractors. As the Group’s main objective and strategic priority is to act responsibly
in relation to the Society in which it operates, it contributes to social welfare through its business activity
and its social actions, responding consistently, responsibly and transparently to the needs and
expectations of the local and wider society.
Social and Labour matters
Recognising the importance of its human resources, the Group has designed and adopted a series of
actions and activities aimed at the continuous development of the knowledge and skills of its employees,
as well as at ensuring a healthy and safe working environment.
Workplace environment
The Group invests in the well-being of its people and in shaping a positive working environment. It seeks
to create the appropriate structures and working conditions that will promote employee training,
development and advancement, offering equal opportunities and supporting diversity.
The Group's Human Resources Department is in the process of reviewing its existing policies and
procedures. In this context, the new Human Resources Policy was approved, which aims to enhance the
transparency, equal opportunities and the most efficient operation of the Group.
Following the adoption of the Policy against Harassment and Violence at Work, which aims to create and
consolidate a workplace that respects, promotes and ensures human dignity and the right of every
individual to a workplace free of violence and harassment, the Group informed the employees about this
Policy, through the multiple communication channels available, such as the intranet, the Group's website
and the new electronic e-Learning platform.
ELLAKTOR Group recognizes the existence of risks due to the lack of equal opportunities for advancement
and the lack of attractive remuneration and benefits, which may lead to the loss of experienced and
qualified employees or to a reduction in their performance.
The Group’s objective is to mitigate the aforementioned risks through due diligence policies and
procedures to retain and attract competent employees and executives, through evaluating the
performance of its employees, but also through a uniform remuneration and benefits system, which
ensures legal remuneration and ensures that it is competitive with the labor market in each country in
which it operates, offering in many cases remuneration and benefits beyond those set by law. To achieve
this objective, the Group participates in and procures salary and benefit surveys to assess the
competitiveness of all employee compensation. The result of this process is to propose corrective actions
to improve employee retention and pay competitiveness.
Employees receive equal pay for equal work, regardless of race, gender, color, citizenship or national
origin, class, religion, age, disability, marital status, sexual orientation or gender identity, and political
beliefs.
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The needs of the role in relation to the level (Grade) at which each role has been evaluated, determine
the benefits offered voluntarily by the Group.
Moreover, in the context of development and continuous improvement of employees, in order to achieve
both personal and corporate goals, a performance appraisal system has been established for the Group's
human resources. Through the performance appraisal process, the skills and behaviors of employees are
assessed at a specific period each year. The purpose of the annual performance evaluation is for the
employee to be informed about their performance, and to attend training programs specially designed
for their needs and capabilities, in order to achieve their continuous improvement.
Supporting open communication, the Group holds meetings with sectoral unions (Builders Union and
Hired Technicians Union) and allows the representatives of these unions to enter its facilities and projects
for the purpose of informing employees. In the companies of the Group and depending on the size of the
projects/activities, the employees create official Health and Safety committees, which, in collaboration
with the Management of the projects/activities, strengthen the participation and consultation for the
improvement of the Health & Safety performance.
GRI 2-7 (Employees): At the end of 2022 (31.12.2022) the employed staff of the Group numbered 7,329
people, of which 5,355 were male employees and 1,974 were female employees, while 5,926 employees
worked in Greece and 1,403 abroad.
Employees Training & Development
The training and development of the Group’s employees is one of the pillars for achieving its corporate
goals. For this reason, procedures related to the training and development of human resources at Group
level have been drawn up and implemented. Monitoring developments and constant feedback are of
great importance to the development of each employee and their capacity to handle their duties.
The Group organizes training programs for human resources with the aim of transferring know-how and
improving the skills of employees. The type of training is selected by the Training and Development
Department of the Human Resources Division in collaboration with the employees' Managers. The training
consists of two separate plans, one concerns general training and the second is linked to the roles and
the development plan of the employees as a result of their annual evaluation.
The modernization and restructuring of the Group have created training needs, both at the headquarters
level and at the level of projects/activities. Conventional forms of training involving the physical or remote
presence of an instructor cannot meet these needs. In this context, the Group developed an electronic e-
Learning platform and at the same time proceeded to create educational material/courses, in
collaboration with the relevant Departments, covering both technical issues and issues related to Group
policies and procedures.
This process also contributes to the creation of a unified culture in the Group, as the goal is for all
employees to receive the same information, which they should adopt in their daily lives.
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Occupational Health & Safety (H&S)
Care for the Health and Safety of all Group’s human resources is a fundamental part of its broader business
policy and philosophy.
In the context of creating a stable, healthy and safe working environment, the Group implements an
integrated Health and Safety Management Policy and Health and Safety Management Systems, Certified
according to the ISO 45001:2018 standard aiming at continuously maintaining and improving the Health
and Safety conditions at the workplaces, based on established procedures and safe work instructions;
preventing and minimizing accidents and occupational diseases, as well as ongoing staff training and
provision of information on matters relating to health and safety in the workplace.
As part of its operation and due diligence processes, the Group identifies and assesses a number of risks,
such as possible injuries at work, possible occupational diseases, emergencies (pandemic COVID-19, fire,
earthquake, flood, chemical gas leakage, etc.), a potential impossibility to timely comply with legal and
other requirements, failure to identify the occupational risk (unsafe way of performing work, or lack of
training, failure to apply the 15 inviolable H&S rules, etc.), unsatisfactory provision of services by
stakeholders (external partners, suppliers, subcontractors, etc.) on health and safety issues, complaints
from employees or external partners of the Group, possible sanctions or defamation that may arise,
possible exclusion of the Group from pre-selection questionnaires in public or private sector projects.
In order to manage and minimize the above risks, the Group has adopted a series of measures, such as
continuous identification, assessment and review of the relevant risks through the Written Occupational
Risk Assessment (WORA) of the projects - facilities, strict monitoring and continuous compliance with the
legislation, continuous training of employees in health and safety matters, supervision of the
implementation of health and safety measures, implementation of internal procedures and health and
safety instructions, internal H&S audits, by certified auditors, daily checks by the H&S Managers in the
projects/facilities where they have a physical and daily presence, implementation of good practices to
raise awareness and develop an H&S culture (such as the transmission of monthly Health & Safety
messages, the application of the 15 Inviolable H&S Rules, the 15-minute Health & Safety meetings and
the observance of the Monthly H&S Report, systematic meetings to exchange experiences with the Health
& Safety Managers of the projects), measurements of Health & Safety factors, as well as the emergency
plan adapted to all possible sources of risks-emergencies.
With the aim of further strengthening the Health & Safety culture in order to achieve zero accidents, the
Group has integrated into its strategy a series of actions, , such as the digitization of the "Safety Pass" tool
for all employees and the extension of the tool to all employees of its subcontractors, the development
of a digital application to record near misses, unsafe situations and actions, the monitoring of corrective
actions and the culture change program in positions of responsibility (Safety Leadership Program.
GRI 403-9: Work-related accidents: It should be noted that in 2022, 61 employee accidents and 6
subcontractor employee accidents were recorded in the companies of ELLAKTOR Group (excluding
pathological, fatal, zero-day absenteeism accidents and traffic-related accidents while travelling to/from
work).
It should be noted that the Group also records and submits to the competent authorities accidents with
zero days of absence from work, as they are treated with the same procedures as accidents with more
than one day of absence, in order to be analyzed and investigated so that corrective measures can be
taken to avoid similar incidents in the future. For 2022, the Group recorded 20 accidents with zero days
of absence from work.
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On 08.07.2022, an accident occurred resulting in the fatal injury of a subcontractor employee – an
employee of the subcontractor company, in an electricity transmission network maintenance project. The
exact causes and circumstances of the accident are being investigated by the competent authorities.
All accidents of the Group and its subcontractors are treated following the same procedure and
methodology as set out in the Health & Safety Management System. All accidents, depending on their
severity and size, follow a series of actions in relation to their significance.
After an accident is declared to the competent authorities, it is investigated by the project/activity
investigation team, in accordance with the Group's internal procedure and always in accordance with the
requirements of the current legislation.
Respect for human rights
For ELLAKTOR Group, respect for human rights is a non-negotiable value, both for its employees and its
business partners.
The Group has an international presence and employs a very large number of people in its projects and
activities, either directly, by hiring them, or indirectly through its business partners. Although the
institutional framework and working environment may differ significantly from one country to another,
ELLAKTOR Group recognizes its duty to protect the rights of people and local communities that may be
affected by its projects and activities wherever they are located. In order to ensure this, it is the Group's
intention to apply a set of principles and guidelines on human rights in all its companies and in all
countries where it operates.
The Group Human Rights Policy sets this framework, as well as the principles of respecting human rights
at work, with the aim of safeguarding the human rights of its employees and the employees of its
subcontractors, as well as the local communities where it carries out business.
The Policy is based on the principles of the United Nations Universal Declaration of Human Rights (UDHR),
the United Nations Guiding Principles on Business and Human Rights (UNGPs), the United Nations Global
Compact, the OECD Guidelines for Multinational Enterprises, as well as the Declaration on Fundamental
Principles and Rights at Work of the International Labor Organization (ILO 87 and ILO 98). In accordance
with the Human Rights Policy the provision of equal opportunities is a mandatory condition.
The Group's principle is that, where national legislation and international human rights standards differ,
the stricter standard will apply. In cases where national legislation is contrary to international standards,
the Group's aim is to seek ways to comply with international standards to the maximum extent possible,
alongside compliance with national legislation.
Having signed the UN Global Compact, which promotes at an international level the adoption of 10
globally accepted Principles in the fields of human rights, working conditions, the environment and the
fight against corruption, ELLAKTOR Group is committed to complying with its principles in the exercise of
its business activity, as well as in its engagement with stakeholders.
At the same time, both the Group and its employees are protected by the terms and provisions of the
Code of Conduct, which they sign when they are hired, as well as the business partners through the
contracts that are signed.
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GRI 406-1 (Incidents of discrimination and corrective actions): As a result of the above procedures,
during 2022 the Group had no confirmed incident of violation and/or infringement of Human Rights and
no incident of discrimination due to race, gender, religion, age, political beliefs, etc. reported to the
Human Resources Department or the Group's Regulatory Compliance Department.
Diversity, Equity & Inclusion
Equal opportunities, as one of the Group's core values, is placed at the heart of the corporate culture,
reflecting its belief that a sustainable world can only be achieved if the right conditions are created to
encourage and value diversity, promote dignity and inclusion, both in the workplace and in the wider
society. The creation of a workplace that defends and promotes diversity, equality and inclusion allows
ELLAKTOR Group to respond effectively to challenges, foster commitment, creativity and innovation in
order to achieve economic prosperity and growth.
In December 2022, the Diversity, Equality and Inclusion Policy was approved, with the aim of defining the
basic principles regarding diversity, equality and inclusion, as well as describing the relevant regulatory
documents and the Group's commitments to developing and shaping a diverse, fair and inclusive work
environment.
ELLAKTOR Group's intention is to promote the values of Diversity, Equality and Inclusion, and to
strengthen in this direction the corporate Principles, Policies and Codes, such as the Code of Ethics, Code
of Conduct for Business Partners, the Human Rights Policy and the Human Resources Policy. In addition,
the Group's goal is to extend these principles throughout its supply chain, through the Code of Conduct
for Business Partners, which forms the basis of cooperation with Business Partners.
It is worth mentioning that in 2022 ELLAKTOR Group signed the declaration of support for the Women's
Empowerment Principles (WEPs) created by United Nations institutions, UN Women and the UN Global
Compact, in order to promote worldwide Gender Equality and the Empowerment of Women in the
workplace, market and society. At ELLAKTOR Group, gender equality is a non-negotiable fundamental
right and the signing of the Women's Empowerment Principles is a confirmation of its commitment to a
workplace without inequalities and without exclusions.
Additionally, for the first time, ELLAKTOR Group participated in the evaluation of the Bloomberg GEI index,
achieving a score higher than the inclusion threshold. This success was the result of a series of actions
and initiatives implemented over the past two years and a true recognition of the Group's commitment
to the principles and dynamic promotion of diversity, equality and inclusion.
GRI 405-1 (Diversity of governance bodies and employees), C-G4 (Composition of the Board of Directors)
and ΑTHEX C-S2 (Women employees):
On 28.07.2022, the Board of Directors of the company consisted of eleven (11) members of Greek
nationality, eight (8) men and three (3) women. Four (4) of its members were aged 30-50 years and seven
(7) were over 50 years old. Finally, 27% of the members of the Board of Directors are women.
At the end of 2022 (31.12.2022) the percentage of women employees of the Group increased from 26%
to 27% compared to the previous year.
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Social Responsibility
ELLAKTOR Group, leveraging its diversified portfolio of activities, focuses on the development of new and
innovative projects that contribute towards developing and improving quality of life. The Group supports
the Greek economy and creates value, part of which it distributes to society. It seeks to always be close to
society, listening to its needs and expectations and responding to them with professionalism, dignity and
respect, developing trust-based relationships and supporting the local communities in which it operates.
Improving the Urban and Built Environment
ELLAKTOR Group contributes substantially to the expansion of the urban environment through the
Construction segment, while a key focus of its Real Estate Development segment is the upgrade of the
residential environment, the protection of free spaces and the creation and redevelopment of recreational
areas.
All projects are constructed in accordance with the latest standards, applicable environmental legislation
and approved environmental terms.
In the Construction segment, the subsidiary company of the Group, TOMI SA, contributes substantially to
the development and upgrading of urban areas, both nationally and locally. Through the construction
projects it carries out, it upgrades the image of the urban areas, contributes to the improvement of the
microclimate, the regeneration of streets and parks of the urban areas in local level which are a pole of
attraction for citizens and visitors.
Nuisance management
The impacts of the Group's projects on the local community may include exposure to noise, vibrations,
air pollution, visual nuisance and burden on the traffic network.
Companies in the Concessions segment, through stationary noise measurement stations or calibrated and
certified mobiles instruments, monitor the noise level along the highways they manage, in accordance
with the current legislation and their contractual obligations.
During the year 2022, the Concessions segment and more specifically the Environment Department of
MOREAS S.A. carried out traffic noise measurements along the Motorway, in 18 locations of cities or
settlements located within the zone of 200 meters on either side of the road axis, following the approval
of these positions by the competent public authorities.
During 2022, the road traffic noise did not exceed the applicable limits at any of the measurement
locations and no nuisances of any kind were recorded.
Companies in the Construction segment comply with Greek and European legislation regarding noise and
take the necessary measures, which are described in procedures that are part of the Environmental
Management Systems. In case of nuisances and complaints from the local community, a nuisance
assessment procedure is applied and the project/activity takes the necessary corrective actions.
The measures to deal with noise and vibrations applied in the Construction segment are:
▪ Appropriate arrangement of machines and work planning.
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▪ Regular maintenance of machines and vehicles, regular noise control and measurements.
▪ Control of vibrations generated by project machinery.
▪ The simultaneous operation of more than one vibration source is avoided.
▪ Use of Project Machinery (PM) and anti-noise construction equipment with the appropriate noise
certification (CE).
▪ Installation of temporary sound barriers to minimize noise.
▪ Appropriate arrangement of stored materials on site areas as a temporary sound barrier where
possible.
▪ Proper training of project machinery operators.
▪ Avoiding noisy work during common quiet hours. Adaptation of working hours according to local
conditions and sensitive recipients close to the project.
▪ Shutting down machinery and equipment when not in use.
In the Environment segment, with the aim of reducing the levels of environmental noise at the boundaries
of the facilities during the activity of collecting and transporting waste and complying with the applicable
decisions on environmental conditions, HELECTOR implements practices, such as monitoring the noise
levels on a regular basis with the carrying out of measurements in a large number of places around the
perimeter of the factories, noisy equipment is limited to separate structures/units, either in the planning
phase of new units, or in case of detection of noise exceeding the legislative limits in the perimeter of the
facilities, and regular maintenance and KTEO inspections of vehicles.
Social Contribution
ELLAKTOR Group, recognizing the importance of society as a whole and responding to its needs, takes
initiatives to support communities and vulnerable social groups.
The Group’s social action is focusing on the following categories:
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With a focus on people and the needs of the wider Society, the ELLAKTOR Group continues its substantial
contribution and support to the local communities in which it operates. In particular, in collaboration with
the Bodossaki Foundation, it contributed to the "Live Science" program, for the creation of natural science
laboratories in selected public high schools throughout the country, ensuring the appropriate conditions
for meaningful student engagement with these sciences in practice.
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In addition, in the context of supporting the New Generation and healthy standards that promote effort,
ethics, development and excellence, ELLAKTOR Group became a Gold Sponsor of the Hellenic Swimming
Federation in 2022. Through this sponsorship, the aim is to create better conditions for all athletes and
the associations of the federation throughout Greece, to promote the value of sports for the New
Generation and to support the professionals of water sports - the national teams in the effort up to the
2024 Olympic Games.
A key priority, however, is also the cultivation of volunteerism and the support of initiatives that are
consistent with the Group's values and contribute to the goals of improving people's quality of life, with
the participation of employees. In this context, the Group carries out a series of voluntary actions
supporting the work of notable non-profit organizations, such as Make-A-Wish, Wise Greece, and We4All.
The companies of the Group develop their social contribution initiatives depending on their segments of
operations as well as on the needs of the local and the wider community in the areas where they operate.
The actions and programs implemented by ATTIKI ODOS and ATTIKES DIADROMES have focused for
more than 10 years on the education and awareness of children, young people and adults in road safety
issues.
Initiatives supported by the companies in the Renewable Energy Sources segment in 2022, focused on
improving the infrastructure of the local communities, in which wind farms are being constructed or
operate.
The actions and programs implemented by the Group's companies, which are active in the Environmental
segment, focus on strengthening the infrastructure of the areas in which they operate, as well as educating
and raising awareness on environmental protection issues, with an emphasis on recycling.
The companies which operate in the Construction segment, constantly support local communities, listen
to their needs and manage their requests. They provide assistance in emergency situations, while at the
same time contributing to the maintenance, upgrading and improvement of existing infrastructure. Upon
the completion of local projects, it is common practice for the companies to donate equipment, helping
local authorities to cover their needs.
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G-Governance
In October 2022, ELLAKTOR received the ISO 37000:2001 certification for Organizational Governance, after
being audited by an independent body and is one of the first companies in Greece to receive this
Certification.
ISO 37000:2021 is the global point of reference for good governance, incorporating all international best
practices.
Good governance not only fosters an environment of trust, transparency and accountability, but also helps
align an organization’s purpose with society’s interests by building strong relationships with stakeholders
while effectively managing and preserving its resources.
Corporate Governance
ELLAKTOR applies the corporate governance principles set out in the respective legislative framework. In
this context, and more specifically pursuant to Article 17 of Law 4706/2020 and Article 4 of the Decision
of the Hellenic Capital Market Commission (Decision 2/905/3.3.2021 of the Board of Directors of the
Hellenic Capital Market Commission), the Company has adopted, by virtue of a decision of its Board of
Directors dated 28.06.2021, the Hellenic Corporate Governance Code of the Hellenic Corporate
Governance Council (June 2021) -which replaced the Hellenic Corporate Governance Code for Listed
Companies issued in 2013 by the Hellenic Corporate Governance Council-, accompanied by the relevant
deviations which are explicitly mentioned in the Corporate Governance Statement, as it is reflected in the
current Annual Financial Report of the Group.
This code, which is inspired by the Corporate Governance Principles of the Organization for Economic
Cooperation and Development (OECD), is posted on the official website of the Company
(https://ellaktor.com).
The Board of Directors of the Company places particular importance to Corporate Governance issues,
aiming at adopting and operating systems and processes that optimise the Corporate Governance
System. In this context, it has adopted a series of policies, such as Board Member Suitability Policy, the
Conflict of Interest Policy, the Remuneration Policy, the Corporate Governance System (CGS) Evaluation
Policy, the Operating Regulations of the Board of Directors, etc. These Policies are specialised in
procedures and forms for their practical application.
More information is provided in Section "B.3 Corporate Governance Statement" of this Annual Financial
Report and specifically in section "I. Corporate Governance", where the corporate governance practices
implemented by the Company in addition to the provisions of Law 4706/2020 are detailed, as well as the
deviations from the specific practices of the Greek Corporate Governance Code which are described in
detail, as mentioned above.
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Regulatory compliance
The Regulatory Compliance function, which is responsible for the design and implementation of the
Regulatory Compliance Management System, reports, through the Vice Chairman, to the Group’s Board
of Directors, a clear commitment to integrity and transparency.
For this purpose, a Regulatory Compliance Management System has been established and implemented
at Group level, which was certified by an independent body with ISO 37301:2021 (Regulatory Compliance
Management System).
Integrity Regulatory Compliance Program
In order to successfully implement the Compliance Management System, ELLAKTOR Group has developed
an Integrity Regulatory Compliance Program that includes Integrity Compliance Measures that are
incorporated in its daily work to ensure compliance with all applicable laws and regulations and to ensure
that the right decisions are made on a daily basis.
The Integrity Regulatory Compliance Program encompasses all the necessary tools and resources to
promote a culture of integrity and follows the “Commit - Assess - Act - Monitor: Constantly Improve”
approach.
In order to make it possible to report incidents of violations of the Code of Ethics, the Code of Conduct
for Business Partners, the Policies and the applicable legislation, the company has established multiple
communication channels (phone, e-mail, complaint platform, etc.) which have been renamed Talk2Ellaktor
as of October 2021. In addition, the new reporting and complaints platform (anonymous complaints can
also be submitted) was launched, in full compliance with the European Directive 1937/2019.
In February 2022, ELLAKTOR received the ISO 37002:2021 Whistleblowing Systems certificate after an
audit by an independent body, which demonstrates the implementation and management of an effective
complaint management system in accordance with international standards.
Codes & Policies
Policies and Codes are in place at the Company and Group level for the implementation of the Regulatory
Compliance Management System, which include the principles and rules applicable to the Group. These
Policies and Codes form an integral part of the Company’s and the Group’s Internal Audit System, which
includes a number of additional policies and procedures - in addition to the Regulatory Compliance
Management System - the most important of which are listed below:
▪ Code of Ethics
▪ Code of Conduct for Business Partners
▪ Conflict of Interest Policy
▪ Reporting & Complaints Policy
▪ Anti-Corruption Policy
A more detailed description of the Integrity Regulatory Compliance Program, as well as the above policies
and procedures, are available on the Group’s website.
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Anti – Corruption and Anti-Bribery
ELLAKTOR complies with all applicable anti-corruption laws and conducts its business activities
transparently.
At the moment, all Group companies implement the Anti-Bribery Management System, while ELLAKTOR,
the main subsidiaries per segment of activity (AKTOR CONCESSIONS SINGLE MEMBER S.A., HELECTOR
S.A., AKTOR S.E., REDS REAL ESTATE DEVELOPMENT S.A.) and TOMI have received a relevant ISO
37001:2016 certificate from an independent body.
The fundamental principles against corruption and bribery are described in the Code of Ethics. ELLAKTOR
Group, demonstrating its commitment to zero tolerance for corruption and bribery incidents, has also
adopted a standalone Anti-Corruption Policy with clear instructions and directions for the integration of
its provisions in every activity.
In addition, as part of the Integrity Regulatory Compliance Program, ELLAKTOR Group has developed a
methodology for the identification, assessment and management of integrity risks, which are broken
down into individual risks, identified by taking into account various factors (e.g., environment, operations,
activities, etc.) and assessed based on their likelihood and impact. This process is ongoing across the
Group and ensures that ELLAKTOR focuses on high-risk areas as a priority.
In particular, the Group assesses the Bribery Risk by sector, in order to manage it in a targeted and more
efficient manner. This assessment is updated on an annual basis in order to capture the current risks and
the countermeasures to reduce them to acceptable levels.
GRI 205-3 (Confirmed incidents of corruption and actions taken): As a consequence of the above, it
is pointed out that in 2022 there were no confirmed incidents of corruption in the ELLAKTOR Group.
Risk management
The high volatility at the international level and the increased supervisory requirements led ELLAKTOR
Group to adopt upgraded risk management operations, focusing on Enterprise Risk Management (ERM),
a system that is currently a key competitive advantage of every modern business and is considered a
condition of continuity and sustainability.
The Group is called upon to face a multitude of ever-changing risks at a strategic, economic, geopolitical,
regulatory and operational level, turning threats into opportunities. The ERM includes all the strategic
pillars of the Group, monitors their daily activity, works proactively in the recognition and identification of
risks, their assessment and management so that their eventual outcome has as little impact on its goals
as possible.
The Group has identified the need to implement a risk management system and is working towards
making the risk management function an integral part of the daily work of all staff, regardless of
hierarchical level. The creation of a single culture for dealing with business risks is a continuous, systematic
and long-term process. Business risks are the concern of all staff, with overall awareness to achieve
prevention.
For the transparent, safe and reliable operation of companies, in terms of the management of business
risks, the Greek legislation has incorporated directives and provisions of the European Parliament and the
Council such as (EU) 2017/828 & 2017/1131. The Group is fully compliant with the current institutional
ELLAKTOR SA
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and legal framework (Law 4706/2020 and HCMC Decision No. 1/891/30.9.2020) and applies the relevant
directives, while at the same time it has incorporated in its relevant procedures the principles of ISO
31000:2018 & ISO-IEC Guide 73, as well as best practices.
In this context, an enterprise risk assessment methodology adapted to the needs and business profile of
the Group has been adopted, promoting a unified culture that integrates risk management as a whole in
processes, activities and decision-making at all levels. This methodology is followed by all business
sectors, central services and functional units and includes the following steps:
The Management is informed and monitors the implementation of the Business Risk Management System
in the daily life of the organization, emphasizing the systematic identification and assessment of risks that
affect the business activities and additionally the timely response of the organization by planning and
implementing actions to deal with the risks, based on their criticality, as detailed in the approved
Procedure. The Management also evaluates the effectiveness and the need to readjust the
countermeasures proposed by the Risk Management Division, with the aim of achieving best
management in the framework of a cost-benefit analysis.
The organization’s main risks are identified by recording them in the Risk Register, which is a tool of the
Risk Management System adapted to the Group’s business profile (scope and nature of activities). Various
events are recorded in the Register, e.g. potential risks, from all operations, and they are analyzed based
on their probability of occurrence and their potential impact on the Group's strategic priorities and
objectives. Risk mitigation tools and actions are also selected and assessed, such as the configuration of
processes with built-in safeguards, controls and transfer of risks to third parties.
Risk response planning is carried out within the framework of a holistic approach per activity. Risk
management which is integrated into every activity and function of the Group increases its preparedness
in managing future crises from unforeseen factors, improving its ability to respond, strengthening its
resistance to impacts and cultivating the required culture in all its staff (risk co-perception and reaction)
against risks.
The main risk categories recorded in the Group's Risk Register, their evaluation and management
processes are summarized below.
Strategic Risk refers to the Group’s business choices that are affected by more general external risks that
are taken into account during decision-making and relate to the political and economic systems of
societies, government changes and policies that lead to unrest or population movements, changes in
legislative frameworks, imposition of sanctions, military engagements, creating an ever-changing
environment that can pose a threat to the Group’s operations, through their impact on the supply chain,
human resources, financial performance of operations and the safety of employees and partners.
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The Group mitigates the specific risk by ensuring regular provision of the required timely, valid and
documented information to the Management with parallel feedback on the progress and development
of important projects and/or the implementation of decisions. Recognizing that the quality of the
information and data provided to support a decision is reflected in the quality of the decision,
Management analyses the risks involved in its strategic choices with the help of experts and consultants
by taking calculated risk within the acceptable levels – as defined by the Group’s risk appetite. Also, the
acceleration of the implementation of more general projects related to the establishment of procedures
for monitoring and control of operations with the partnership of Information Technology, which is being
implemented, is evident that significantly upgrades the environmental conditions where the executives
are called upon to make the decisions for which they are responsible.
Financial Risk generally refers to anything that has a direct impact on the financial statements and affects
the results of the Group. It is addressed through the development and establishment of relevant
procedures for each function of Financial Management, with an emphasis on the collection of audited
data for the preparation of financial statements (plus the income and cash flow statement), the recording
and management of assets, processing and payment of all kinds of expenses, in compliance with tax
legislation, the management of reserves and in the coordinated management of the Group's overall
relationship with the Banks (renegotiation of pricing & other terms of cooperation, in order to optimize
the benefit for the Group), as well as on the monitoring of cash flows per activity.
More specifically, targeted actions are taken to address:
▪ liquidity risk: by planning cash needs on a weekly basis and in a rolling 30-day period, as well as
on a monthly basis by determining liquidity needs for a six-month period, according to similar
procedures in the Accounting Department,
▪ interest rate risk: hedging for almost all long-term borrowing
▪ exchange risk: it is eliminated by linking receivables with liabilities in the same currency (e.g.
linking claims with loan repayment in the same currency), as well as
▪ credit risk: it is limited because the Group's counterparties are mainly government agencies and
a small number of credit-tested individuals.
IT Risk relates to the security of networks, information and operating systems, the security and integrity
of the company's data, the safeguarding of sensitive information, as well as the smooth operation of
business activities. A possible breach would affect the Group's reputation, its smooth operation and its
overall competitive position. In addition, a potential cyber-attack could potentially cause a negative
impact on the financial condition and operating results, in addition to the loss of time.
The Group has developed an information security framework through which it aims to optimally protect
information systems and data. An IT Policy has been instituted which is in line with the medium-long-
term strategic plan of the Group, as well as corresponding procedures, which define the investment plan
in terms of the safe support of business objectives with the development of programs to enhance the
security of data and applications, with the help of external partners, as well as the development and
establishment of a disaster recovery program in the context of the business continuity plan, which is tested
and updated/improved on a regular basis according to the business needs of the Group. At the same
time, there is a continuous and structured information security awareness and training program which is
applied throughout the Group, so that all staff understand the IT risks, the need and the responsibility
attributed to them for the security of data, systems and operations.
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Reputation & Customer Risk refers to the damage caused to the company's reputation by fake news,
misconceptions about the Group’s operation, its purposes and values, negative advertising, unfortunate
events, possible communication mistakes through the Group’s websites, social networks, and/or direct
communication with potential or existing clients/partners.
According to the principles of the Group, customer satisfaction, an excellent and mutually beneficial
relationship with partners and the contribution to the well-being and development of the local
communities in which it operates are its main concern and pursuit. In addition, the Corporate
Communication Division has designed and implements Policies and Procedures aimed at aligning the
entire organization with the approved communication strategy, ensuring proper communication with
stakeholder, with a view to protecting the corporate reputation.
Health & Safety Risk is important because it affects human life. Health and safety as a good is a
fundamental concern of the Group, which is included in all its strategic choices and decisions and is
integrated in the whole range of its activities. The Group constantly invests in safeguarding and protecting
health and safety. Regarding this risk, a detailed report on the Group’s management/response method is
made in the S-Society section.
Environmental Risk refers to intense weather conditions or long-term environmental changes, to
transition risks related to extensive political, legal, technological changes and measures to adapt and
mitigate the effect of climate change, and to a successful response of the organization to a low carbon
economy, carrying out the required functional adjustments. Regarding this risk, a detailed report on the
Group’s management/response method is made in the E-Environment section.
Regulatory Compliance Risk concerns the non-maintenance of legal and regulatory compliance at a
business, contractual, labor, social, environmental and product (product or service) level. The
Management ensures that the overall corporate activity is lawful, meets high levels of responsible
entrepreneurship and strengthens the climate of trust between the Group and its stakeholders
(employees, customers, suppliers, partners, administrative and institutional authorities, etc.), through
consistency in its principles and values and demonstrates zero tolerance as regards compliance related
actions. This risk is dealt with by the implementation of the program of the relevant Division, and in
particular by the continuous information and training of the staff on related issues and the
implementation of planned audits.
Operational Risk may appear in every function of the organization, as a result of incorrect or deficient
procedures with the absence of adequate safeguards. It is addressed by creating procedures for all Group
activities and functions incorporating the required principles of two-level control and segregation of
duties. In particular, the procedures are developed with the participation of IT, so that the required
safeguards/control mechanisms are fully set to prevent or mitigate risks through lean and digital
processes. At the same time, the appropriate and targeted training of staff on these issues enhances the
implementation and proper compliance with them, achieving prevention and mitigation of the relevant
risks.
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Management Systems
In order to ensure transparency in all its activities and the efficiency of its business operations, ELLAKTOR
Group has developed Management Systems, which are certified in accordance with international
standards. This ensures constant improvement and greater reliability of the Group, providing also multiple
benefits related to safe working conditions, protection of the environment and enhanced productivity and
sustainability.
Company
ISO 9001:2015
ISO 45001:2018
ISO 14001:2015
ISO 50001:2018
EMAS III
ISO 39001:2012
ISO 37000:2021
ISO 37001:2016
ISO 37301:2021
IS0 37002:2021
ISO 41001:2018
ISO 27001: 2013
ISO 22301:2019
ISO/IEC
20000-
1:12018
ELLAKTOR Group (ELLAKTOR S.A.)
√
√
√
√
√
Concessions
AKTOR CONCESSIONS SINGLE-MEMBER
S.A.
√
√
√
√
√
ATTIKES DIADROMES S.A.
√
√
√
√
√
ATTIKI ODOS S.A.
√
√
√
MOREAS S.A.
√
√
√
Environment
HELECTOR S.A.
√
√
√
√
√
√
√
√
√
STERILISATION S.A.
√
√
√
APOTEFROTIRAS S.A.
√
√
√
ASA S.A.
√
√
√
EDADYM SINGLE MEMBER S.A.
√
√
√
INCINERATOR LEASE J/V HELECTOR SA -
ARSI SA
√
√
√
BEAL S.A.
√
Construction
AKTOR SA
√
√
√
√
√
√
√
AKTOR F.M. SINGLE MEMBER S.A.
√
√
√
√
√
√
√
HELLENIC QUARRIES S.A.
√
√
√
√
GREEK NURSERIES S.A.
√
√
TOMI SA
√
√
√
√
√
√
√
Real Estate Development
REDS REAL ESTATE DEVELOPMENT S.A.
√
√
YIALOU EMPORIKI & TOURISTIKI (Smart
Park)
√
√
The Group was audited for all its activities with regard to the application of the guiding principles of the ISO 37301:2021
standard on Regulatory Compliance Management, replacing ISO 19600:2014, and HELECTOR was audited for the
application of the guiding principles of the ISO 26000 standard on Corporate Social Responsibility management.
Supply Chain
The Group, in cooperation with its suppliers, aims to fully meet the needs of its projects and operations
and to achieve the highest quality of its final projects, products and services. At the same time, it focuses
on supporting local suppliers, where feasible, thus strengthening the local market.
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In accordance with the existing procedures and practices, in regard to supply management, procurements
are carried out individually per company and/or project, based on predetermined specifications and
market research and on the accessibility of local suppliers.
With the aim of centralized procurement management, a Group Procurement Division has been created
and cooperates with the other Divisions of the Group as well as with the Procurement Departments of the
companies and projects, in order to monitor and serve their needs. The Division is responsible for
purchases that comprise more than one company/ joint venture and/or project of the Group, seeking to
reduce costs, based on the economies of scale. In addition, it monitors materials’ market trends and
advises the companies accordingly.
Supply Chain Risk Management
The Group monitors, assesses and reviews the degree of impact of the various risks related to the supply
chain.
In mid-2022, a reassessment of these risks was carried out and the degree of their impact was revised.
Among other events that significantly affect the achievement of the Group’s strategic goals and have a
significant impact on its operation, possibly its reputation, as well as the continuity of its activity, the
following were also recorded, in relation to the continuity of supply:
▪ Interruption of flow of goods due to unavailability (interrupted continuity).
▪ Inability of approved suppliers to perform supply contracts.
▪ Absence of framework agreements for some of the critical goods.
The criticality and impacts, mainly cost-related, of the above during 2022 became particularly noticeable,
due to the geopolitical environment.
Supply Chain Surveillance Systems and Procedures
In accordance with the existing procedures and practices, in regard to supply management, procurements
are carried out individually per company and/or project, based on predetermined specifications and
market research and on the accessibility of local suppliers.
Suppliers/subcontractors are similarly selected through open market research, with request for product
specifications and proposals of at least 3 different suppliers/subcontractors. From the offers received, the
final selection takes into account the quality of the proposal and the cost of the services, as well as the
delivery/response time.
The Procurement Division and the individual procurement departments of the Group have identified the
existence of risks related to the supply chain and their subsequent negative impacts and have launched
actions to manage these risks.
Moreover, in the context of updating and further developing the systemic and operational needs, related
to the supply chain, work groups (project teams) were created for the continuous improvement of the
issues related to the supply chain.
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ELLAKTOR Group has created a special "Code of Conduct for Business Partners" which includes the
description of its minimum requirements/expectations from the third parties with whom it cooperates,
including its supply chain, on issues related to responsible business and sustainable development, while
it is a basic requirement of the commercial cooperation between the two parties. The Code is aligned with
the Global Sustainable Development Goals.
It is worth mentioning that the Group has acquired an internationally recognized tool to strengthen the
Third-Party Due Diligence process of all its sectors of activity. The tool includes a risk-based assessment
process of business partners, but also their continuous monitoring during the business relationship, and
focuses, among other things, on issues of corruption and bribery (anti-bribery & corruption), negative
information or sanctions regarding the cyberspace, environment and society etc.
More specifically, AKTOR and HELECTOR, through its cooperation with its suppliers and subcontractors,
sets as its goal the absolute coverage of its needs and the optimal quality of its final projects, products
and services. At the same time, it focuses on supporting local suppliers and subcontractors where possible,
thus strengthening the local market.
Also, a new ERP system (DANAOS-PROJECT VIEW) has been installed and is in the development and
optimization phase, and to begin with, it will operate for AKTOR and HELECTOR companies. This new
system will be connected to SAP where it will facilitate the accounting department in the entry of invoices
and the proper monitoring of payments.
GRI: 204-1 Percentage of purchases from domestic suppliers: In 2022, 92% of the Group’s companies
supplies came from local suppliers. Local suppliers are considered those whose headquarters are located
in the country where the Group's activities are carried out, while significant locations of operation are
defined as the countries of operation, which are within the scope of the Report (i.e. companies of the
Group based in Greece, Germany, Jordan, Qatar, Cyprus and Romania, in which the Group has a majority
stake and/or exercises administrative duties.)
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Non-financial Performance Indicators 2022
Indicative performance indicators for 2022 are presented below. The full set of non-financial indicators of
the Group will be presented in the Sustainable Development Report for 2022.
ELLAKTOR Group
Indicators
2020
2021
2022
E-Environment
GRI 302-1
Energy consumption (MWh)
247,850
249,852
251,044
C-E3
Emissions of CO
2
eq. (tons of CO
2
equivalent)-Total
1
97,911
90,327
68,508
GRI 305-1
Emissions of CO
2
eq. (tons of CO
2
equivalent)-Scope 1
1
41,433
28,389
34,837
C-E1
GRI 305-2
Emissions of CO
2
eq. (tons of CO
2
equivalent)-Scope 2
1
56,478
61,938
33,671
C-E2
Electricity generation from RES (MWh)
2
1,250,450
1,379,510
1,364,480
Prevention of emissions of CO
2
eq. (tons of CO
2
equivalent)
(thousand tons of CO
2
eq.)
1
1,751
1,707
1,266
Environmental investments
N/A
€2,776,190
€1,941,445
S-Society
GRI 403-9
Number of fatalities
3
(number of workers)
2
3
0
Number of injuries
4
(number of workers)
69
5
55
6
61
7
GRI 2-7
Number of employees
8
31/12
7,245
7,296
7,329
C-S2
Women employees (%)
24%
26%
27%
GRI 406-1
Incidents of discrimination and corrective actions taken
0
0
0
Health & Safety investments
€2,787,924
N/A
€1,316,244
G-Governance
GRI 204-1
Supplies procured from domestic suppliers (% procurement)
9
95%
94%
92%
C-G1
Composition of the Board of Directors - Percentage of Board
members who are women
22%
10
43%
11
27 %
12
C-G4
Sustainable Development Policy
-
√
13
√
C-G2
Sustainable Development Overview
-
Sustainable
Development
Committee
14
Sustainable
Development
Committee
GRI 205-3
Confirmed incidents of corruption and actions taken
0
0
0
ELLAKTOR SA
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The figures concern the activities of the ELLAKTOR Group companies in Greece, Germany, Cyprus, Qatar,
Romania, and Jordan, including the joint ventures in which the Group companies own more than 50% and/or
exercise management.
1. The ELLAKTOR Group, in collaboration with specialized consultants, is in the process of reviewing direct
and indirect greenhouse gas emissions with the aim of recording all direct emissions and examining
other indirect emissions. The methodology for calculating emissions for 2022 as a baseline year, is based
on both the widely recognized GHG Protocol and the ISO 14064-1 International Standard. To this extent
and for the correct calculation of emissions with the smallest possible deviations, any revision of the
emission coefficients has been taken into account, according to the proposed prioritization of their
sources, as proposed in the above documents. These factors are similarly revised for the calculation of
greenhouse gas emission avoidance. It is noted that for the years 2020 and 2021 the emission prevention
was recalculated with the revised factors. Emissions from the processes of the biogas utilization units
have not been included in the direct emissions.
2. Transmission losses have not been included in the production of electricity from RES.
3. Incidents due to pathological causes and road accidents that occurred while commuting to/from work
are excluded.
4. An injury is defined as any incident during work hours that resulted in the injury of an employee, as well
as in the loss of working days (beyond the day of the incident).
5. The 2020 accidents include the 24 accidents with zero days of absence from work.
6. Accidents in 2021 do not include fatalities, incidents due to pathological causes and accidents with zero
days of absence from work.
7. Accidents in 2022 do not include fatalities, incidents due to pathological causes, accidents with zero
days of absence from work, and accidents occurring while commuting to/from work.
8. Including employees, regardless of their employment relationship, employed by companies and joint
ventures of the Group (in which the Group companies hold more than 50% and/or which are managed
by the Group), based in Greece, Germany, Cyprus, Qatar, Romania, and Jordan.
9. Local suppliers are those suppliers whose headquarters are located in the country where the Group’s
business is conducted, while significant locations of operation are defined as the countries of operation
that are within the scope of this Report.
10. Refers to the composition as at 31.12.2020.
11. Refers to the composition as at 31.12.2021.
12. Refers to the composition as at 31.12.2022.
13. The Sustainable Development Policy was adopted in March 2022.
14. The establishment of the Committee was completed and approved by the Board in November 2021.
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Performance in rating agencies
ELLAKTOR S.A. responds to the questions from sustainable development analysts and its performance is
evaluated by independent organizations, such as ISS ESG, Bloomberg, S&P, Refinitiv, Sustainable Fitch,
FTSE Russell, MSCI ESG, and Sustainalytics.
In addition, the Company is included in the ATHEX ESG index of the Athens Stock Exchange. This index
monitors the stock market performance of ATHEX listed companies that adopt and promote their
practices in environmental, social and corporate governance (ESG) issues.
ELLAKTOR Group was included, for the first time, in the "Financial Times Stock Exchange4Good
(FTSE4Good) Index Series" sustainability index. The FTSE4Good indices were created by FTSE Russell and
measure companies' performance in implementing Environmental, Social and Governance (ESG) practices.
The FTSE4Good Indices are used by the financial and investment market to evaluate socially responsible
investment opportunities and other business products. The FTSE Russell rating is based on listed
companies' performance on Corporate Governance, Health and Safety, Anti-Corruption and Climate
Change. The companies included in this FTSE4Good index respond to multiple Environmental, Social and
Corporate Governance criteria and conditions.
Disclosures according to EU Taxonomy
With the action plan for sustainable finance the European Commission aims to make the economic and
financial system in the EU more sustainable and to achieve the goal of climate neutrality by 2050. The key
tool of this action plan is the EU Taxonomy Regulation.
Under the Taxonomy Regulation, ELLAKTOR Group evaluated how and to what extent its activities are
associated with environmentally sustainable economic activities, following the basis of the Taxonomy
Regulation and Climate Delegated Act, as well as the Complementary Climate Delegated Act, by adopting
a methodology for evaluating five main stages as follows:
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Taxonomy Eligibility Screening
According to the Regulation, in order to check eligibility, the contribution of each activity to the
achievement of one or more of the following six environmental objectives is evaluated:
1. Climate change mitigation
2. Climate change adaptation
3. Sustainable use and protection of water and marine resources
4. Transition to a circular economy
5. Pollution prevention and control
6. Protection and restoration of biodiversity and ecosystems
In this context, ELLAKTOR Group has applied the basis of the Taxonomy Regulation and the Climate
Delegated Act and recorded in the table below the economic activities that are identified as eligible with
regard to the definition under the Taxonomy Regulation.
It is noted that activities that are not subject to the Climate Delegated Act are included in the non-eligible
activities.
Taxonomy Alignment Screening
According to Regulation (EU) 2021/2139, an economic activity is defined as environmentally sustainable
if it meets the following conditions:
▪ It contributes substantially to one or more environmental objectives
ELIGIBILITY ALIGNMENT
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(71) / (270)
In this context, the eligible economic activities were evaluated based on the technical screening
criteria in terms of the substantial contribution to the first two environmental objectives - climate
change mitigation and adaptation to climate change, as provided for in Annexes I and II to the Climate
Delegated Act.
▪ It should also ‘do no significant harm’ with regard to any of the other five environmental
objectives (DNSH)
Pursuant to the provisions of Article 17 of the Taxonomy Regulation, regarding the criteria of not
causing a significant harm to other environmental objectives, the environmental impacts of both the
activity itself and the environmental impacts of the products and services resulting from that activity
over their entire life cycle are taken into account. Specifically, the criteria of not causing significant
environmental harm to the environmental objective of climate change adaptation, are mentioned in
the “E-Environment” section.
▪ It meets minimum social safeguards
In line with the guidelines of the Taxonomy Regulation and the Climate Delegated Act, activities were
assessed against minimum safeguards, with a focus on ensuring respect for human rights and good
business conduct. In this context, the support of human rights was evaluated, as well as the
safeguarding of business ethics, among others, through the avoidance of corruption and bribery, the
fulfillment of tax obligations and the safeguarding of fair competition.
Calculation and recording of Financial KPIs
To calculate the degree to which an activity is considered sustainable, the following measurement
methods have been taken into account, which are referred to in Regulation (EU) 2021/2178 as Key
Performance Indicators (KPIs). Specifically, the percentages on the annual turnover from sales of products
and services, capital expenditure (CapEx) and operational expenditure (OpEx) are presented which
correspond to the financial activities of the Group that were considered non-eligible, eligible or aligned
for EU Taxonomy Regulation purposes according to the description of these activities and taking into
account their associated NACE codes, as well as the relevant technical audit criteria as listed in Delegated
Regulations 2021/2139/EU and 2022/1214/EU. The Group's economic activities were reviewed and
included/excluded both on the basis of eligibility and their alignment with the technical audit criteria
provided in the relevant delegated regulations. This evaluation is presented in detail for each aligned
activity, while the activities that were considered not meeting one or more of the technical criteria are
presented on the basis of eligibility in this report.
ELLAKTOR Group used the three following KPIs that are disclosed regarding the proportion of the
Taxonomy-eligible and Taxonomy-aligned activities, in order to calculate the respective amounts:
KPI related to turnover (Turnover) (%):
The percentage of sales in accordance with the Complementary Climate Delegated Act is calculated as
the part of the net turnover derived from products or services, linked to economic activities aligned with
the Taxonomy Regulation (numerator), divided by the net turnover of the Group (denominator). The
denominator is based on consolidated sales, in accordance with International Accounting Standard (IAS)
1.82 (a). Specifically, the total sales of the Group are reflected in ‘Sales’ in the Group’s Annual Financial
Statements (Consolidated and Corporate), in the Income Statement.
The "% of turnover aligned 2022" column shows the ratio of sales from Taxonomy-aligned activities to
total sales from Taxonomy-eligible activities.
KPI related to capital expenditure (CapEx) (%):
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(72) / (270)
The percentage of capital expenditure (CapEx) was calculated based on additions to tangible and
intangible assets during 2022 before depreciation and any remeasurements, including those resulting
from revaluations and impairments for 2022 and excluding fair value changes and also any possible
additions to tangible and intangible assets resulting from business combinations (denominator).
The numerator equals to the part of the capital expenditure included in the denominator that is any of
the following, as set out in Regulation (EU) 2021/2178:
▪ related to assets or processes associated with Taxonomy-aligned economic activities
▪ part of a plan to expand Taxonomy-aligned economic activities or to allow Taxonomy-eligible
economic activities to become Taxonomy-aligned (‘CapEx plan’) under the following conditions: (a)
the project aims either to expand the taxonomy-aligned economic activities of the enterprise or to
upgrade the taxonomy-eligible economic activities to become taxonomy-aligned within a period of
five weeks, and (b) the plan shall be disclosed at economic activity aggregated level and be approved
by the management body of non-financial undertakings
▪ related to the purchase of output from Taxonomy-aligned economic activities and individual
measures enabling the target activities to become low-carbon or to lead to greenhouse gas
reductions.
Total capital expenditures are recorded under ‘Purchase of tangible and intangible fixed assets and
investments in real estate’ in the Group’s Annual Financial Statements (Consolidated and Corporate), in
the Cash Flow Statement.
The “% of capital expenditure aligned-2022” column shows the ratio of capital expenditure from
Taxonomy-aligned activities to total capital expenditure from Taxonomy-eligible activities.
KPI related to operating expenditure (OpEx) (%):
The percentage of annual operating expenditure (OpEx) was calculated based on direct non-capitalised
costs related to research and development, building renovation measures, short-term leasing,
maintenance and repair, as well as any other direct costs related to the daily maintenance of tangible
assets by the company or a third party to whom the activities necessary to ensure the continuous and
efficient operation of these assets are assigned (denominator). The numerator is equal to the part of the
operating expenditure included in the denominator that is any of the following:
▪ related to assets or processes associated with Taxonomy-aligned economic activities, including
training and other human resources adaptation needs, and direct non-capitalised costs that
represent research and development;
▪ part of the CapExplan to expand Taxonomy-aligned economic activities or allow Taxonomy-eligible
economic activities to become Taxonomy-aligned within a predefined timeframe;
▪ related to the purchase of output from Taxonomy-aligned economic activities and to individual
measures enabling the target activities to become low-carbon or to lead to greenhouse gas
reductions, provided that such measures are implemented and operational within 18 months.
The relevant expenses for the Group are included under the lines ‘Cost of goods sold’, ‘Administrative
expenses’ and ‘Distribution expenses’ in the Group’s Annual Financial Statements (Consolidated and
Corporate), in the Income Statement. More specifically, it is reflected in the line ‘Expenses for repair and
maintenance of property, plant and equipment’ in Note 31 ‘Expenses per category’ in the Annual Financial
Statements (Consolidated and Corporate) of 31 December 2022.
The “% of operating expenditure aligned-2022” column shows the ratio of operating expenditure from
Taxonomy-aligned activities to total operating expenditure from Taxonomy-eligible activities.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(73) / (270)
The following tables illustrate the percentages of eligible and non-eligible and, aligned and non-aligned
activities, according to the Taxonomy Regulation of activities by Turnover, Operating Expenditure and
Capital Expenditure.
In the tables below, the information concerning the RES sector is presented separately, as in the context
of the implementation of the transaction for the transfer of the Renewable Energy Sources Sector, to the
company ANEMOS RES HOLDINGS SA on 14.12.2022, the Renewable Energy Sources (RES) sector has
been classified as Discontinued Activities, in accordance with the provisions of IFRS 5 (note 6).
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(74) / (270)
Absolute
Turnover
2022
Turnover
Ratio
2022
Absolute
Operating
Expenditure
2022
Operating
Expenditure
Ratio 2022
Absolute Capital
Expenditure
2022
Capital
Expenditure Ratio
2022
Sector
€ million
%
€ million
%
€ million
%
Α. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (taxonomy-aligned)
CONSTRUCTION
182.40
19.3%
0.57
7.2%
27.89
63.3%
ENVIRONMENT
30.60
3.2%
0.65
8.2%
4.25
9.6%
Total eligible and aligned activities
213.00
22.6%
1.23
15.4%
32.14
73.0%
A.2 Taxonomy-eligible activities non-environmentally sustainable (non-aligned activities)
CONSTRUCTION
156.78
16.6%
0.31
3.8%
0.01
0.0%
CONCESSIONS
266.33
28.2%
2.48
31.1%
6.43
14.6%
ENVIRONMENT
2.31
0.2%
0.02
0.3%
0.29
0.7%
OTHER
0.20
0.0%
0.01
0.1%
0.52
1.2%
Total eligible and non-aligned activities
425.63
45.1%
2.82
35.3%
7.25
16.5%
Total eligible activities (A.1 + A.2) (A)
638.63
67.6%
4.05
50.8%
39.39
89.4%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Total non-eligible activities (B)
305.42
32.4%
3.92
49.2%
4.65
10.6%
TOTAL (A+B) - Continuing operations
944.04
100.0%
7.97
100.0%
44.04
100.0%
RENEWABLE ENERGY SOURCES (Discontinued operations)
99.50
9.5%
10.28
56.3%
1.47
3.2%
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(75) / (270)
Absolute
Turnover
2022
Turnover
Ratio
2022
Absolute
Operating
Expenditure
2022
Operating
Expenditure
Ratio 2022
Absolute Capital
Expenditure
2022
Capital
Expenditure Ratio
2022
Sector
€ million
%
€ million
%
€ million
%
Total activities: Continuing & Discontinued operations
A.1 Total eligible and aligned activities - Total activities
312.50
29.9%
11.51
63.1%
33.62
73.9%
A.2 Total eligible and non-aligned activities - Total activities
425.63
40.8%
2.82
15.4%
7.25
15.9%
Total eligible activities (A.1 + A.2) (A) - Total activities
738.13
70.7%
14.32
78.5%
40.86
89.8%
Total non-eligible activities (B) - Total activities
305.42
29.3%
3.92
21.5%
4.65
10.2%
TOTAL (A+B) - Total activities
1,043.54
100.0%
18.25
100.0%
45.51
100.0%
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(76) / (270)
Turnover
Criteria for
a significant
contribution
DNSH criteria ("no significant harm")
Absolute Turnover
2022
Turnover Ratio 2022
Climate change
mitigation
Climate change
mitigation
Climate change
adaptation
Water and marine
resources
Circular economy
Pollution
Biodiversity and
ecosystems
Minimum safeguards
% of turnover aligned
2022
% of turnover aligned
2021
Enabling activity
Transition activity
Sector/ Economic Activities
€ million
%
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
%
E.
Μ
Α. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (taxonomy-aligned)
CONSTRUCTION
1.4 Forestry conservation
1.38
0.1%
100%
Y
Y
Y
Y
Y
Y
0%
Ε
4.1 Electricity generation using solar photovoltaic technology
10.77
1.1%
100%
Y
Y
Y
Y
2%
Ε
5.1 Construction, expansion and operation of water collection,
treatment and supply systems
18.81
2.0%
100%
Y
Y
Y
Y
3%
5.3 Construction, extension and operation of wastewater
collection and treatment
5.20
0.6%
100%
Y
Y
Y
Y
Y
1%
6.14 Infrastructure for rail transport
126.54
13.3%
100%
Y
Y
Y
Y
Y
Y
20%
7.1 Construction of new buildings
12.42
1.3%
100%
Y
Y
Y
Y
Y
Y
2%
Ε
7.2 Renovation of existing buildings
4.14
0.4%
100%
Y
Y
Y
Y
1%
Ε
7.3 Installation, maintenance and repair of energy efficient
equipment
3.11
0.3%
100%
Y
Y
Y
0%
Ε
ENVIRONMENT
4.3 Electricity generation from wind power
1.70
0.2%
100%
Y
Y
Y
0%
5.10 Containment and use of gas from landfills
22.81
2.4%
100%
Y
Y
Y
Y
4%
5.9 Recovery of materials from non-hazardous waste
6.10
0.6%
100%
Y
Y
Y
1%
Total eligible and aligned activities
213.00
22.6%
A.2 Taxonomy-eligible activities non-environmentally sustainable (non-aligned activities)
CONSTRUCTION
1.4 Forestry conservation
0.54
0.1%
4.5 Electricity generation from hydroelectric power
3.04
0.3%
5.1 Construction, expansion and operation of water collection,
treatment and supply systems
4.14
0.4%
5.3 Construction, extension and operation of wastewater
collection and treatment
6.36
0.7%
5.4 Renovation of wastewater collection and treatment systems
6.01
0.6%
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(77) / (270)
Turnover
Criteria for
a significant
contribution
DNSH criteria ("no significant harm")
Absolute Turnover
2022
Turnover Ratio 2022
Climate change
mitigation
Climate change
mitigation
Climate change
adaptation
Water and marine
resources
Circular economy
Pollution
Biodiversity and
ecosystems
Minimum safeguards
% of turnover aligned
2022
% of turnover aligned
2021
Enabling activity
Transition activity
Sector/ Economic Activities
€ million
%
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
%
E.
Μ
6.15 Infrastructure facilitating road transport and public transport
132.81
14.1%
6.16 Infrastructure for maritime transport
0.64
0.1%
7.1 Construction of new buildings
0.49
0.1%
7.2 Renovation of existing buildings
1.77
0.2%
7.3 Installation, maintenance and repair of energy efficient
equipment
0.09
0.0%
Other categories
0.89
0.1%
OTHER
1.4 Forestry conservation
0.20
0.0%
CONCESSIONS
6.15 Infrastructure facilitating road transport and public transport
257.89
27.3%
Other categories
8.44
0.9%
ENVIRONMENT
5.9 Recovery of materials from non-hazardous waste
2.31
0.2%
Total eligible and non-aligned activities
425.63
45.1%
Total eligible activities (A.1 + A.2) (A)
638.62
67.6%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Total non-eligible activities (B)
305.42
32.4%
TOTAL (A+B) - Continuing operations
944.04
100.0%
RENEWABLE ENERGY SOURCES - Discontinued activities
4.3 Electricity generation from wind power
98.68
9.5%
100%
Y
Y
Y
Y
4.5 Electricity generation from hydroelectric power
0.82
0.1%
100%
Y
Y
Y
Y
Total activities: Continuing & Discontinued operations
A.1 Total eligible and aligned activities - Total activities
312.50
29.9%
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(78) / (270)
Turnover
Criteria for
a significant
contribution
DNSH criteria ("no significant harm")
Absolute Turnover
2022
Turnover Ratio 2022
Climate change
mitigation
Climate change
mitigation
Climate change
adaptation
Water and marine
resources
Circular economy
Pollution
Biodiversity and
ecosystems
Minimum safeguards
% of turnover aligned
2022
% of turnover aligned
2021
Enabling activity
Transition activity
Sector/ Economic Activities
€ million
%
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
%
E.
Μ
A.2 Total eligible and non-aligned activities - Total activities
425.63
40.8%
Total eligible activities (A.1 + A.2) (A) - Total activities
738.13
70.7%
71.2%
Total non-eligible activities (B) - Total activities
305.42
29.3%
28.8%
TOTAL (A+B) - Total activities
1,043.54
100.0%
100.0%
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(79) / (270)
Criteria for
a significant
contribution
DNSH criteria
("no significant harm")
Operating expenditure
Absolute Operating
Expenditure 2022
Percentage of Operating
Expenditure 2022
Climate change
mitigation
Climate change
mitigation
Climate change
adaptation
Water and marine
resources
Circular economy
Pollution
Biodiversity and
ecosystems
Minimum safeguards
% of operating
expenditure aligned 2022
% of operating
expenditure aligned 2021
Enabling activity
Transition activity
Sector/ Economic Activities
€
million
%
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
%
Ε
Μ
Α. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (taxonomy-aligned)
CONSTRUCTION
4.1. Electricity generation using solar photovoltaic technology
0.03
0.4%
100%
Y
Y
Y
Y
0.7%
Ε
5.1. Construction, expansion and operation of water collection,
treatment and supply systems
0.34
4.2%
100%
Y
Y
Y
Y
8.3%
5.3. Construction, extension and operation of wastewater collection
and treatment
0.12
1.5%
100%
Y
Y
Y
Y
Y
3.0%
6.14. Infrastructure for rail transport
0.09
1.1%
100%
Y
Y
Y
Y
Y
Y
2.2%
ENVIRONMENT
4.3. Electricity generation from wind power
0.23
2.9%
100%
Y
Y
Y
5.8%
5.10. Containment and use of gas from landfills
0.35
4.4%
100%
Y
Y
Y
Y
8.7%
5.9. Recovery of materials from non-hazardous waste
0.07
0.8%
100%
Y
Y
Y
1.7%
Total eligible and aligned activities
1.23
15.4%
A.2 Taxonomy-eligible activities non-environmentally sustainable (non-aligned activities)
CONSTRUCTION
5.4. Renovation of wastewater collection and treatment systems
0.03
0.3%
6.15. Infrastructure facilitating road transport and public transport
0.25
3.2%
6.16. Infrastructure for maritime transport
0.01
0.1%
7.6. Installation, maintenance and repair of renewable energy
equipment
0.01
0.1%
OTHER
1.4 Forestry conservation
0.01
0.1%
CONCESSIONS
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(80) / (270)
Criteria for
a significant
contribution
DNSH criteria
("no significant harm")
Operating expenditure
Absolute Operating
Expenditure 2022
Percentage of Operating
Expenditure 2022
Climate change
mitigation
Climate change
mitigation
Climate change
adaptation
Water and marine
resources
Circular economy
Pollution
Biodiversity and
ecosystems
Minimum safeguards
% of operating
expenditure aligned 2022
% of operating
expenditure aligned 2021
Enabling activity
Transition activity
6.15. Infrastructure facilitating road transport and public transport
2.45
30.8%
Other categories
0.02
0.3%
ENVIRONMENT
5.9. Recovery of materials from non-hazardous waste
0.02
0.3%
Total eligible and non-aligned activities
2.82
35.3%
Total eligible activities (A.1 + A.2) (A)
4.05
50.8%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Total non-eligible activities (B)
3.92
49.2%
TOTAL (A+B) - Continuing operations
7.97
100.0%
RENEWABLE ENERGY SOURCES - Discontinued activities
4.3. Electricity generation from wind power
10.28
56.3%
100%
Y
Y
Y
Y
Total activities: Continuing & Discontinued operations
Total eligible and aligned activities - Total activities
11.51
63.1%
Α2. Total eligible and non-aligned activities - Total activities
2.82
15.4%
Total taxonomy-eligible activities (A1 + A2) (A) - Total
activities
14.32
78.5%
83.2%
Total taxonomy-non-eligible activities (B) - Total activities
3.92
21.5%
16.8%
TOTAL (A+B) - Total activities
18.25
100.0%
100.0%
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(81) / (270)
Capital expenditure
Criteria for
a significant
contribution
DNSH criteria ("no significant harm")
Absolute Capital
Expenditure 2022
Capital Expenditure
Ratio 2022
Climate change
mitigation
Climate change
mitigation
Climate change
adaptation
Water and marine
resources
Circular economy
Pollution
Biodiversity and
ecosystems
Minimum safeguards
% of capital
expenditure aligned
2022
% of capital
expenditure aligned
2021
Enabling activity
Transition activity
Sector/ Economic Activities
€
million
%
0.0%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
%
Ε
Μ
Α. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (taxonomy-aligned)
CONSTRUCTION
6.14 Infrastructure for rail transport
27.89
63.3%
100%
Y
Y
Y
Y
Y
Y
71%
ENVIRONMENT
5.10 Containment and use of gas from landfills
3.47
7.9%
100%
Y
Y
Y
Y
Y
Y
9%
5.9 Recovery of materials from non-hazardous waste
0.78
1.8%
100%
Y
Y
Y
2%
Total eligible and aligned activities
32.14
73.0%
A.2 Taxonomy-eligible activities non-environmentally sustainable (non-aligned activities)
CONSTRUCTION
6.15 Infrastructure facilitating road transport and public transport
0.00
0.0%
6.16 Infrastructure for maritime transport
0.01
0.0%
OTHER
4.3 Electricity generation from wind power
0.51
1.2%
Other categories
0.01
0.0%
CONCESSIONS
6.15 Infrastructure facilitating road transport and public transport
4.82
10.9%
Other categories
1.62
3.7%
ENVIRONMENT
5.9 Recovery of materials from non-hazardous waste
0.29
0.7%
Total eligible and non-aligned activities
7.25
16.5%
Total eligible activities (A.1 + A.2) (A)
39.39
89.4%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Total non-eligible activities (B)
4.65
10.6%
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(82) / (270)
Capital expenditure
Criteria for
a significant
contribution
DNSH criteria ("no significant harm")
Absolute Capital
Expenditure 2022
Capital Expenditure
Ratio 2022
Climate change
mitigation
Climate change
mitigation
Climate change
adaptation
Water and marine
resources
Circular economy
Pollution
Biodiversity and
ecosystems
Minimum safeguards
% of capital
expenditure aligned
2022
% of capital
expenditure aligned
2021
Enabling activity
Transition activity
Sector/ Economic Activities
€
million
%
0.0%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
%
Ε
Μ
TOTAL (A+B) - Continuing operations
44.04
100.0%
RENEWABLE ENERGY SOURCES - Discontinued activities
4.3 Electricity generation from wind power
1.47
3.2%
100%
Y
Y
Y
Y
Total activities: Continuing & Discontinued operations
A.1 Total eligible and aligned activities - Total activities
33.62
73.9%
A.2 Total eligible and non-aligned activities - Total activities
7.25
15.9%
Total taxonomy-eligible activities (A.1 + A.2) (A) - Total
activities
40.86
89.8%
58.3%
Total taxonomy-non-eligible activities (B) - Total activities
4.65
10.2%
41.7%
TOTAL (A+B) - Total activities
45.51
100.0%
100.0%
This section is included for the second time in the non-financial statement of the Annual Financial Report 2022, in accordance with the provisions of EU
Regulations 2020/852, 2021/2139, 2021/2178 and the letters 509/23.02.2023, 2708/9.11.2022 from the Hellenic Capital Market Commission. In this regard, the
Group has interpreted the relevant directives and since the relevant legislation governing the European Taxonomy is constantly evolving, it monitors any changes
in order to properly adjust its approach and the disclosures it publishes for the general public.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(83) / (270)
VII. Significant transactions between related parties
The most significant transactions of the Company with related parties within the meaning of IAS 24, regard
the Company’s transactions with the following companies (associated companies within the meaning of
Law 4308/2014) and are presented in the following table:
Amounts for fiscal year 2022
Amounts in € thousand
Sales
of goods
and services
Income from
participating
interests
Purchases
of goods
and services
Receivables
Liabilities
Subsidiaries
AKTOR SA
7,742
-
13
104,870
337
AKTOR CONCESSIONS SA
8,509
-
1,535
170
99,035
REDS REAL ESTATE DEVELOPMENT SA
45
-
-
185
6
AKTOR FM SA
331
-
164
945
218
ELLINIKI TECHNODOMIKI ENERGIAKI
SA
26
-
834
-
-
HELECTOR SA
902
-
-
358
1,523
MOREAS SA
148
-
-
85
-
HELLENIC QUARRIES SA
8
-
-
96
-
TOMI SA
289
-
407
781
3
P.K. TETRAKTYS EPENDYTIKI
ANAPTYXIAKI SA
-
-
-
2,850
-
ELLAKTOR VALUE PLC
-
-
41,694
-
2,529
BIOSAR HOLDINGS LTD
-
-
-
1,900
-
OTHER SUBSIDIARIES
195
1,569
40
216
5
TOTAL SUBSIDIARIES
18,195
1,569
44,687
112,456
103,656
Amounts for fiscal year 2021
Amounts in € thousand
Sales of
goods and
services
Income
from
participating
interests
Purchases
of goods
and services
Receivables
Liabilities
Subsidiaries
AKTOR SA
9,833
-
2
57,968
310
AKTOR CONCESSIONS SA
11,699
-
-
117,488
-
REDS REAL ESTATE DEVELOPMENT SA
68
-
-
166
-
AKTOR FM SA
298
-
176
507
16
ELLINIKI TECHNODOMIKI ENERGIAKI SA
32
-
984
29
264
HELECTOR SA
865
-
48
1,003
1,969
MOREAS SA
127
-
-
119
-
HELLENIC QUARRIES SA
9
-
-
92
-
TOMI SA
260
-
59
416
60
P.K. TETRAKTYS EPENDYTIKI ANAPTYXIAKI
SA
-
-
-
2,850
-
ELLAKTOR VALUE PLC
-
-
43,027
-
665,157
BIOSAR HOLDINGS LTD
-
-
-
1,900
-
BIOSAR AUSTRALIA PTY LTD
-
-
-
8,437
-
OTHER SUBSIDIARIES
134
1,589
35
361
6
Associates
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(84) / (270)
Amounts in € thousand
Sales of
goods and
services
Income
from
participating
interests
Purchases
of goods
and services
Receivables
Liabilities
SOFRANO SINGLE-MEMBER SA
217
-
-
153
-
EVOIKOS VOREAS SA
230
-
-
386
-
TOTAL SUBSIDIARIES
23,323
1,589
44,331
191,336
667,783
TOTAL ASSOCIATES & OTHERS
447
-
-
539
-
With regard to the above transactions in 2022, the following points are clarified:
Income from sales of goods and services pertains mainly to the invoicing of expenses, real estate lease
fees to ELLAKTOR subsidiaries and income from interest on intra-company loans to ELLAKTOR
subsidiaries. Purchases of goods and services pertain mostly to contracting and to the cost of
administrative support and technical consultant services provided by the parent company to the
subsidiaries.
The Company’s liabilities pertain mainly to contractual obligations relating to the maintenance of its
building facilities, invoicing of expenses, contracting and provision of services by Group companies.
The Company’s receivables include mainly receivables from the provision of services for administrative
and technical support toward the Group’s companies, leasing of office premises and the granting of loans
to related parties, as well as receivables from dividends receivable.
Income from holdings pertains to dividends from subsidiaries and associates.
Also, in addition to the above, by decision of the Board of Directors of the Company, in accordance with
the provisions of Articles 99, 100 and 101 of Law 4548/2018, as applicable, a license was granted for the
Company to enter into contracts with related parties (within the meaning of Article 99 par. 2(a) of Law
4548/2018) and in particular:
(i) on 01.08.2022 the Board of Directors approved the conclusion of (a) a share purchase agreement and
(b) a shareholders' agreement with the company "MOTOR OIL RENEWABLE ENERGY SINGLE-PERSON
S.A." (hereinafter "MORE"). The above transaction was completed with the approvals of the Extraordinary
General Meetings of the Company's Shareholders on 25.08.2022 and 29.11.2022 as well as all other
approvals and licenses required by law, including the approval of the Competition Commission. The
announcements regarding the process and the completion of the transaction are posted on the
Company's website, specifically on the link SEPARATION BY SPIN-OFF OF FTHE SECTOR RES 2022 -
Ellaktor as well as ANNOUNCEMENTS - Ellaktor.
ii) on 09.12.2022 the Board of Directors granted approval for the conclusion of a share pledge agreement,
according to which the company named ANEMOS RES HOLDINGS SOCIETE ANONYME (Anemos
Holdings) proceeded, on 09.12.2022, to issue a joint secured bond loan amounting to Euro five hundred
and twenty million (€520,000,000) according to Law 4548/2018. The Company holds 25% of the share
capital of Anemos Holdings. Anemos Holdings is 75% owned by the company with the trade name
MOTOR OIL RENEWABLE ENERGY S.A. (MORE), which is a subsidiary of the company ‘MOTOR OIL S.A.’.
According to IAS 24, the latter owns shares in the Company and is thus a related party to the Company.
As part of this loan, the Company provided a first-class pledge on all of its Anemos Holdings shares (the
"Share Pledge Agreement").
The fees paid to Group managers and directors for the period 1 January 2022-31 December 2022
amounted to €5,657 thousand and of the Company to €2,320 thousand compared to €4,423 thousand
and €2,055 thousand in 2021.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(85) / (270)
No loans have been granted to members of the Board of Directors or other executives of the Group (or
to their families).
Other than the above, no other transactions have been carried out between the Company and related
parties which could have a material impact on the financial position or performance of the Company in
the period 1 January to 31 December 2022.
All transactions referred to are arms’ length transactions.
VIII. Events occurring after 31 December 2022
1. On 26.01.2023 and in response to a letter from the Athens Stock Exchange regarding the publication
of the same day by the newspaper I KATHIMERINI with the headline "Wade Adams and D. Koutras
close to the acquisition of Aktor", the Company informed that in the context of the active management
of its portfolio of business activities, is constantly examining options for the optimal utilisation of its
assets. The Company clarified, however, that no agreement concerning the sale of the subsidiary of
AKTOR S.A. has been signed. The Company, always complying with capital market law and in particular
with Article 17 of Regulation (EU) 596/2014 and the provisions of the Athens Stock Exchange
Regulation, assured that it will make the necessary disclosures, should there be any development that
creates an obligation to disclose according the above.
3. On 02.02.2023, it was announced that ELLAKTOR Group was included, for the first time, in the "Financial
Times Stock Exchange4Good (FTSE4Good) Index Series" sustainability index.
The full Press Release has been posted on the Company's website, specifically at the link
https://ellaktor.com/en/media-center/news/.
4. On 06.02.2023, the Company issued a statement denying reports concerning alleged contacts of the
Company regarding the sale of its subsidiary AKTOR CONCESSIONS S.A., characterising them as untrue
and unsubstantiated and explicitly and categorically denied any rumors of discussions about the sale
of the concessions sector. Finally, the Company's Management stated that it remains committed to
the development of the Group and the implementation of the investment Programme in accordance
with its business strategy, including the concession and PPP projects which are now a priority.
5. On 08.02.2023, the subsidiary company REDS SA announced that the period for exercising the exit
right under Article 28 of Law 3461/2006 in relation to the mandatory public offer (the "Public Offer"),
which was submitted on 19.08.2022 by the company under the name RB Ellaktor Holding B.V. (the
"Offeror"), expired on 06.02.2023 and the Offeror is no longer obliged to acquire publicly issued shares
of the Company (the "Shares") which are offered to it by shareholders of the Company in exercise of
the exit right under Article 28 of Law 3461 /2006. By the end of the exit deadline, on 06.02.2023, the
Offeror acquired 473,974 Shares from the Company's shareholders who exercised the right to exit, for
a consideration of €2.48 per Share. After the expiry of the exit deadline, the Offeror informed the
Company that it now directly owns 19,514,962 Shares, which correspond to 33.98% of the share capital
and voting rights in the Company.
The full announcement has been posted on the website of REDS SA and specifically at the following
link 2023.02.09_REDS_Completion-TEST-RIGHT-TO-EXIT.pdf
6. On 15.02.2023, the signing of the purchase and sale contract of the property of the former US base in
Gournes Heraklion was held at the premises of the Hellenic Property Development Fund (TAIPED) with
REDS S.A., a subsidiary of ELLAKTOR SA, which was the highest bidder in the e-Auction for the purchase
and development of the property.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(86) / (270)
The full announcement has been posted on the website of TAIPED and specifically at the following link
https://hradf.com/taiped-ypografi-toy-symvolaioy-agorapolisias-toy-akinitoy-stis-goyrnes-irakleioy/
7. On 24.03.2023 the Company, in response to a letter from the Capital Market Commission that referred
to publications of 23 March 2023, informed the investing public that on the evening of 23.03.2023 it
became the recipient of a non-binding Letter of Intent for the acquisition of the subsidiary of the
company AKTOR SA from the company Intrakat SA. The letter of intent is subject to terms, conditions
and requirements, and has not yet been evaluated by the Company's Board of Directors.
8. On 30.03.2023 an agreement was signed with INTRAKAT SA for the sale of its entire shareholding in
the subsidiary construction company AKTOR SA directly and indirectly (through the 100% subsidiary
of AKTOR CONCESSIONS SA). The transaction is subject to the approval of the Competition
Commission, all other statutory approvals and permits, as well as the General Meeting of the
Company's Shareholders and its completion is expected by the end of this year. A total amount of
€214 million will be collected from the transaction, of which the amount of €100 million will be
collected upon its completion as equity value, while the amount of €114 million will be paid gradually
within 19 months from the completion of the transaction as repayment of intra-group borrowing. The
effect on the Group will be determined upon completion of the transaction and according to
Management's estimates it is not expected to be significant. The full announcement has been posted
on the Company's website, specifically at the link https://ellaktor.com/en/investor-
relations/annoucements/.
The present Annual Report of the Board of Directors for the period from January 1 to December 31, 2022
is available online from https://ellaktor.com/en/ and specifically at the link
https://ellaktor.com/en/investor-relations/financial-information/annual-financial-report/.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(87) / (270)
Β.2. Explanatory Report of the Board of Directors
of the société anonyme ELLAKTOR SA for the administrative year 2022,
in accordance with Articles 150, 151, 152 and 153 of Law 4548/18 as in force, Article 4 par. 7 and 8 of
Law 3556/2007, as amended, as well as Article 10(1) of Directive 2004/25/EC of the European Parliament
and of the Council of 21.04.2004.)
a. The Company’s share capital amounts to €13,927,680.20, divided into 348,192,005 shares with a
nominal value of €0.04 each. All shares are ordinary, registered, voting shares, listed for trading
on the main market of the Athens Stock Exchange, specifically in the ‘Construction and
Construction Materials’ sector.
b. There are no limitations in the Articles of Association regarding transferring company shares,
except those provided by Law.
c. Significant direct or indirect holdings and voting rights, within the meaning of Law 3556/2007, as
in force on 31.12.2022, based on a shareholder notification:
Shareholder
Number of Shares
& Voting Rights
% Participation
Total %
Participation
Direct
Indirect
1
REGGEBORGH INVEST BV
1
106,275,775
30.52%
0.00%
46.15%
2
RB ELLAKTOR HOLDING B.V.
1
54,404,755
15.62%
0.00%
3
MOTOR OIL (HELLAS) CORINTH
REFINERIES S.A.
2
104,000,000
29.86%
0.00%
29.78%
4
ATLAS NV
3
34,114,860
9.80%
0.00%
9.80%
Notes:
1. REGGEBORGH INVEST B.V. is not controlled by any natural person or legal entity, in accordance with Article 3
of Law 3556/2007. On 06.05.2022, it acquired a Call Option on 52,000,000 common registered shares (i.e.
14.9343% of voting rights) of ELLAKTOR S.A. with a period of 36 months for the exercise/conversion of the Call
Option from 06.05.2022 to 06.05.2025. REGGEBORGH INVEST B.V. is not entitled to exercise the voting rights
associated with the call option shares during the respective call option exercise period. On 02.08.2022, due to
the acquisition of shares offered to the subsidiary of the company RB ELLAKTOR HOLDING B.V., as a result of
an Optional Public Offer submitted by the latter on 6 May 2022, the total participation of REGGEBORGH
INVEST B.V. in the Issuer's share capital and voting rights amounted to 46.15% (i.e. 160,680,530 shares), with
a direct participation of 30.52% and indirect participation, through RB ELLAKTOR HOLDING B.V., 15.62%, of
the total voting rights of ELLAKTOR SA.
2. The acquisition of 104,000,000 common registered voting shares issued by ELLAKTOR S.A. (corresponding to
29.87% of the voting rights of the Issuer) from MOTOR OIL (HELLAS) CORINTH REFINERIES S.A., took place
through OTC DVP on 06.05.2022.
3. ATLAS NV is controlled by ATLASINVEST HOLDING BV, which in turn is controlled by Mr Martialis Quirinus
van Poecke.
d. There are no holders of shares, pursuant to provisions in the Articles of Association, granting
special control rights.
e. There are no limitations in the Articles of Association regarding voting rights and the deadlines
to exercise the right to vote, except those provided by Law.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(88) / (270)
f. There are no agreements between shareholders, with associated limitations in the transfer of
shares or limitations in exercising voting rights that the Company is aware of.
g. There are no regulations on the appointment and replacement of the members of the Board of
Directors and on the amendment of the Articles of Association, which are different from the ones
stipulated in the legislation.
h. The Board of Directors or certain members of the Board of Directors are authorised to issue new
shares only as provided for by Law.
The Extraordinary General Meeting of Shareholders, convened on 22 April 2021, resolved the
following: a) a nominal reduction of the Company’s share capital by a total amount of
€212,129,282.97, with reduction of the nominal value of the share by the amount of €0.99 per
share, i.e. from €1.03 to €0.04, with the offsetting of losses incurred in previous years after which
the share capital of the Company amounted to €8,570,880.12, divided into 214,272,003 common
registered voting shares with a nominal value of €0.04 each; and b) an increase in the Company's
share capital, up to an amount of €5,356,800.08 by cash deposit in favour of existing shareholders,
with the issue of up to 133,920,002 new common registered voting shares in the Company with
a nominal value of €0.04 each, and a selling price of €0.90 per share. The difference between the
nominal value and the disposal value of the new shares, namely the total premium value of the
new shares, with a total amount of €115,171,201.72 will be credited to the Company’s special
account "Difference from share premium account”. Trading of the new shares (i.e. 133,920,002
new shares resulting from the aforementioned share capital increase) commenced on 13 August
2021, on the main market of the Athens Stock Exchange. After the above increase, the share
capital of the Company amounts to €13,927,680.20 and is divided into 348,192,005 common
registered voting shares, with a nominal value of €0.04 each.
The Ordinary General Meeting of the shareholders of 22 June 2021, among other things,
approved the delegation of powers to the Board of Directors to resolve to increase the share
capital of the Company, in accordance with the provisions of Article 24 of Law 4548/2018 as in
force. This authorisation shall remain valid for five (5) years and capital may be increased by any
amount not exceeding three times the paid-up share capital of the Company as at the date of
delegation of these powers to the Board of Directors. The Board of Directors may exercise the
above power once or in parts.
The Company’s Board of Directors meeting subsequently held on 26 October 2021, following the
authorisation granted by the Ordinary General Meeting of Shareholders of 22 June 2021,
proceeded to institute a plan to allocate shares to members of the Board of Directors and
executives of the Company and its affiliates, in the form of stock options, in accordance with the
applicable regulatory framework. The Programme will be implemented in accordance with the
special provisions in the Group’s approved Remuneration Policy and within the provisions of
article 113 of Law 4548/2018, as currently in force. (Detailed terms of the plan are contained in
the respective announcement of the Company made on 27 October 2021, which is available from
the following link https://ellaktor.com/en/investor-relations/financial-information/annual-
financial-report/)
As of the date of approval hereof, 05 April 2023, the Company does not hold own shares.
i. There are no significant agreements entered into by the Company which are to enter into force
or be amended or expire as a result of the change to the Company’s control, following a takeover
bid.
Please note that ELLAKTOR VALUE PLC (hereinafter the “Issuer”), a 100% UK-based wholly-owned
subsidiary of the Company, has entered into an agreement for the issue of senior bonds with a
nominal value of €670 million (i.e. initial issue of €600 million on 12 December 2019, and an
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(89) / (270)
additional issue of €70 million on 30 January 2020) maturing in 2024 (with a balance of
€600 million as at 31 December 2019), guaranteed by the Company and its subsidiaries AKTOR
CONCESSIONS SA and HELECTOR SA. The above-mentioned agreement included ‘change of
control’ clauses, which are typical of that type of agreements and may be applied in the event of
change to Company control.
On 01.08.2022, due to the acquisition of shares offered to the company RB ELLAKTOR HOLDING
B.V., a subsidiary of REGGEBORGH INVEST B.V., a shareholder of ELLAKTOR, as a result of an
Optional Public Offer submitted by RB ELLAKTOR HOLDING B.V. on 06 May 2022, the total
participation of REGGEBORGH INVEST B.V. in the Issuer's share capital and voting rights
amounted to 46.15 % (i.e. 160,680,530 common registered voting shares, with direct participation
of 30.52% and indirect participation, through RB ELLAKTOR HOLDING B.V., 15.62%) of the total
voting rights of ELLAKTOR SA.
In this regard, a takeover offer against cash was launched by ELLAKTOR VALUE PLC, a subsidiary
of ELLAKTOR SA, on the same date, to the holders of the First Class Covered Bonds (Bondholders),
as a result of the occurrence of a Change of Control event, which activated a mandatory proposal
for the Issuer to redeem the Bonds, at a price of 101%, in accordance with the current contractual
framework of the Bonds and the relevant Offer Bulletin of 01.08.2022. Until the end of the
redemption period, i.e. on 21.09.2022, Bondholders holding Bonds with a nominal value of €497
million (i.e. 74.2% of all Bonds) accepted the redemption offer. On 23.09.2022, the price was paid
to the Bondholders who offered their Bonds.
Finally, on 24 November 2022, it was decided to submit a proposal for the redemption of the
balance of the bonds to the Bondholders of the International Corporate Bond (ICB), by ELLAKTOR
VALUE PLC, with a nominal value of €172,843,000, due in 2024, at a price of 101.594%. The
acquisition was completed on December 15, 2022 and with this transaction the full acquisition of
the entire International Corporate Bond (ICB) of €670 million (issued in 2019) was implemented,
two years earlier than its scheduled maturity date.
j. There are no agreements between the Company and its Directors or its personnel, providing for
the payment of compensation in the event of resignation or termination of employment without
reasonable grounds, or termination of term of office, or termination of employment due to a
takeover bid, except as provided by Law.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(90) / (270)
Β.3. Corporate Governance Statement
General
This Corporate Governance Statement consists in a set of principles and practices adopted by the
Company and used as a basis for its organisation and control with a view to ensuring its performance and
protecting the interests of its shareholders and the legitimate interests of all stakeholders.
This Corporate Governance Statement forms a specific part of the Board of Directors’ Annual Report on
the consolidated financial statements for the fiscal year from 01.01.2022 to 31.12.2022, in accordance with
Articles 152 and 153 of Law 4548/2018 and articles 1 to 24, as well as Article 74 of Law 4706/2020.
It is noted that following the replacement of the law on public limited companies 2190/1920 by Law
4548/2018, the Company adapted its Articles of Association to the provisions of the new law, based on a
decision of its Ordinary General Meeting of shareholders of 11 July 2019.
I. a) Corporate Governance Code
aa) For the period from 1 January 2022 to 31 June 2022, ELLAKTOR (hereinafter the ‘Company’) has
applied the principles of corporate governance as defined by the relevant legislative framework (Law
4706/2020, Law 4449/2017 Article 44 and Law 4548/2018 Articles 152 and 153). The aforementioned
Corporate Governance principles for the aforementioned period were incorporated into the Greek
Corporate Governance Code of the Hellenic Corporate Governance Council (June 2021) to which the
Company is subject.
bb) By the decision of its Board of Directors dated 28.06.2021, the Company, in compliance with the
current legislative framework and in accordance with the specific provisions of article 17 of Law
4706/2020 and article 4 of Decision 2/905/03.03.2021 of the Board of Directors of the Hellenic Capital
Market Commission, has adopted the Greek Corporate Governance Code of the Hellenic Corporate
Governance Council (June 2021), which is posted on the Company's website https://ellaktor.com/en/,
specifically at the link https://ellaktor.com/en/ellaktor-group/corporate-governance/corporate-
governance-code/
cc) Corporate governance practices applied by the Company in addition to the provisions of the
law.
In the closing year 2022, the Company has applied corporate governance practices in addition to
those specifically required by the institutional, regulatory and legal framework to which its operation
is subject, which it reviews from time to time to ensure the best possible governance of the Group.
i. More specifically, the Company applies the following additional corporate governance practices,
which relate to the size, composition, tasks and overall operation of its Board of Directors and the
committees that support it.
a) The percentage of the independent members of the Board of Directors exceeds the minimum
number required by Law 4706/2020, Article 5, par. 2.
b) Due to the nature and objects of the Company, the complexity of its affairs and the number of
subsidiaries in Greece and abroad, committees have been set up to assist the management of the
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(91) / (270)
Group with its tasks, made up of directors with powers of oversight, approval, and coordination,
as well as those of an advisory nature.
These Committees are detailed in paragraph e) Composition and functioning of the administrative,
management and supervisory bodies and their committees:
‒ Sustainable Development Committee
‒ Strategic Planning Committee
ii. ELLAKTOR has developed a Regulatory Compliance Management System with a view to enriching
its corporate culture and directing its focus on its efforts for the future. It has set specific priorities
and goals in terms of integrity and ethical compliance within the framework of the Regulatory
Compliance Action Plan for the years 2021-2023, in full alignment with corporate values.
The ELLAKTOR Group operates a Regulatory Compliance Management System which has been
certified according to ISO 37301:2021, incorporating the following:
‒ an Anti-bribery Management System, which is certified in accordance ISO 37001:2016
at least for the main subsidiary companies in all sectors.
‒ a Whistleblowing Management System, which follows the guidelines of ISO 37002:2021,
for which it has received certification from an independent certification body.
In order to successfully implement the Regulatory Compliance Management System, the Company
has developed an Integrity Compliance Program that includes all necessary tools and resources to
promote a culture of integrity, including integrity compliance measures which follow the approach:
Commit - Assess - Act - Monitor: Constantly improve.
In application of the Regulatory Compliance System, Policies are in force at Company and Group
levels, setting out the principles and rules that apply to the Group, and specific procedures are
observed.
Specifically, among other things, the following have been adopted:
‒ The Company's Rules of Procedure
‒ Codes & Policies
The Company's Rules of Procedure were drawn up in accordance with Article 14 of Law 4706/2020,
its revision was approved by the 11.04.2022 decision of the Company's Board of Directors and posted
on the Company's website, specifically at the link https://ellaktor.com/en/ellaktor-group/corporate-
governance/rules-of-operation/
Codes and policies are in line with our core values and are intended to promote expected behaviours.
All documents support the highest moral standards and emphasise that our actions reflect our words.
The Code of Ethics and the Code of Ethics for Business Partners are available in 4 languages, Greek,
English, Romanian and Arabic, in accordance with the strategic planning of the Group, and are
accompanied by the respective policies and procedures.
The Code of Ethics consists of a set of fundamental principles and rules that shape the way we act
and behave in everything we do. It establishes ethical standards, obligations and commitments with
regard to the way we work, how we interact with each other, how we all work together as good
corporate citizens, and how we build and maintain trust.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(92) / (270)
The Business Partner Code of Conduct explains what ELLAKTOR expects from its business partners
in terms of business ethics, human rights, employee relations, health and safety, and other issues
related to sustainable and accountable business practices.
‒ Anti-bribery Policy
‒ Conflict of Interest Policy
‒ Reporting & Complaints Policy
In order to facilitate the reporting of any incidents of violation of the Code of Ethics, corporate
policies or applicable legislation, the Company has adopted a Reporting and Complaints
Management Policy and established the relevant channels of communication.
Talk2Ellaktor offers multiple channels for expressing concerns and/or incident reporting in a secure
and easy-to-use manner.
Reports can be submitted confidentially or completely anonymously. All reports are treated
confidentially, without fear of retaliation against anyone who expresses any concern or reports any
potentially problematic incident in good faith.
b) Deviations from the Hellenic Corporate Governance Code adopted by the Company
The Company applies principles of corporate governance as defined by the currently applicable
legislative framework. In this context, and in accordance with the provisions of Article 17 of Law
4706/20 and Article 4 of the Hellenic Capital Market Commission Board of Directors Decision Ref. No
2/905/3.3.2021, the Company has adopted, by decision of its Board of Directors of 28 June 2021, the
Hellenic Code of Corporate Governance of the Hellenic Corporate Governance Council (June 2021)
with the following deviations from the Special Practices of the Corporate Governance Code (June
2021), and specifically:
DEVIATIONS
JUSTIFICATION
1.
1.15 The Board of Directors has
established its Operating
Regulation, which at a minimum
describes the manner in which it
convenes and makes decisions
and the procedures it follows,
taking into account the
respective provisions of the
Articles of Association and the
mandatory provisions of the law.
This deviation was initially provided for by virtue of the
11.04.2022 decision of the Board of Directors of the
Company. Subsequently, the Company, by virtue of the
20.12.2022 decision of its Board of Directors, approved a
special regulation for the operation of the Board of
Directors, in accordance with the provisions of Laws
4548/18 and 4706/20, as applicable at the time, which is
posted on the official website of the Company
https://ellaktor.com/kanonismos-leitoyrgias-dioikitikoy-
symvoylioy-ellaktor/. Therefore, according to the above,
the Company has complied with the special practice in
question and there is no longer any deviation from it.
2.
2.2.13 The company adopts a
diversity policy that forms part of
the eligibility policy.
In addition to the members of the Board of Directors for
whose selection the Company applies the provisions of the
approved Eligibility Policy for Board Members, the Rules of
Procedure of the Company of 11.04.2022 and the special
provisions of the provisions of Law 4706/20, there are no
defined diversity criteria with specific representation goals
by gender and specific timetables for achieving them, for
the selection of the Company’s top and senior managers.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(93) / (270)
The Company is considering the adoption of appropriate
diversity criteria for its top and senior managers and is
working on the relevant timetable for their implementation,
while it estimates that additional time will be required in
order to make it possible to establish and implement
diversity criteria for top and senior managers, taking into
account the nature of the Company's activity. It is estimated
that there is no risk from this deviation, as long as it
remains.
3.
2.2.21 and 2.2.22. The Chairman
is elected from among the
independent non-executive
members. In the event that the
Chairman is elected from among
the non-executive members, one
of the independent non-
executive members is then
appointed as either Vice-
Chairman or as Senior
Independent Director.
The independent non-executive
Vice Chairman or the Senior
Independent Director, as the case
may be, has the following
responsibilities: to support the
Chairman, to act as liaison
between the Chairman and the
members of the Board of
Directors, to coordinate the
independent non-executive
members, and to lead evaluation
of the Chairman.
The current Board of Directors was elected prior to the
Company's adoption of the Hellenic Corporate Governance
Code issued by the Hellenic Corporate Governance Council.
In any case, despite the fact that the Company has not
appointed one of the independent non-executive members
as Chairman or Vice-Chairman, nor a Senior Independent
Member, the composition of the Board of Directors is
deemed satisfactory, being proportionate to the
Company's operations and needs. The non-executive
Chairman and Vice-Chairman were appointed on the basis
of their individual professional and personal qualifications,
on the basis of their extensive experience and knowledge
of the market in which the Company operates, they are able
to constructively question the proposals of the executive
members and provide solid guarantees of an independent
mind and judgement. (Article 2.2.21 of the Corporate
Governance Code).
With the aforementioned specific procedure, the Company
considers that the legal, transparent, efficient and
productive operation of the Board of Directors has been
ensured and that there is no risk from this deviation. After
the end of the term of the current Board of Directors, the
Company will review whether it is appropriate and under
what conditions it is possible to comply with the
aforementioned Special Practice.
4.
2.3.2. The company ensures the
smooth succession of the
members of the Board of
Directors, ensuring gradual
replacement in order to avoid
any shortcomings in governance.
Members of the Company’s Board of Directors are elected
by the General Meeting of Shareholders of the Company in
accordance with the law and the Articles of Association of
the Company, for a term that lasts for the same period of
time for all members.
However, the Nominations Committee reviews the
formulation of criteria and the procedures of succession
first of all for the executive members of the Board, in order
to avoid administrative deficiencies.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
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(94) / (270)
5.
2.3.4. The company also has a
succession plan for the Chief
Executive Officer.
The CEO of the Company was appointed by decision of its
Board of Directors on 21 May 21, and his term expires on
27 January 2026.
Moreover, in the event that the issue of succession of the
CEO arises, the abovementioned arrangements shall apply.
6.
Incorporation of the
remuneration report with regard
to members of the Board of
Directors in the Corporate
Governance Statement.
The remuneration with regard to members of the Board of
Directors is prepared by the Nominations and
Remuneration Committee and shall be submitted for
approval by the Company's Ordinary General Meeting of
Shareholders of 2023. Therefore, there is no risk from this
deviation.
c) i. Description of the main features of the Company’s Internal Audit and Risk Management
Systems in relation to the financial statement preparation process
The Company's Board of Directors attaches particular importance to the Internal Audit System and
its components, the Internal Audit Unit and the Risk Management Unit (the third component of the
system is Regulatory Compliance whose function is mentioned above), for which it bears
responsibility, aiming at the adoption and operation of procedures and processes that optimise the
accuracy and validity of the data, as well as compliance with the procedure of drawing up the financial
statements, ensuring high quality results.
The operation of the Internal Audit and Risk Management Units, with the proactive audit approach
of the Group's functional units, the identification, evaluation and management of risks, contribute to
the quality of financial and accounting processes. At the same time, in collaboration with the Group's
IT Department, they monitor and continuously improve the process and systems that support the
creation and compilation of financial statements, upgrading the insurance system to ensure
compliance with the basic principles of "separation of duties" and "dual control". The scope, size and
complexity of the Group's activities require constant readjustment of insurance policies to
prevent/avoid existing/identified risks as well as new ones.
The Board of Directors utilises the Internal Audit System to safeguard the Company's assets and
moreover, through Risk Management, it manages the risks within the framework of the risk appetite
it has determined, from all the Company's activities and functions, in order to achieve the smooth
achievement of the business objectives and the provision of accurate and comprehensive
information to the shareholders and other interested parties, regarding the actual situation and
prospects of the Company. In order to additionally ensure the above, the Board of Directors evaluates
the Internal Audit System in accordance with the provisions of Law 4706/2020 in order to confirm its
continuous proper and effective operation.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
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The progress of the Company is monitored through preparation of detailed budgets per sector, and
also for each department or unit. The budget is adjusted at regular intervals to include the changes
coming from the external operating environment and the Group's harmonisation / response to it, so
that the required decisions are made in time to achieve the business objectives. The budget is
monitored every month by the relevant Financial Planning, Budgeting & Reporting department and
the Management is informed about the change of the financial figures and comparisons with the
budget, through monthly reports in the context of the regular meetings of the management team.
In addition, in order to ensure that the financial data that forms the basis for preparation of the
Company's financial statements is correct, the Company applies specific procedures which ensure,
inter alia, that:
‒ accounting records of transactions and other events are kept according to a specific
procedure;
‒ financial departments of the Company conduct periodic (usually monthly) checks to reconcile
key account balances, e.g. for payroll, customers, suppliers, banks, VAT, taxes withheld, etc;
‒ the applicable procedures for closing the financial statements, include specific submission
deadlines, they give detailed instructions on how to gather, the format and control of the data,
they describe the analytical responsibilities to ensure and control the correctness of the data,
as well as the analytical methodology / description of the required actions.
Compliance with the above is thoroughly checked in all steps by the Internal Audit unit which,
together with the other components of the Internal Audit System, supervises and improves the
completeness, quality and adequacy of the existing related procedures mentioned above.
As an indication of the work of the Internal Audit Unit, it is mentioned that the scope of its audits
covers all the Group's activities, with an audit approach of different types, which are not independent
of each other, do not operate individually, as they are linked and complement each other in practice
and in their implementation. The main ones are the following:
▪ Organisational Control - Control of practices and the manner in which departments are
organised.
▪ Process Control - Operational Control - Control of compliance with operating procedures,
identification of any malfunctions and risks for the Company, improvement of communication
between departments, increase of Company efficiency.
▪ Accounting - Management Audit Adequacy and reliability of accounting records, book-
keeping of accounts, preparation of annual financial reports.
▪ Electronic Systems and Data Control - File/data/equipment security control, data reliability,
data processing, results/reporting reliability, access rights.
▪ Control of Departmental Operations - Control of operating conditions of all Company
departments and projects.
▪ Administrative Control - Control of performance and the extent to which targets are
achieved.
▪ Corporate Governance Controls - Control of company transactions with related parties,
control of legal status of remuneration and benefits paid to members of the Management,
controls for conflict of interest situations between members of the Board of Directors and
executive staff and the interests of the company, verification of compliance with criteria for
independence and suitability of members of the Board.
▪ Special Audits - Audit of special issues by order of the Company Management or the Head of
the Internal Audit Division.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
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The procedure covers the audit of the Company’s operations, its compliance with the requirements
of supervisory authorities, effective risk management and the preparation of reliable financial reports.
The head of the Internal Audit Unit provides any information requested in writing by the Hellenic
Capital Market Commission, works together with the latter and facilitates its control and supervision
tasks. In addition, the Internal Audit Manager attends the Company's General Meetings of
Shareholders, ordinary or extraordinary.
Lastly, the Group is certified in accordance with ISO 27001:2013 and implements an integrated
Information Security Management System which has as its purpose the protection of the
confidentiality, integrity, and access to corporate information. The Information Security Management
System, comprising policies, procedures and systems, manages the level of operating risk that results
from the Group’s reliance on information systems and ensures the accuracy of the financial data
provided.
In addition to the Group’s IT infrastructure, there are dedicated technical systems and security
mechanisms in operation, such as:
- a new generation firewall
- an Intrusion Prevention System (IPS)
- an Internet access protection system
- a system for workstation protection against advanced malware
- an email security system
- an access control mechanism at network level
- a vulnerability tracking mechanism for information systems
- an event correlation and security incident tracking system
Technical security systems are monitored continuously (24x7) using a dedicated cybersecurity service,
to minimise the time needed to detect and respond to security incidents. In addition, the Group's
Management invests significantly in cyber security by constantly upgrading the relevant systems and
the general protection framework (DRP prevention and response/remediation).
In support of the above, the Company's management, emphasising the effective management of
both intrinsic and extrinsic risks, which may have an impact on the financial statements and may
cause a deviation from the Group's business objectives, with a view to maintaining stability and the
uninterrupted continuity of its operations, placed special importance to the Risk Management
Division. In this context, the said Unit, with the approval of the Risk Management Policy and
Procedure by the Management, ensures in cooperation with all the operational units of all the
activities of the Company (and its subsidiaries), the identification, description and analysis,
assessment and recording of overall risks. The risks in question are evaluated in terms of their
criticality (a function of their frequency of occurrence and impact) so that they receive an appropriate
response from the Company in accordance with the Management’s defined willingness to take risks
(Risk Appetite). Risk management is carried out with the aim of avoiding/preventing, mitigating (in
frequency and/or impact) and transferring the risks to third parties, through combined actions to
increase safeguards/control points, operational actions and structural interventions, as well as taking
other corrective actions, where and when deemed necessary.
The Risk Manager of the Risk Management Department reports directly to the Managing Director
and through him to the Board of Directors to whom he provides impartial reports and updates
regarding risk issues, the degree of compliance with risk policies, the results of the review of the
identification and evaluation process of risks (risk assessment), the operation of ELLAKTOR's
management and response procedures to them (risk response) and the results of monitoring their
development (risk monitoring), providing comprehensive information on the Group's risk profile.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(97) / (270)
ii. Results of the Internal Audit System (IAS) Evaluation Report, pursuant to Article 14 par. 3(j)
and par. 4 of Law 4706/2020
The Company, in accordance with Article 14 par. 3(j) of Law 4706/2020 and Decision No
1/891/30.9.2020 of the Board of Directors of the Hellenic Capital Market Commission, as amended
by Decision No EK 2/917/17.6.2021 of the Board of Directors of the Hellenic Capital Market
Commission, as in force (the “Legislative Framework”), on 25.01.2023 commissioned KPMG Certified
Auditors S.A. to assess the adequacy and effectiveness of the Internal Audit System of the company
ELLAKTOR SA and its significant subsidiaries, with reference date 31 December 2022 and reference
period from the entry into force of Article 14 of Law 4706/2020 (17.07.2021) until 31.12.2022.
The assurance work was carried out in accordance with the audit Programme included in the decision
of the Accounting Standardisation and Audit Committee (ELTE) number 040/2022 and the
International Assurance Work Standard 3000 "Assurance Work beyond the Audit or Review of
Historical Financial Information".
Based on the work carried out by the evaluator, as well as the evidence provided, regarding the
assessment of the adequacy and effectiveness of the Internal Audit System of the Company and its
significant subsidiaries, with reference date 31 December 2022, and reference period from the entry
into force of Article 14 of Law 4706/2020 (17.07.2021) until 31.12.2022, nothing was brought to its
attention that could be considered as a material weakness of the Internal Audit System of the
Company and its significant subsidiaries in accordance with the Regulatory Framework.
KPMG has confirmed its independence in accordance with the Code of Conduct for Professional
Auditors of the Board of International Standards of Auditors’ Ethics, which was incorporated into
Greek law, and the ethics requirements of EU Regulation 537/2014 and Law 4449/2017.
d) The information required under Article 10(1)(c), (d), (f), (h) and (i) of Directive 2004/25/EC of the
European Parliament and of the Council of 21 April 2004 (paragraph 1 d) of Article 10(1) of Article 10
152 of Law 4548/2018), are mentioned in the Explanatory Report, which is included in the Annual
Report of the Board of Directors for the year from 01.01.2022 to 31.12.2022.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(98) / (270)
e) Composition and functioning of the administrative, management and supervisory bodies and
their committees
i. Proceedings and key powers of the General Meeting of Shareholders
The General Meeting of Shareholders is the Company’s supreme decision-making body and may
decide on all significant corporate affairs, in accordance with Law and the Company’s Articles of
Association. The Ordinary General Meeting of Shareholders is held once a year within the time
period provided by Law, i.e. not later than the 10
th
day of the ninth month after the end of the
fiscal year, in order, among other things, to approve the Company’s annual financial statements
and the overall management that took place during the period concerned, to decide on the
appropriation of profit and to relieve the auditors from all liability.
12
At least the Chairman of the Company’s Board of Directors, the CEO or General Manager, as the
case may be, and the Chairmen of the Board committees, as well as the Internal and Statutory
Auditors must be present at the General Meeting of Shareholders in order to provide information
on issues falling under their remit which are brought up for discussion and on questions asked or
clarifications requested by shareholders. The Chairman of the General Meeting must allow
sufficient time for shareholders to ask questions.
Decision-making takes place by voting, in order to ensure the free expression of all shareholders’
views, whether they are present at the meeting in person or voting via proxy. The Company uses
effective and cost-efficient voting methods for shareholders or their representatives.
The deliberations and resolutions of the General Meeting are recorded in minutes, which are
signed by the Chairman and the Secretary of the Meeting and may be kept on computer.
A summary of the General Meeting minutes / communications, including voting results on each
resolution of the General Meeting, must be available on the Company website within five (5) days
from the date of the General Meeting of Shareholders, also translated into English.
12
For the year 2022, the deadline for the general meeting referred to in par. 1 of Article 119 of Law 4548/2018 (Government Gazette A΄ 104), Article
69 of Law 4072/2012 (Government Gazette A΄ 86) and Article 10 of Law 3190/1955 (A΄ 91) is extended for fifty (50) calendar days. Deadlines related to
the submission of practical meetings of shareholders or partners and approved financial statements to the General Commercial Registry are extended
accordingly.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(99) / (270)
ii. Participation of shareholders at the General Meeting — Shareholders' rights
The requirements and deadlines for shareholders to participate in the General Meeting and
exercise their voting rights are laid down in the legislation in force, read in conjunction with the
provisions of the Articles of Association, provided that they are not contrary to the relevant laws,
namely in Article 124 of Law 4548/2018, read in conjunction with Article 14 of Law 4569/2018 and
Articles 27, 28 and 29 of Law 4706/2020, as well as Regulation (EU) 2018/1212 and the Operating
Regulation of the Hellenic Central Securities Depository (Government Gazette
Β΄/1007/16.03.2021).
More specifically:
‒ Participation in the General Meeting is open to any natural or legal person that has the status
of shareholder as of the start of the fifth (5
th
) day prior the day on which the General Meeting
is to be held (registration date).
‒ In the case of a postponed or resumed General Meeting, the deadlines prescribed by Law
(Article 124 of Law 4548/2018).
‒ One can prove his shareholder status using any lawful means, in any event on the basis of
notification received by the Company from Greek Central Securities Depository SA.
‒ To secure the legal right to participate in the General Meeting and exercise all relevant rights,
a shareholder needs not commit his shares or observe any other analogous procedure which
would restrict his ability to sell or transfer his shares in the period between the registration
date and the date of holding of the General Meeting.
‒ The Company may request verification or proof of identity of the details of existing
shareholders, in order to communicate with them, to facilitate the exercising of their rights,
and their active participation in the Company (Article 3a of Directive (EU) 2017/828 of the
European Parliament and of the Council).
‒ The Company supplies information, notifications and updates in a timely manner to
shareholders and/or their representatives in standardised form, through the platform
provided by the Athens Stock Exchange (Article 3b of Directive (EU) 2017/828 of the
European Parliament and of the Council).
‒ The Company facilitates the exercise of the rights of shareholders, who participate either in
person or through authorised intermediaries, and is obliged to issue a certificate of valid vote
registration upon receipt of a request from the shareholder or their representative, as
required by law (Article 3c of Directive (EU) 2017/828 of the European Parliament and of the
Council).
Details of shareholders’ rights are posted on the Company’s website at
https://ellaktor.com/en/investor-relations/general-assemblies/ .
As its shares are listed on the Athens Stock Exchange Market, the Company is required to publish
notices in compliance with Regulation (EU) No. 596/2014 of the European Parliament and of the
Council on market abuse, Laws No 4443/2016 and No 3556/2007 concerning related matters, the
decisions of the Capital Market Committee and the Athens Stock Exchange Regulation.
The Company operates a single Investor Service and Corporate Communications Department
(unit), which is responsible for direct and equitable provision of information to shareholders, as
well as support when exercising their rights in accordance with current legislation and the
Company’s Articles of Association. More specifically, the unit in question makes sure that
shareholders are direct and equitably provided with accurate information on the following:
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(100) / (270)
‒ the distribution of dividends and bonus shares, the issuance of new shares through payment
in cash, the exchange of shares, deadline for exercise pre-emption rights or the changes to
the initial time limits (such as extension of the deadline for the exercise of rights),
‒ the provision of information on ordinary or extraordinary general meetings and on the
resolutions adopted thereat,
‒ the acquisition and disposal or cancellation of treasury shares, as well as stock option plans,
or free distribution of shares to Company directors and employees,
‒ the communication and exchange of data and information with the central securities
depositories and intermediaries in identifying shareholders,
‒ the broad communication with shareholders,
‒ information to shareholders, subject to the provisions of Article 17 of Law 3556/2007, for the
provision of facilities and information by issuers of securities,
‒ monitoring the exercise of shareholder rights, in particular as regards shareholder
participation rates, and the exercise of voting rights in general meetings.
The Unit for Investor Service and Corporate Communications Department also carries out the
following functions:
‒ makes the necessary announcements concerning regulated information, in accordance with
the provisions of Law 3556/2007, as well as corporate events according to the provisions of
Law 4548/2018, for the purpose of informing shareholders or beneficiaries of other securities
of the Company.
‒ is responsible for the compliance of the Company with the obligations provided in Article 17
of Regulation (EU) 596/2014, regarding the disclosure of privileged information, and other
applicable provisions.
All relevant publications / communications are available on the Athens Stock Exchange website
and the Company’s website.
In addition, the Shareholder Services and Corporate Announcements Division is responsible for
the monitoring and management of the Company's relations with its shareholders and the
investing public and ensures, among other things, the valid and equitable provision of information
to investors and financial analysts in Greece and abroad.
All the above take place without prejudice to provisions for the protection of personal data as
referred to in the relevant information for shareholders available on the website of the Company
and specifically at the link GENERAL ASSEMBLIES - Ellaktor.
Finally, shareholders and investors may refer to the Company's website and specifically to the link
https://ellaktor.com/en/investor-relations/ir-contact/ to communicate with the competent
Shareholder Services and Corporate Announcements Department.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(101) / (270)
iii. Composition and functioning of the Board of Directors
The Company’s Board of Directors, the members of which are elected by the General Meeting, is
entrusted with the overall management and administration of corporate affairs in accordance with
the Law and the Company’s Articles of Association, including representation of the Company and
making decisions on all matters concerning the Company affairs, apart from those matters for
which the General Meeting of Shareholders has exclusive competence, with the aim of protecting
the interests of the Company and its shareholders. Being the Company’s supreme administrative
body, it lays down its strategy and supervises and controls the management of its assets.
The Board of Directors decides which of its members are Executive and Non-Executive Directors.
Among the non-executive members there are independent members, accounting for no fewer
than one third (1/3) of the total number of its members, which in no case should be fewer than
two persons. Independent non-executive members are elected by the General Meeting of
Shareholders and must meet all the conditions for independence laid down by Law 4706/2020
and the Corporate Governance Code.
The roles of directors are defined and clearly stated in the Company’s Articles of Association, the
Corporate Governance Code, the Operating Regulation, and other official documents.
The Executive Directors are actively involved in the Company’s business activity, take care of day-
to-day administration and have to make decisions in a way that protects corporate interests, after
obtaining sufficient information under the circumstances at hand. In this context, proposals,
explanations and information received by the Board of Directors are critically examined and
evaluated. They are responsible for implementation of the strategy determined by the Board of
Directors, engage in regular consultations with the non-executive members of the Board of
Directors on the appropriateness of applied strategy, reporting to the Board of Directors and
notifying them immediately of their assessments and proposals for dealing with crises or risks
that may impact the financial position of the company. Non-executive members are generally
responsible for promoting corporate affairs as a whole.
Non-executive members of the Board of Directors, including independent non-executive
members, have, in particular, the following obligations:
a) Monitoring and review of Company strategy and its implementation, as well as achievement of
its objectives;
b) Ensuring effective oversight of executive members, including monitoring and control of their
performance; and
c) Reviewing and expressing opinions on proposals submitted by executive members based on
existing information.
The separate powers of the Chairman of the Board and the Company’s CEO are expressly
determined by the Board of Directors and laid down in writing in the Company’s Articles of
Association and Corporate Governance Code.
The Board of Directors meet whenever deemed necessary in accordance with the needs at hand
or the provisions governing the Company’s operations and may also hold its meetings by
teleconference, as set out in the Articles of Associations and the legislation in force.
The Chairman of the Board determines the items on the agenda and invites the Directors to a
meeting. In case of absence or impediment, the Chairman is replaced, in the following order, by
the Vice-Chairman or, in case of absence of impediment of the latter, by the CEO; in case of
absence or impediment of the CEO, the Board of Directors designates a Director to act as his
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(102) / (270)
replacement. Replacement as per the above relates solely to exercising the powers of the
Chairman of the Board in that capacity.
The current Board of Directors of the Company at the close of fiscal year 2022 arises from:
(i) the decision of the Company’s Extraordinary General Meeting of Shareholders of 27 January
2021 (postponed from 7 January 2021), in which the body of shareholders duly elected
Georgios Mylonogiannis, Aristides Xenofos, Dimitrios Kondylis, Athena Chadjipetrou
(Independent Non-Executive Member) and Konstantinos Toubouros, (Independent Non-
Executive Member) the Board being constituted into a body on the same date;
(ii) the Board of Directors’ decision of 21.05.2021 on its reconstitution into Body following the
election of Mr Euthymios Mpouloutas who replace the resignee Mr Dimitrios Kondylis
(iii) the decision of the Ordinary General Meeting of the Company’s Shareholders dated
22.06.2021, which elected two additional new members, namely, Ms Ioanna Dretta and Ms
Evgenia Leivadarou (Independent Non-Executive member), as this was further reconstituted
into Body, in accordance with the Table below, at its meeting on the same date.
(iv) the Extraordinary General Meeting of the Company's Shareholders held on 30.06.2022,
during which three additional members of the Board of Directors were elected, namely,
Messrs Panagiotis Kyriakopoulos, Georgios Triantaphyllou and Georgios Prousanidis, as this
was further reconstituted into Body, in accordance with the Table below, at its meeting on
the same date.
(v) the Annual General Meeting of the Company's Shareholders held on 28.07.2022, during
which Mr. Odysseas Christoforou was elected as the eleventh member and Independent
Non-Executive Member of the Board of Directors, as this was further reconstituted into a
Body according to the table below, at its meeting on the same date. The same Ordinary
General Meeting of the Company's Shareholders reappointed the following members as
Independent Non-Executive Members of the Board of Directors, namely, Ms Athena
Hatzipetrou, Ms Ioanna Dretta, Ms Eugenia (Jeni) Livadarou and Mr Odysseus Christoforou.
The term of office of the members is five years formally expiring on 27 January 2026, commencing
from the date of the election of the members of the original Board of Directors, i.e. on 27.01.2021,
and ending with the election of new members of the Board of Directors by the General Meeting
of Shareholders held in the year of termination of their term of office, and not extendable beyond
six (6) (27.01.2021) years, as determined in Article 7 par. 2 of the Company’s Articles of Association
and Article 85 of Law 4548/2018, as applicable. It is noted that the term of office of the four
additional members of the Board of Directors expires at the same time as the term of office of
the other members of the current Board of Directors of the Company.
The Board of Directors, in accordance with Article 7 of the Articles of Association, consists of five
(5) to eleven (11) executive and non-executive members. The existing Board of Directors consists
of eleven (11) members, of which there are one (1) executive member and ten (10) non-executive
members. Of these six, four (4) are independent non-executive members within the meaning of
Article 9 of Law 4706/20, as currently in force.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(103) / (270)
Specifically, the current Board of Directors of the Company is composed of the following persons:
Name
Title
Capacity
Business Address
1.
Georgios Mylonogiannis,
son of Stamatios-Takis
Chairman
Non-executive
member
25, Ermou Street,
Kifissia Attiki
2.
Aristides (Aris) Xenofos,
son of Ioannis
Vice-Chairman
Non-executive
member
25, Ermou Street,
Kifissia Attiki
3.
Efthymios Bouloutas, son
of Theodoros
CEO
Executive member
25, Ermou Street,
Kifissia Attiki
4.
Konstantinos Toumpouros,
son of Pantazis
Director
Non-executive
member
25, Ermou Street,
Kifissia Attiki
5.
Athena Chatzipetrou,
daughter of Konstantinos
Director
Independent non-
executive member
25, Ermou Street,
Kifissia Attiki
6.
Ioanna Dretta, daughter of
Grigorios
Director
Independent non-
executive member
25, Ermou Street,
Kifissia Attiki
7.
Evgenia (Jenny) Livadarou
daughter of Ioannis
Director
Independent non-
executive member
25, Ermou Street,
Kifissia Attiki
8.
Panagiotis Kyriakopoulos,
son of Othon
Director
Non-executive
member
25, Ermou Street,
Kifissia Attiki
9.
Georgios Triantafyllou, son
of Eleftherios
Director
Non-executive
member
25, Ermou Street,
Kifissia Attiki
10.
Georgios Prousanides, son
of Ioannis
Director
Non-executive
member
25, Ermou Street,
Kifissia Attiki
11.
Odysseas Christoforou, son
of Stamatios
Director
Independent non-
executive member
25, Ermou Street,
Kifissia Attiki
The independent non-executive members of the Board of Directors fulfill the conditions of
independence of article 9 of Law No 4706/20, as in force (and Article 4 of Law 3016/2002) from
the date of their election until today.
The Board of Directors, in order to expedite the handling of corporate affairs and in accordance
with the Company’s Articles of Association, reserves the right to designate, by virtue of a special
decision which specifies the extent of the relevant authorization, members of the Board of
Directors or company employees or third parties to act as special representatives of the Company
to carry out specific actions at any given time.
The Company evaluates the way the Board of Directors exercises its responsibilities and functions,
in line with the Corporate Governance Code. The evaluation process, mainly based on a general
principle of regular self-evaluation, includes identifying strengths and weaknesses in order to
improve the efficiency of the Board.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(104) / (270)
In addition to the above, the Board of Directors monitors and reviews the implementation of its
decisions via its annual Management Report, which is subject to approval by the Ordinary General
Meeting of Company Shareholders.
Between 01 January 2022 and 31 December 2022 the Board of Directors of the Company met 49
times.
A detailed table showing the attendance of members of the Board of Directors at its meetings,
either in person or by proxy, for the period from 01 January 2022 to 31 December 2022 is
indicated below:
s/n
Name
Time interval
Meetings (49)
Participation
(%)
1.
Georgios Mylonogiannis
01.01 - 31.12.2022
49
100%
2.
Aristides Xenofos
01.01 - 31.12.2022
49
100%
3.
Efthymios Bouloutas
01.01 - 31.12.2022
49
100%
4.
Konstantinos Toumpouros
01.01 - 31.12.2022
49
100%
5.
Athena Chatzipetrou
01.01 - 31.12.2022
49
100%
6.
Ioanna Dretta
01.01 - 31.12.2022
49
100%
7.
Eugenia Livadarou
01.01 - 31.12.2022
49
100%
8.
Panagiotis Kyriakopoulos
30.06 – 31.12.2022
29
100%
9.
Georgios Triantafyllou
30.06 – 31.12.2022
29
100%
10.
Georgios Prousanides
30.06 – 31.12.2022
29
100%
11.
Odysseas Christoforou
28.07 – 31.12.2022
24
100%
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(105) / (270)
In addition to being members of the Board of Directors of the Company, the other professional
commitments undertaken and maintained by the members of the Board are detailed below:
Other professional commitments of members of the Board of Directors
Name
Name of Company/Legal Entity
Title
Georgios Mylonogiannis,
son of Stamatios-Takis
MYLONOGIANNIS AND ASSOCIATES
LAW FIRM
Partner
Aristides (Aris) Xenofos,
son of Ioannis
SOLERGY M. PCC
Partner
HELIOS PARK PCC
Partner
PQH SINGLE SPECIAL LIQUIDATOR
Member of the Settlements &
Liquidation Committee
Efthymios Bouloutas, son
of Theodoros
PIMANA SA
Non-Executive Member of the
Board of Directors
Konstantinos
Toumpouros, son of
Pantazis
TOUMROUROS TEMCO SA
Shareholder (60%, direct
participation), Chairman and
CEO
ERGONOMIA TECHNICAL
CONTRACTORS SA
Shareholder (5%, direct
participation)
ERGOMETRIA SA
Shareholder (50%, direct
participation)
P-S ENGINEERING STUDIES & BUSINESS
STRATEGY SINGLE MEMBER P.C.
Sole Partner and Administrator
(100%, direct participation)
Athena Chatzipetrou,
daughter of Konstantinos
HELLENIC DEVELOPMENT BANK SA
Managing Director
ΧΜ EDUCATIONAL LABORATORIES OF
ATTICA PCC
Shareholder (67%, direct
participation), Member of the
Board
Ioanna Dretta, daughter
of Grigorios
MARKETING GREECE SA
Managing Director
ADK CONSULTING ENGINEERS SA
Shareholder 0.4362%
Evgenia Livadarou,
daughter of Ioannis
NATIONAL ACCESSIBILITY AUTHORITY
Member of the Board of
Directors
Panagiotis Kyriakopoulos,
son of Othon
QUEST HOLDINGS S.A.
Member of the Board of
Directors
EUROSEAS LTD
Member of the Board of
Directors
EURODRY LTD
Member of the Board of
Directors
CAMBRIDGE FINANCE Ltd
Chairman & CEO
XRYSOS ODIGOS S.A.
Member of the Board of
Directors
Georgios Triantafyllou,
son of Eleftherios
MOTOR OIL (HELLAS) CORINTH
REFINERIES S.A.
Chief Strategy Officer
Georgios Prousanides,
son of Ioannis
MOTOR OIL (HELLAS) CORINTH
REFINERIES S.A.
Legal Counsel and Secretary of
the Board of Directors
Odysseas Christoforou,
son of Stamatios
OPAP S.A.
Member of the Board of
Directors
TORA WALLET Α.Ε.
Non-Executive Chairman of the
Board
TORA DIRECT A.E.
Non-Executive Chairman of the
Board
HELLENIC LOTTERIES S.A.
Non-Executive Member of the
Board
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(106) / (270)
All directors hold degrees from Greek and/or foreign universities and some of them also hold
postgraduate and/or doctoral degrees in various disciplines (technology, finance, law, etc.). In this
regard, the above persons, based on their respective CVs, have knowledge of the sectors in which
the Company operates and have the skills and experience to exercise their responsibilities in
accordance with the suitability policy, business model and strategy of the Company.
The CVs of the members of the Board of Directors are presented below in brief, and are also
available online from the Company's website (https://ellaktor.com/en/) and specifically from the
link https://ellaktor.com/en/ellaktor-group/management/board-of-directors/.
Summary reference to the CVs of the Members of the Board of Directors
Georgios Mylonogiannis, Chairman of the Board of Directors, Non-Executive Member:
Supreme Court lawyer, member of the Athens Bar Association since 1993. Holder of a degree
from the School of Economics (1982-1987) and the School of Law (1989-1992) of the National
and Kapodistrian University of Athens. He is one of the founding partners of the law firm Fortsakis,
Diakopoulos, Mylonogiannis and Associates (FDM & A Law Firm) and head of the arbitration and
public contracts department of the Company. His areas of activity are focused on commercial law,
tax law, EU law, public contracts and arbitration. In the field of public contracts, he provides
consulting services and represents domestic and international clients in contract negotiations, as
well as in litigation and arbitration proceedings. His experience includes preparation for
negotiations, drafting and review of contracts, the submission of applications for arbitration.
Efthymios Bouloutas, Chief Executive Officer, Executive Member Mr. Bouloutas has many
years of experience in the banking sector, in Asset Management, in business holding companies
and has managed the restructuring of large industrial companies in the food, air transport, health,
shipping, and real estate sectors. During his career, Mr. Bouloutas has been a partner at Grant
Thornton, CEO of Marfin Investment Group (MIG), CEO of Marfin Popular Bank, CEO of Eurobank
and Member of its Executive Board, CEO of Eurobank Asset Management and CEO of Ionian
Mutual Funds. He has served as chairman and member of Boards of Directors in many companies,
including Vivartia, Olympic Airways, EFG Bank Luxemburg & EFG Private Bank.
Mr. Bouloutas is the holder of a Ph.D. from MIT, a Master of Science from Stanford University, and
a degree in Civil Engineering from the National Technical University of Athens.
Aristidis (Aris) Xenofos, Vice Chairman of the Board, Non-Executive Member: He has more
than 30 years of professional experience in asset and capital management and has also held
positions on Management Committees and the Boards of Directors of multiple companies for
many years. He has also contributed to the restructuring of the domestic financial sector and
effective utilisation of Greek State assets (infrastructure, energy, real estate). He has served in top
positions of executive responsibility on various institutional bodies of the Greek State, specifically
as CEO of the Financial Stability Fund (HFSF) and Executive Chairman of the Hellenic Republic
Asset Development Fund (HRDH). In the field of capital markets, he contributed to the
development of the institution of professional management of institutional funds and to the
consolidation of the dominant position of financial organisations by taking over the position of
Deputy General Director at ALPHA Asset Management AEDAK (Greece), CEO at Eurobank Asset
Management AEDAK (Greece), Chairman at Eurobank FMC SA (Luxembourg) and EFG Eurobank
MFMC SAI SA (Romania). Mr. Xenofos has also been President of the Hellenic Association of
IPPODROMIES S.A.
Vice-Chairman of the Board
(Non-Executive)
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(107) / (270)
Collective Investment and Property Managers (ETHE) and a member of the Board of Directors of
the Athens Stock Exchange.
He is an honours graduate of the Athens University of Economics and Business (BSc in Economics)
and holds a Master of Science (M.Sc.) in Economics from the London School of Economics and
Political Science.
Konstantinos Toubouros, Non-Executive Member: He has more than eighteen years of
experience in the management of construction companies, with the knowledge and skills required
for the management of complex construction and infrastructure projects of a multilevel and
multifaceted nature. He specialises in a range of areas that has included many years of experience
in customer relations, project budgeting, risk management, planning and creating a sound basis
for the implementation of profitable projects.
He is a graduate civil engineer with a postgraduate degree in Hydraulic Engineering &
Environment from the National Technical University of Athens (NTUA).
Athena Hadjipetrou, Independent Non-Executive Member: She has more than 25 years of
experience in senior financial management positions in numerous sectors and industries, with
particular emphasis on finance, administration and project management in multinational
companies. Specifically, she began her career in the current PwC. During her career, among other
positions, she was financial director at Coca-Cola Hellas, financial director at Beiersdorf Hellas,
CFO of the Toyota Hellas SA Group, financial advisor to the Ministry of Development and
Competitiveness, and consultant to the Netherlands Enterprise Agency (RVO) as well as the United
Nations Economic Commission for Europe (UNECE). She has held the position of CEO since
2017. Today, she is Managing Director of the Hellenic Development Bank SA (HDB).
She is the holder of a degree in Business Administration from the Athens University of Economics
and Business, a postgraduate degree in Business Research from the University of Athens, and a
postgraduate degree in Cultural Management from the University of Kent.
Ioanna Dretta, Independent - Non-Executive Member: During her 20-year career, she has held
senior management positions in the private and public sectors, in projects involving multiple
stakeholders, in different fields of economic activity, taking over management roles in complex
environments to produce positive outcomes. She is the CEO of Marketing Greece, a private sector
tourism collaboration between the Greek Tourism Confederation (SETE) and the Hellenic Chamber
of Hotels designed to promote Greece internationally, successfully shaping a high profile for the
company and its contribution to the tourism sector through innovative and pioneering multi-
stakeholder initiatives, especially during the Covid-19 pandemic.
She is a graduate civil engineer from the National Technical University of Athens (NTUA), with
postgraduate degrees from Imperial College London (MSc) and Harvard Kennedy School (Master
in Public Administration).
Evgenia (Jenny) Livadarou, Independent Non-Executive Member: With more than 17 years
of experience, her areas of expertise include innovation, green technologies, renewable energy
sources, waste management, industrial applications and construction. She has worked with
international organisations, including the United Nations (General Secretariat, in New York), and
large business groups. At the same time, she has focused her attention on issues of social
inclusion for many years and is a member of the National Accessibility Authority.
She is a graduate in Civil Engineering and holder of a Postgraduate Degree (MSc) in Water
Resources Management from the National Technical University of Athens (NTUA), a Postgraduate
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(108) / (270)
Degree (MPhil) in Design, Development and Recovery Policies from the University of Cambridge
(UK), later specialising in Civil Engineering and Infrastructure Development Policies (PhD) and
Applied Mathematics at the University of Cambridge (UK) - Her particular expertise lies in fluid
dynamics with applications in sustainable cities, green infrastructure, energy efficiency, product
optimisation, environmental protection (air, water and ground), and ocean motion.
Panagiotis Kyriakopoulos, Non-Executive Member. He is the Chairman and CEO of Cambridge
Finance, a company that provides consulting services. He is also a member of the Board of
Directors of the US Stock Exchange listed shipping companies Euroseas Ltd and Eurodry Ltd, a
member of the Board of Directors of Quest Group and member of the Board of Directors of the
Association of Businesses and Industries (SEV).
He is graduate in Naval Mechanical Engineering from the University of Newcastle upon Tyne,
Great Britain. He holds a master's degree (M.sc) in Naval Engineering and Mechanical Engineering
from the Massachusetts Institute of Technology (MIT), USA and a master's degree (MBA) in
Business Administration from Imperial College London.
Georgios Triantafyllou, Non-Executive Member. Head of the Motor Oil Group strategy team,
including corporate development, mergers and acquisitions and corporate planning. His key areas
of focus include strategy making, corporate vision development, execution of strategic initiatives
and development of future growth areas such as alternative and renewable fuels and the circular
economy. Prior to joining the Firm, he worked for 13 years in Goldman Sachs' Investment Strategy
sector in New York and London, focusing on the energy sector, where he was head of the bank's
Southeast Europe.
He holds a double degree in Economics and History from Brandeis University and holds an MBA
from the MIT Sloan School of Management.
Georgios Prousanidis, Non-Executive Member. Mr. Prousanidis has been the Legal Advisor of
the Motor Oil Group (Hellas) Corinth Refineries SA since 2001.
He holds a degree from the Law School of the University of Athens and an LLM from Columbia
Law School, New York.
Odysseas Christoforou, Independent - Non-Executive Member. He has more than 25 years of
professional experience, having served in senior management positions of major Greek and
multinational companies, in the sectors of gambling, banking, financial and consulting services.
Among other positions, he has served as Executive Management Consultant at the Bank of Greece
(2009-2014), General Manager of Communication of the Bank of Cyprus Group (2006-2008),
General Manager of Marketing & Communication of Emporiki Bank (2004-2006) and General
Manager of Sales & Communications of Ernst & Young S.E. Europe (2002-2004). Since 2014, he
has been a member of the senior management team of OPAP, the largest gambling group in
Greece. In June 2019, he was appointed Deputy CEO of OPAP, and he is the Chairman of the
Regulatory Compliance Committee of the company. H also participates in the Boards of Directors
of OPAP subsidiaries. He is a graduate of the Department of Social Work of the University of
Western Attica and holds a Master's degree in Public Relations & Communication from the
University of Ulster (N. Ireland).
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(109) / (270)
Corporate Secretary - Curriculum Vitae
Vasiliki (Vali) Niatsou has been a lawyer with the ELLAKTOR Group since 1995. She was involved
in public sector projects for seven years as a lawyer for AKTOR SA. She was responsible for the
public works, environment and concession projects sector, a position she continues to holds
today. In January 2021 she took over the position of Legal Services Director of the Group and
legal advisor of ELLAKTOR SA.
She has over twenty years of international experience in infrastructure projects, with special
expertise in concession projects and the financing of projects with high quality specifications in
Greece and abroad, with involvement at the level of tenders, negotiations, signature and financing
of major concession contracts including the Attiki Odos Motorway, the Corinth - Tripoli - Kalamata
Motorway, the Thermaikos Submarine Link, the Maliakos - Klidi Motorway, the Corinth - Patras -
Pyrgos - Tsakona Motorway, airport projects in Cyprus (Larnaca & Paphos), privatisation of the
Casino Mont Parnes, privatisation of the Thessaloniki Water Supply & Sewerage Co. SA,
exploitation of the Rhodes Afandou Golf Course Development, the Paphos - City Motorway
(Cyprus), the Mafraq to Al Ghweifat International Highway (UAE), the regional airports of Greece,
the concession for exploitation of Alimos Marina, the Egnatia Motorway, a Waste Management
Unit in Agia Petroupoli and Kozani via a public/private partnership (PPP), as well as various other
projects PPP infrastructure and environmental projects, in Greece and abroad.
She studied law at the National and Kapodistrian University of Athens (graduating in 1992) and
pursued postgraduate studies in Tax Law (Athens University of Economics and Business) and
Business Administration (MBA, Henley Business School UK).
The curriculum vitae of the Group’s senior executives are presented below:
Dimosthenes Revelas, Financial Director (CFO) of ELLAKTOR Group from 1 June 2021 He has
30 years of experience in key positions of responsibility in the banking and financial sector, as
well as in private sector business. He was the Chief Financial Officer and member of the Board of
Directors of the Grigoris SA Group, an executive of Alpha Bank (2013-2018) in various positions
of responsibility including Wholesale Non Performing Loans Division Manager, Deputy Chief of
Strategy and General Manager as well as member of the Board of Directors of Alpha Finance
1993-2013, having also served as Corporate Officer at Credit Commercial de France (1991-1993).
He holds an MBA from the University of Sheffield and a degree in Chemistry from the National
and Kapodistrian University of Athens.
Aphrodite Avramea, Head of Strategy of the ELLAKTOR Group since July 2021. She has more
than 20 years of experience in the banking and financial sector, having been Senior Director of
Large Business Restructuring and Shipping for Intrum Hellas, Director of Large Business Loan
Restructuring, as well as executive officer in the Strategy and Task Force and Merchant Banking
Divisions of Piraeus Bank, Head of Banking Relations at Marfin Investment Group, Head of Large
Enterprise Financing at Marfin Egnatia Bank and of the Maritime Finance Department at Laiki
Bank. She holds a Master's Degree in Finance from Harvard University, an MBA from the City
University of New York, a Bachelor of Economics from the National and Kapodistrian University
of Athens, and CFA Institute Charterholder.
Vasiliki (Vali) Niatsou, Director of Legal Services for ELLAKTOR Group (also occupies the
position of Corporate Secretary - see above for summary CV).
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(110) / (270)
Irene Bournazou, Human Resources Director for ELLAKTOR Group She has more than 30
years of experience in the infrastructure sector. She has worked for the Group since 1989, having
held positions of responsibility including HR Administration & Payroll Manager at AKTOR Group
followed by HR Operations Manager of ELLAKTOR Group. Today she is in charge of all functions
affecting personnel as the Head of Human Resources for the Group. She holds a BSc in Business
Administration, Accounting & Finance from Deree College, The American College of Greece,
Athens.
Evangelia Dimitroulia, Head of Regulatory Compliance of the ELLAKTOR Group since April
2021. She has more than 25 years of experience in the banking and finance sector as an internal
auditor, as well as extensive expertise in matters of regulatory compliance, risk management and
internal audit systems. She holds a degree in Accounting and Finance and a postgraduate degree
in Business Administration. She is a Certified Internal Auditor, a Certified Fraud Examiner, holds
the Certification in Risk Management Assurance (CRMA) and Certification in Control Self-
Assessment (CCSA). She is also a Certified Quality Assessment Valuator. She was Hellenic
Association of Certified Fraud Examiners (HACFE) (2017-2020), and since 2015 she has been a
Certified ACFE Instructor.
Dimitrios Foros, Head of the Internal Audit Division of the ELLAKTOR Group since 2002,
having previously been involved with the monitoring of costs in the Group's operations with
emphasis on the construction sector. He has many years of experience in various positions of
responsibility in Greece and abroad. During the period 1996-2000 he worked for the DELTA model
dairy product manufacturer in the Group Human Resources Department, as chief financial officer
of the ice cream production unit & Delta Group internal auditor. He completed his cooperation
with the company working abroad (in Serbia) providing financial services in the country in matters
of budgeting, costing and organisation of internal audit functions for the company. He is a
graduate of the Athens University of Economics and Business (ASOEE), Department of
Organisation and Administration. He completed his postgraduate studies (MBA) at the University
of Cardiff (Wales UK) in 1994. He is a member of the Athens Chamber of Commerce, the Hellenic
Institute of Internal Auditors and the International Institute of Internal Auditors.
Anastasia Papachristou, Head of the Risk Management Unit of Ellaktor Group. She has more
than 30 years of experience in the banking and finance industry, having held senior management
positions in banks. Indicatively, she served as Director in the General Department of Credit Group,
specialising in the Construction, Real Estate and Tourism sectors, Head of the Loan Portfolio
Evaluation Team in acquisitions & mergers of banking institutions, as well as Director of Internal
Audit at Eurobank and Head of Internal Audit at Interbank. She has worked in particular on issues
such as: project financing, financing - restructuring - business loan arrangements, operational risk
management, business risk management, AML and technological transformation of
organisations. She holds a degree in Economics from the National and Kapodistrian University of
Athens and certifications for training Programmes in her field.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(111) / (270)
Shares held by the members of the Board of Directors and senior executives in the Company
According to their respective declarations, none of the members of the Board of Directors or
senior executives of ELLAKTOR directly or indirectly hold shares or voting rights in the Company
on the date of publication hereof, apart from:
- Mr. Efthimios Bouloutas, CEO of the Company (Executive Member), who holds a total of 75,066
shares and the corresponding voting rights of the Company, i.e. 0.021%,
- Mr. Panagiotis Kyriakopoulos, non-executive member of the Board of Directors of the Company,
who holds a total of 1,000 shares and the corresponding voting rights of the Company, i.e.
0,0002%,
- Ms Irene Bournazou, Human Resources Director, who holds a total of 3,997 shares and
respective voting rights of the Company, i.e. 0.0011%.
Remuneration of the members of the Board of Directors and Senior Management -
Remuneration policy of the Board of Directors and Senior Management
The Remuneration Policy for members of the Board of Directors of the Company was approved
by decision of the Annual Ordinary General Meeting of the shareholders of ELLAKTOR held on 11
July 2019 and amended by a decision of the Annual Ordinary General Meeting of Shareholders
held on 22 June 2021,pursuant to the decision of the Board of Directors dated 1 June 2021 and
following a respective proposal of the Nominations and Remuneration Committee. The Policy is
valid for four (4) years from the date of its initial approval (hereinafter the Valid Period) unless
revised and/or amended earlier by another decision of the General Meeting. The Policy has been
drafted in accordance with the EU Shareholder Rights Directive (SRD II) as incorporated into Greek
legislation under Law 4548/2018.
The Policy concerns the remuneration of the members of the Board of Directors and aims to
ensure that ELLAKTOR remunerates its Board of Directors based on the short-term and long-term
business plan of the Company.
The level of fixed salaries and fees payable to both executive and non-executive directors is
established on the basis of fair and reasonable remuneration for the best and most appropriate
person for each specific position, taking into account the level of responsibility, as well as the
knowledge and experience required to deliver on expectations, while ensuring that the amount
paid by the Company reflects a sum which is both absolutely necessary and at the same time
supports its long-term interests and sustainability.
The Policy provides for variable remuneration for the executive members of the Board of
Directors, in order to further align the interests of these members with those of the Company,
given that applicable performance criteria will be based on indicators of the long-term success
and viability of the Company.
The remuneration policy for the Executive Board Directors contributes to the Company’s business
strategy and long-term interests and sustainability.
The Remuneration Policy of the Board of Directors of ELLAKTOR as well as the annual Revenue
Report of its members are posted on the Company's website https://ellaktor.com/en/ .
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(112) / (270)
iv. Composition and functioning of the Audit Committee
The existing four-member independent Audit Committee emerged from the decision of 27
January 22 by the Extraordinary General Meeting of the Company, in combination with the
decision of 6 June 2021 by the Ordinary General Meeting of Shareholders, in which Panagiotis
Alamanos was elected as an independent member, having no relationship with the Company, as
well as Konstantinos Toumpouros, as independent (at that time) non-executive member and
Athena Hadjipetrou, as independent non-executive member. Subsequently, by the decision of the
Audit Committee dated 14.02.2022 and by the decision of the Extraordinary General Meeting of
the Company dated 30.06.2022, Kostantinos Toumbouros was replaced by Eugenia (Jeni)
Livadarou and by the decision of the Extraordinary General Meeting of the Company dated
25.08.2022, Ioanna Dretta was elected as a member. By the decision of the Audit Committee dated
25.08.2022, the committee was constituted into a body and its Chairman was elected from among
its members.
The composition of the Audit Committee during the closing fiscal year 2022 is listed in the table
below:
s/n
Name
Title
1.
Panagiotis Alamanos
Chairman of the Committee
(Third Person - Independent)
2.
Athena Chatzipetrou
Member of the Committee
(Independent Non-Executive Director)
3.
Evgenia (Jenny) Livadarou
Member of the Committee
(Independent Non-Executive Director)
4.
Ioanna Dretta
Member of the Committee
(Independent Non-Executive Director)
All of the above executives have proven and sufficient knowledge in the sector in which the
Company operates, i.e. in the sector of construction and construction materials (sub-sector:
Construction), while the Vice-Chairman of the Audit Committee, Mr. P. Alamanos, as well as its
members, Ms. A. Hatzipetrou, Ms. Eugenia Livadarou and Ms. Ioanna Dretta (Independent Non-
Executive Members of the Board of Directors) meet the conditions of independence of Art. 9 of
Law 4706/2020. In addition, at least one member of the Audit Committee has a proven track
record in auditing or accounting. In particular, the Chairman of the Audit Committee, Mr.
Alamanos is a Certified Public Accountant (AM SOEL 38101).
The term of office of the above members of the Audit Committee coincides with the term of office
of the members of the elected Board of Directors, i.e. five years, starting as of the day of their
election, i.e. 27 January 2021 and ending with the election of the new Board of Directors at the
Ordinary General Meeting of Shareholders of the Company when it is held in the year 2026.
The purpose of the Audit Committee is to assist the Board of Directors in relation to the
monitoring and supervision of (a) financial information, (b) internal audit systems, (c) internal
control, risk management and regulatory compliance units and in general effective governance
of the Company and its subsidiaries that are under its control (hereinafter referred to jointly for
reasons of brevity ‘the Group’), in accordance with the law and (d) the statutory auditors based
on the provisions of Article 44 of Law 4449/2017, as amended and in force, and Articles 10, 15
and 16 of Regulation (EU) 537/2014 of the European Parliament.
The Audit Committee has established and implements its own operating regulation, which is
approved and revised by decision of the Audit Committee. Its most recent revision was approved
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(113) / (270)
and entered into force by the decision of the Company's Audit Committee dated 20.09.2022 and
by the decision of the Company's Board of Directors dated 20.02.2023. The current regulation of
the Audit Committee is posted on the Company's website at the following address
https://ellaktor.com/en/ellaktor-group/management/audit-committee/audit-committee-
operating-regulation/ .
Functioning of the Audit Committee
1. The Audit Committee meets at regular intervals, i.e. at least twelve (12) times a year, and on
extraordinary occasions, whenever so required. The Chairman of the Audit Committee shall send
a written invitation to the members, which can be sent by email, at least two (2) business days
before the meeting, indicating therein the items on the agenda, as well as the date, the time
and the place of the meeting. The Audit Committee may self-convene with no prior invitation
by the Chairman, provided that all its members are present. The Audit Committee may also
convene validly by teleconference. The drafting and signing of a minute by all the members of
the Audit Committee shall be equal to a meeting and a decision, even if no meeting is previously
held.
2. The Audit Committee shall be in quorum and shall meet validly when at least two members are
attending; participation through a representative shall not be permitted. At least one of its
independent members, who has sufficient knowledge and experience in auditing or accounting,
must attend the meetings of the Committee that involve approval of the financial statements.
The Audit Committee draws up an operating regulation by its decision, if it is independent, or
following a prior decision of the Board of Directors, if it is a committee of the Board of Directors,
and said regulations are duly posted on the Company's website. It meets at the Company's
headquarters or elsewhere as foreseen by the Regulation, in application of the provisions of
Article 90 of Law 4548/2018. The discussions and decisions of the Audit Committee are recorded
in the minutes of the meeting, which are duly signed by the members present, pursuant to
Article 93 of Law 4548/2018. The Audit Committee may, at its sole discretion, invite, when
deemed necessary, any management executives involved in the Company’s governance,
including Executive Members of the Board of Directors, the Chief Financial Officer, the Head of
the Internal Audit Division, the Head of the Regulatory Compliance Division and the Head of the
Risk Management Division, to attend specific meetings or be present for discussion of specific
items on the agenda and provide explanations, as well as any person deemed able to contribute
to its task.
3. Members who participate by means of teleconference shall be considered present. The Audit
Committee shall take decisions by an absolute majority of the members participating in the
meeting.
4. The Audit Committee may elect a secretary to keep the minutes of its meetings. The secretary
may not be a member of the Committee, but a Company employee.
5. In case of resignation, death or loss of membership, the Board of Directors shall appoint, from
its existing members, a new member to replace the one who has become unavailable, for the
period until the end of their term of office, subject, if applicable, to the provisions of Article
82(1) and (2) of Law 4548/2018 (Government Gazette, Series I, No 104), which shall then be
applied accordingly. When the member specified under the previous paragraph is a third party
and not a member of the Board of Directors, the Board of Directors shall appoint a third party
who is not a member of the Board of Directors, as a temporary replacement, and the next
General Meeting shall either appoint the same member or shall elect another member for a
period ending with expiry of their respective term of office on the Audit Committee.
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for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(114) / (270)
Responsibilities of the Audit Committee
Without prejudice to the responsibility of the members of the Company’s Board of Directors, the
Audit Committee, in accordance with Article 44(3) of Law 4449/2017, as applicable, has the
following responsibilities:
1. The Audit Committee monitors the process and the performance of the statutory audit of the
Company’s and the Group’s individual and consolidated financial statements. Within this
framework, it notifies the Board of Directors with a report on matters arising from the statutory
audit, explaining in detail:
(a) the contribution of the statutory audit to the quality and integrity of financial reporting, i.e.
the accuracy, completeness and correctness of the financial information, including related
notifications, as approved by the Board of Directors and disclosed; and
(b) the role of the Audit Committee in the procedure described in point (a), namely in recording
the actions of the Audit Committee during the statutory audit.
In the context of the aforementioned briefing of the Board of Directors, the Audit Committee
shall take into account the contents of the supplementary report submitted by the chartered
accountant-auditor, which includes the results of the statutory audit carried out and which at
least complies with the specific requirements of Article 11 of Regulation (EU) No 537/2014 of
the European Parliament and of the Council of 16 April 2014.
2. The Audit Committee is responsible for monitoring, evaluating and reviewing the process of
preparing financial reports, namely the mechanisms and systems used to generate, and the flow
and dissemination of, the financial information provided by the Company and Group’s
organisational units involved. The above Committee actions include the rest of the information
made public in any way (e.g. stock exchange communications, press releases) in relation to
financial information. The Audit Committee notifies the Board of Directors of its findings and
submits proposals for improving the procedure, if it deems necessary.
3. The Audit Committee monitors and assesses the effectiveness of all Company and Group
policies, procedures and safeguards with respect to the internal audit system, as well as the
assessment and management of risks associated with financial reporting. The Audit Committee
monitors and supervises the proper functioning of the Company’s Internal Audit Division and
the Company’s liable subsidiaries, in accordance with the professional standards and the
applicable legal and regulatory framework, and evaluate its work, competence and efficiency,
without, however, affecting its independence. Furthermore, the Audit Committee shall review
the publicly available information as to the internal audit and the main risks and uncertainties
of the Company and the Group, in relation to financial reporting. In any event, the Committee
shall submit to the Board of Directors its findings and any suggestions for improvement.
4. It monitors the statutory audit of the Company and Group’s annual financial statements, its
performance in particular, taking into account any findings and conclusions of the competent
authority in accordance with Article 26(6) of Regulation (EU) No 537/2014.
More specifically: The Audit Committee is notified by the management regarding the process
and the time frame for preparation of the financial information. The Audit Committee shall be
notified by the certified auditor and accountant regarding the annual plan for the statutory audit
prior to its implementation; it shall review it and ensure that the annual statutory audit plan
covers the most important audit areas, taking into account the core business and financial risk
sectors of the Company and the Group. The Audit Committee also submits proposals on other
significant matters, when it deems it appropriate; To implement the above, the Audit Committee
is expected to meet with the management and competent executive staff in the course of
preparation of the financial reports, as well as with the Certified Public Accountant-Auditor of
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for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(115) / (270)
the Company and the Group during the scheduling of the audit, during the execution of the
audit, and during preparation of the audit reports.
In the context of its responsibilities, the Audit Committee must take into account and review the
most significant issues and risks which may affect the financial statements of the Company and
the Group, as well as the significant opinions and estimates of the management during their
drafting. Please find below the most important indicative topics which are expected to have
been reviewed and evaluated in detail by the Audit Committee, insofar as they are significant
for the Company and the Group, including specific related actions, when the Audit Committee
updates the Board of Directors:
‒ Assessment of Management's judgment in using the going concern assumption.
‒ Significant judgments, assumptions and estimates when preparing financial statements.
‒ Evaluation of assets at fair value.
‒ Assessment of asset recoverability and impairment tests.
‒ Accounting dealing of acquisitions.
‒ Adequacy of disclosures on the major risks faced by the company and the Group.
‒ Significant transactions with related parties.
‒ Significant unusual transactions.
‒ Physical inventories of assets.
In this regard, attention is drawn to timely and effective communication between the Audit
Committee and the auditor in relation to the drafting of the audit report and the supplementary
report of the latter to the Audit Committee. In addition, the Audit Committee shall review the
financial reports of the Company and the Group prior to their approval by the respective Board
of Directors, in order to assess their completeness and consistency with the information brought
to the attention of the Committee together with the accounting principles that the Company
applies, and shall inform the Board of Directors accordingly.
5. The Audit Committee review and monitors the independence of certified public accountants-
auditors or audit companies, as per Articles 21, 22, 23, 26 and 27, and in accordance with
Article 6 of Regulation (EU) No 537/2014, and, in particular, the suitability of the provision of
non-audit services to the Company and the Group, as per Article 5 of Regulation (EU) No
537/2014.
6. The Audit Committee is responsible for the process of selecting certified public accountants-
auditors for the Company and the Group, and recommends certified public accountants-
auditors or audit companies for selection in accordance with Article 16 of Regulation (EU) No
537/2014, unless Article 16(8) of Regulation (EU) No 537/2014.
7. The Audit Committee shall review the adequacy, staffing and organisational structure of the
Internal Audit Division of the Company and its obligated subsidiary companies, submitting a
proposal to the Board of Directors regarding appointment of the Head of the Internal Audit
Division and identifying any weaknesses. If it is necessary, the Audit Committee submits
proposals to the Board of Directors so that the Internal Audit Division has the necessary
resources, is adequately staffed with sufficiently educated, experienced and trained personnel,
so that there are no restrictions to its work and it has the foreseen independence.
The Audit Committee shall submit a proposal to the Board of Directors regarding the internal
operating regulations for the Internal Audit internal Division. In addition, the Audit Committee
shall be informed on the annual audit schedule of the Internal Audit Division of the Company
and the liable subsidiaries prior to the implementation of said schedule, and evaluate it taking
into account the main business, operational and financial risks as well as the results of previous
audits. In the context of the provision of this information, the Audit Committee assesses whether
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Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(116) / (270)
the annual audit schedule (in combination with any related medium-term plans) covers the most
significant audit areas and systems related to financial reporting.
The Audit Committee holds regular meetings with the Head of the Internal Audit Division of the
Company and the obliged subsidiaries to discuss matters under its area of competence and any
problems arising from internal controls. In addition, the Audit Committee takes note of the work
of the Internal Audit Division of the Company and its obliged subsidiaries, including its reports
(regular and extraordinary), and monitors the provision of information to the Board of Directors
as regards the content of said reports and the communication of financial information within
the Company in general.
The Audit Committee presents the reports of the Internal Audit Division to the Board of Directors
each month, together with its observations.
Furthermore, the Audit Committee evaluates on an annual basis the performance of the Head
of the Internal Audit Division, with the evaluation process of the Group's managers.
8. The Audit Committee supervises the management and periodic review of the main risks and
uncertainties for the Company and the Group. In this context, the Audit Committee evaluates
the methods used by the Company and the Group to identify, assess, manage and continuously
monitor risks, dealing with the main ones through the Risk Management Policy implemented
by the Group, as well as their disclosure in the published financial information in a correct way,
when this is deemed necessary.
9. The Audit Committee informs the Board of Directors about the outcome of all the above-
mentioned actions by communicating its findings and submitting proposals for the
implementation of corrective actions, where appropriate.
10. The Audit Committee shall submit an annual report regarding its actions to the Company’s
Ordinary General Meeting of Shareholders. This report shall include a description of the
sustainable development policy observed by the Company.
11. The Audit Committee participates in the selection of the candidates who are to carry out
evaluation of the internal audit system, the process of proposal, selection and approval of the
assignment of the evaluation by the competent body, as well as the competent person or body
responsible for monitoring and observing the agreed project. Adequacy of the IAS shall be
evaluated on the basis of international best practices.
With regards to the best international practices, the International Federation of Accountants
(International Federation of Accountants: International Standards on Auditing of the
International Federation of Accountants, the International Professional Practices Framework
(Institute of Internal Auditors: The Internal Control System Framework) and the COSO committee
Internal Control Framework (COSO: Internal Control Integrated Framework). Issues of
independence and objectivity shall be taken into account when selecting the IAS Evaluator. The
Evaluator and the members of the evaluation project team must be independent and must not
maintain dependent relations pursuant to Article 9(1), as specified in detail under Article 9(2) of
Law 4706/2020, as well as exhibit objectivity during the performance of their duties.
Objectivity is defined as the impartial attitude and mentality, which allows the Evaluator to
perform their work as they deem fit and prevents them from accepting compromises in terms
of its quality. Objectivity requires that the Evaluator's judgment shall not be influenced by third
parties or facts. When selecting the IAS Evaluator, issues related to their knowledge and
professional experience shall be taken into account. In particular, the head of the IAS evaluation
project team and in each case the signatory of the evaluation must possess the appropriate
professional certifications (depending on the professional standards they have referred to) as
well as proven relevant experience (e.g. in IAS and corporate governance structure evaluation
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Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(117) / (270)
projects). In the context of ensuring independence and objectivity, the evaluation of the IAS
cannot be carried out by the same Evaluator for a 3rd consecutive evaluation. The recipients of
the Evaluation Report are the Audit Committee and the Board of Directors of the Company.
Periodicity is defined as the period of time between two consecutive evaluations and such
period is set to three (3) years commencing from the reference date of the last evaluation.
12. The Audit Committee monitors the effectiveness of the Company's internal controls, quality
assurance and risk management systems and, where appropriate, the Company's Internal Audit
Division, with regard to the financial information of the audited entity, without violating the
independence of the entity in question.
Evaluation
Every two (2) years, or more frequently if so deemed appropriate, the Audit Committee shall
evaluate its performance and the adequacy of its current Operating Regulation and submit
relevant proposals for approval to the Board of Directors.
The Audit Committee carries out a self-evaluation of its work on an annual basis, in accordance
with the provisions of the ESED that the Group has incorporated, and every three (3) years it is
evaluated by an external consultant selected by the Board of Directors, based on the provisions
of Law 4706/2020, who should have the appropriate professional certifications (depending on the
professional qualifications he claims) as well as proven relevant experience.
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Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(118) / (270)
Proceedings of the Audit Committee during fiscal year 2022
For the purposes of performing its various tasks, the Audit Committee met fifteen (15) times in
2022, twelve (12) of which were in full quorum.
Ι. Works related to the monitoring of the statutory audit
1. The Audit Committee monitors performance of the statutory audit of the Company’s
individual and consolidated financial statements. In this context, it has held discussions with
the external auditors and the financial services department, and:
(i) It has been made aware of the independent auditors’ schedule for the audit of the
financial statements prior to its implementation, including risk assessment in the
respective audit areas
13
and the areas of significant interest for audit purposes.
(ii) The Committee has been notified through interim meetings of any new important
issues arising during the audit;
(iii) It is aware of the contents of the Annual Audit Report for the year 2021, the respective
Supplementary Report, as well as reports on the review of interim statements;
(iv) The Committee is also aware of the tasks and remuneration for the non-audit services
that have been assigned, has monitored and evaluated any threats to the auditors'
independence and meticulously implemented the Policy for Assigning Non-Audit
Tasks to External Auditors.
2. The Audit Committee has carefully examined: a) the appropriateness and consistency of
applied accounting policies, in particular with regard to recognition of income, accounting
estimates (focusing in detail on the assumptions on which they are based and their
calculation models); b) any impairment of assets and the respective disclosures; c)
accounting for the recognition, measurement and presentation of financial instruments; (d)
accounting for leases; e) accounting for intangible assets and goodwill arising from the
acquisition of subsidiaries.
The Audit Committee was also informed of the impairment tests and the assets on which
they were performed, the assumptions for the recognition and measurement of provisions.
In addition, it has reviewed all matters involving a significant degree of uncertainty, and the
disclosures in the notes to the financial statements.
The Audit Committee has received explanations from the financial departments regarding
the collection of trade and other receivables, and the adequacy of impairment provisions
with regard to expected credit losses. It has also discussed and appreciates the extent to
which deferred tax assets are collectable, as well as the adequacy of deferred tax liabilities
duly recognised.
The Committee has requested details and duly received updates on all related party
transactions and has reviewed the proper application of the provisions of Law 4548/2018.
It has also examined the adequacy and appropriateness of the disclosures in the notes to
the financial statements.
13
These at a minimum cover the issues indicatively mentioned in the Hellenic Capital Market Commission Circular 1302/28-4-2017 p.4.
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Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(119) / (270)
3. Furthermore, the Audit Committee has monitored the consolidation procedure, preparation
of the consolidated financial statements, and the consistency of the application of IFRSs
with regard to subsidiaries, associates and joint ventures. In this context, the Committee
has requested and reviewed the reports received by the Group's independent auditors from
the auditors of the component units, and has carefully reviewed the findings expressed in
them.
The Audit Committee, closely monitoring the completion of the process of auditing the
financial statements and fully understanding the importance of this process for the quality
of financial information, has requested the approval of the of the Company’s Board of
Directors to institute statutory reviews by the independent auditors entrusted with the
audit of the individual and consolidated financial statements.
4. Taking into account the outcome of the audit of the individual and consolidated financial
statements by the independent auditor, and in accordance with the results of its review, as
well as the discussions it has held with executive personnel and others, the Audit
Committee has made its recommendations to the Board of Directors with regard to
approval of the financial statements for fiscal year 2021.
5. In addition, the Audit Committee has asked, in accordance with its standing request, that a
statutory auditor be assigned for the purpose of obtaining issuance of a tax certificate for
fiscal year 2022.
ΙΙ. Internal Audit System, Internal Audit Division
1. The Audit Committee monitors the effectiveness of all the policies, procedures and
safeguards of the Company. To this end, as of the 3rd quarter of 2021 it has commenced,
via the quarterly reports of the Internal Audit Division, to submit proposals to correct
weaknesses and deficiencies in various areas within the Group.
2. The Audit Committee also monitors and supervises the proper functioning of the Internal
Audit Division, in accordance with the professional standards and the applicable legal and
regulatory framework, and evaluates its work, competence and efficiency, without,
however, affecting its independence. It shall be noted that the Audit Committee is the only
competent body to evaluate the Internal Auditor.
3. Within 2022, the Internal Audit Division has completed 17 regular audit reports in
accordance with the scheduled plan for the year 2022 approved in the previous fiscal year.
These regular audits, carried out the Internal Audit Division, represent 100% of the audits
planned for the fiscal year 2022. In addition, two (2) unscheduled audits were carried out
in 2022.
4. The Audit Committee evaluates the staffing and the organisational structure of the Internal
Audit Division and the recruitment procedures have started for an experienced executive
who will strengthen the Internal Audit Division. The Audit Committee proceeded with the
evaluation of the Internal Audit Division for the year 2022.
5. The Audit Committee has approved the annual audit schedule prepared by the Internal
Audit Division for fiscal year 2022, prior to its implementation, having assessed it in
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Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(120) / (270)
accordance with key business and financial risk sectors, as well as to the results of previous
audits.
14
6. The Director of the Internal Audit Division was present at 13 out of the 15 meetings of the
Committee throughout 2022.
7. The Committee continues to consider the changes brought about by Law 4706/2020 on
Corporate Governance, in the powers and obligations of the Committee itself.
At the same time, it proceeded, through the ongoing cooperation with the Board of Directors
and the executives of the Company, to take all actions as required in order to ensure that the
work of the Internal Audit Division includes, among others, proposals with regard to issues
concerning the unimpeded verification of the adequacy of the Company's Internal Audit
System, as defined by Law 4706/2020 and the respective decisions of the Hellenic Capital
Market Commission. All audit reports (reports) were discussed in the Audit Committee after
relevant explanations were offered by the Internal Audit Division.
ΙΙΙ. Risk management
The Audit Committee was informed of the assessment of the main risks and uncertainties facing
the Company, conducted by the Internal Audit Division, and the correlations with the outcome
of the scheduled tasks carried out by external and internal auditors.
14
The Audit Committee receives updates on the work of the Internal Audit Division in addition to the reports prepared by it
(regular and extraordinary). In 2022, 19 ordinary & extraordinary audit reports (7 on operations abroad and 12 on domestic
operations) were discussed, as well as the annual follow-up report. The Committee also monitored the participation of the
Internal Audit Division in consulting works, and ensured that these works represented in any case less than 30% of the available
working hours of the permanent Management staff.
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Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(121) / (270)
IV. Sustainable Development
ELLAKTOR Group places an active contribution to, and substantial promotion of, sustainable
development at the heart of its business planning and the activities of its sectors. Ensuring a safe
and fair working environment, substantial support for the economy and local communities, and
reducing the impact of its activities on the environment are key principles of the Group. These
commitments, which act as the fundamental guide to fulfilling its mission, are expressed through
modern infrastructure projects that have been upgrading people’s quality of life for decades, as
well as environmental and energy projects that promote the circular economy and energy
production through alternative and renewable sources, while creating added value for all its
social partners.
During 2022, the Group's Sustainable Development strategy was redefined, specific short-term,
medium-term and long-term objectives were set at the level of Environment (E), Society (S) and
Governance (G), and the Group's new priorities regarding Sustainable Development were
defined, which are summarised in innovation and digital transformation, climate change and the
promotion of circular economy, the protection of health, safety and development of employees,
social responsibility and integrity and business ethics. The above was presented and analysed in
the Sustainable Development Report for 2021, which was published in July 2022.
Within 2022, the process of analysing the performance of the Group's companies, in terms of
Sustainable Development, continued, in accordance with recognised international and national
standards such as GRI, SASB and the ESG Information Disclosure Guide of the Athens Stock
Exchange. This process made it possible to collect key quantitative data at company and activity
level, with the aim of enhancing transparency and continuously improving the Group’s ESG
performance.
At the same time, the Sustainable Development Committee, the establishment of which was
decided by the Group's Board of Directors at the end of 2021, met for the first time in 2022. The
committee in question consists of a majority of members of the Board of Directors and helps to
strengthen the Group's long-term commitment to increasing its positive impact on the economy,
society and the environment, creating added value for all stakeholders. At the same time, during
2022 the Sustainable Development Policy, the Donations-Sponsorship Policy and the Diversity,
Equality and Inclusion Policy were approved, while a Donations-Sponsorship Committee was
established whose purpose is, among other things, to approve and implement the sponsorship
Programme of the Group.
V. Cooperation with the Management
1. Apart from the invitation of executives to the Committee meetings, the Chairman of the
Committee systematically cooperates with the Group’s CEO and other senior executives.
2. Throughout the year, the departments of the Group cooperated seamlessly with external
and internal auditors, providing them with unimpeded full access to the information they
required and generally facilitating their work.
VI. Committee assessment
The Audit Committee conducted a self-assessment for the fiscal year 2021 during the fiscal year
under review.
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for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(122) / (270)
v. Nominations and Remuneration Committee
By virtue of the decision of the Company’s Board of Directors dated 27 April 2021, the
Nominations and Remuneration Committee was established. The purpose of this Committee is to
assist the Board of Directors, on the one hand, to implement the Company’s Remuneration Policy
in accordance with market developments with regard to levels of remuneration and human
resources management, and on the other, to provide assistance when there is a need to nominate
persons suitable for a position on the Board of Directors.
The composition of the Committee for the closing fiscal year 2022 is referenced below:
s/n
Name
Title
1.
Athena Chatzipetrou
Chairman of the Committee
(Non-Executive Director)
2.
Aristides Xenofos
15
Member of the Committee
(Non-Executive Director)
3.
Odysseas Christoforou
16
Member of the Committee
(Independent Non-Executive Director)
4.
Eugenia Livadarou
17
Member of the Committee
(Independent Non-Executive Director)
This Committee is, among others, responsible for the implementation of the Company's
Remuneration Policy and for its revision. At the same time, if the need arises, it identifies and
makes proposals to the Board of Directors in accordance with the Suitability Policy, of persons
suitable for membership of the Board of Directors.
Proceedings of the Nominations and Remuneration Committee during the year 2022
The Nominations and Remuneration Committee held thirteen meetings in 2022, all of which had
a full quorum. During the aforementioned meetings in the year 2022, the Committee worked out
a range of issues and submitted proposals to the Board of Directors of the Company on issues
including:
▪ Created, in collaboration with the Regulatory Compliance Division, a form for assessing the
individual and collective suitability of Board members, to verify the fulfillment of the
conditions and suitability criteria of prospective Board members, as well as a guide for
assessing the suitability of Board members
▪ Carried out the annual assessment of the independence of the independent members of the
Board of Directors
▪ Proposed fees of the members of the Board of Directors, the Audit Committee and the
Nominations and Remuneration Committee to the Company's Board of Directors
15
Mr. Aristidis Xenofos, by decision of the Board of Directors on 26 May 2021, duly replaced Mr. Dimitrios Kondylis, who submitted his resignation from the Board
of Directors and the Nominations and Remuneration Committee on 20 May 2021.
16
Mr. Odysseas Christoforou, by decision of the Board of Directors on 28 July 2022, duly replaced Mr. Konstantinos Toubouros, who has submitted his resignation
from the Nominations and Remuneration Committee.
17
Ms. Eugenia Livadarou, by decision of the Board of Directors on 30.08.2022, was appointed as an additional member of the Nominations and Remuneration
Committee
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for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(123) / (270)
▪ Recommended to the Company's Board of Directors the appointment of a new member to
the Audit Committee, to replace a resigned one
▪ Conducted, in collaboration with an external consultant, an evaluation of the performance,
effectiveness and development of the Board.
▪ Amended its operating regulation
▪ Proposed to the Company's Board of Directors the election of new members, as well as the
redetermination of existing membership
▪ Recommended to the Board of Directors of the Company the remuneration report of the
Board of Directors for the financial year 2021
▪ Proposed to the Board of Directors of the Company the new composition of the Audit
Committee
▪ Approved the Annual training Programme for members of the Board of Directors and
Committees of the Company
▪ Proceeded, in cooperation with the Compliance and Risk Management Division, to review
the Board Member Suitability Policy.
Annual Review by the Board of Directors to determine fulfillment of the conditions of
independence for its independent non-executive members.
The Nominations and Remuneration Committee, in the context of its responsibilities, the
application of the provisions of Article 9 of Law 4706/2020 and the Eligibility Policy for Board
Members, re-checked the fulfillment of the Independence Criteria of the Independent Non-
Executive Members of the Board of Directors during its meeting on 08.02.2023 and verified the
fulfillment of the conditions, criteria and independence factors of Article 9 of Law 4706/2020 and
the Political Suitability of the members of the Board of Directors of the Company, of the
Independent Non-Executive Members of the Board of Directors, listing the relevant
recommendations to the Board of Directors.
vi. Strategic Planning Committee
By the decision of the Board of Directors of the Company dated 30.06.2022, the Strategic Planning
Committee was established with the responsibility of evaluating and monitoring the execution of
the Budget and the Group's business plan, the processing of proposals for new activities and
investments of the Company, as well as the exploration of potential new areas of development.
The composition of this Committee for the closing fiscal year 2022 is referenced below:
Name
Title
1.
Efthymios Bouloutas
Chairman of the Committee
(Chief Executive Officer - Executive Member of the Board)
2.
Ioanna Dretta
Member of the Committee
(Independent Non-Executive Director)
3.
Konstantinos Toumpouros
Member of the Committee
(Independent Non-Executive Director)
4.
Panagiotis Kyriakopoulos
Member of the Committee
(Non-Executive Director)
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for the fiscal year from 1 January to 31 December 2022
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(124) / (270)
Name
Title
5.
Georgios Triantafyllou
Member of the Committee
(Non-Executive Director)
To carry out its work, the Strategic Planning Committee held eleven (11) meetings in 2022, during
which a series of issues related to investment and financing decisions were discussed, as well as
issues related to the wider strategic planning of the Group.
vii. Sustainable Development Committee
The Committee for Sustainable Development was established by virtue of the decision of the
Company’s Board of Directors dated 30 November 2021, to assist the Board of Directors of the
Company in strengthening the long-term commitment of the Group to increase its positive
impact on the economy, society and environment, thereby creating added value for all
stakeholders.
The Committee in question is responsible for approving the strategy and roadmap for sustainable
development, evaluating the adequacy and effectiveness of the Sustainable Development Policy
approved by the Board of Directors, as well as ensuring the adequacy of resources for the
implementation of the Sustainable Development Policy.
The Committee on Sustainable Development convened for the first time on 16 February 2022 and
consisted of the persons indicated below:
s/n
Name
Title
1.
Georgios Mylonogiannis
Chairman of the Committee
(Non-Executive Director)
2.
Efthymios Bouloutas
Member of the Committee
(Chief Executive Officer - Executive Member of the Board)
3.
Eugenia Livadarou
Member of the Committee
(Independent Non-Executive Director)
4.
Aphrodite Avramea
Member of the Committee
(Head of Group Strategy Leader)
During the year, the Committee met and decided on a number of issues including the Group's
Sustainable Development Strategy, the approval of the Group's Sustainable Development Policy,
the Sustainable Development Report 2021, etc.
Sustainable Development topics are detailed in Subsection IV. Non-financial information, in
Section B.I. Annual Report of the Board of Directors of ELLAKTOR SA
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(125) / (270)
Participation of the members of the Board of Directors in its Committees
The table provided below shows the number of committee meetings and the percentage
participation of the members of the Board of Directors in the period 1 January 2022 to 31
December 2022:
Meetings
per Committee
Composition
of Committees
Time
interval
Meeting
s
Participatio
n %
Audit Committee
15
Panagiotis Alamanos
01.01 - 31.12.2022
15
100%
Athena Chatzipetrou
01.01 - 31.12.2022
12
80%
Konstantinos Toumpouros
01.01 -14.02.2022
1
100%
Eugenia Livadarou
14.02 - 31.12.2022
14
100%
Ioanna Dretta
25.08 - 31.12.2022
7
100%
Nominations and
Remuneration
Committee
13
Athena Chatzipetrou
01.01 - 31.12.2022
13
100%
Aristides Xenofos
01.01 - 31.12.2022
13
100%
Konstantinos Toumpouros
01.01 - 27.07.2022
7
100%
Odysseas Christoforou
28.07 - 31.12.2022
6
100%
Eugenia Livadarou
30.08 - 31.12.2022
4
100%
Strategic
Planning
Committee
11
Efthymios Bouloutas
30.06 – 31.12.2022
11
100%
Ioanna Dretta
30.06 – 31.12.2022
11
100%
Konstantinos Toumpouros
30.06 – 31.12.2022
11
100%
Panagiotis Kyriakopoulos
30.06 – 31.12.2022
11
100%
Georgios Triantafyllou
30.06 – 31.12.2022
10
91%
f) Description of the policy on diversity that applies to the Company’s administrative, management
and supervising bodies
Although at present there is no separate diversity policy for members of the Board of Directors, there is
however a relevant provision in the Suitability Policy, which was approved by decision of the Board of
Directors on 1 June 2021 and the subsequent decision of 22 June 2021 by the Ordinary General Meeting
of Shareholders. The Nominations and Remuneration Committee assists the Board of Directors within the
framework of its responsibilities with regard to the definition of selection criteria for the members of the
Board of Directors based on diversity. The Company applies diversity and equality criteria to the members
of the Board of Directors as well as to its administrative, management and supervisory bodies.
Specifically, the Company adopts and implements a diversity policy as far as the appointment of new
members of the Board of Directors is concerned, in order to promote an appropriate level of
differentiation on the Board of Directors and to create an appropriately diverse group of members, given
the scope of the Group’s activities, bringing together a wide range of qualifications, professional skills,
knowledge-based experiences, and people with different personality traits, at all levels, to ensure a
diversity of views and experience, and to ensure the greatest possible pluralism in order to arrive at the
best possible decisions. Members shall not be excluded due to discrimination on grounds of sex, race,
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(126) / (270)
colour, ethnic or social origin, religion or belief, property, birth, disability, age or sexual orientation.
Accordingly, since principles of diversity are practically applied throughout the Group, the same principles
apply in the practice as far as selection of members of the Board of Directors is concerned.
The Group also considers that diversity, including the gender balance, which is not approached on the
basis of the principle of mandatory quotas, but on the basis of objective complementary characteristics
without constituting an end in itself, is a key element in achievement of its strategic goals and its capacity
to maintain growth, adding value, increasing the pool of skills, experience and viewpoints in the Group at
its top-level positions, as well as stimulating its competitiveness, productivity and innovation, such that in
a structurally changing environment, it is able to effectively improve and ensure reliable provision of core
services for its orderly and seamless operation.
It should also be emphasised that the Group complies with the institutional framework legally in force at
all levels, in terms of equitable treatment, providing equal opportunities to all employees and prospective
candidates and avoiding all forms of discrimination. The procedures and structures in place have shaped
a working environment in which both the Management and employees are assessed and evaluated in
terms of education, professional background, knowledge of corporate objectives, leadership skills,
experience, performance and creativity.
As a result, the working environment favors the adoption of international practices in relation to respect
for human personality, non-discrimination and the absence of prejudice.
It is noted that 27,3% of the Board of Directors of the Company are women. Directors also vary in terms
of age, from 40 to 61 years old, having an average age of 53 years.
The table below indicates the diversity and range of skills and experience of the Company’s Board of
Directors as of the end of the closing fiscal year (2022):
Name
Role
Independence
Diversity
Experience & Skills
Gender
Age
Sustainable
Development
International
Experience
Related Sectors
Finance
Governance
Legal
Transformation
s
Restructuring
Board
Experience
Georgios
Mylonogiannis
Chairman,
Non-
Executive
M
59
√
√
√
√
√
√
√
√
Aristides (Aris)
Xenofos
Vice-
Chairman,
Non-
Executive
M
59
√
√
√
√
√
√
√
Efthymios
Bouloutas
CEO
M
61
√
√
√
√
√
√
√
√
Konstantinos
Toumpouros
Non-
Executive
Director
M
44
√
√
√
√
√
√
√
Athena
Chatzipetrou
Non-
Executive
Director
√
F
59
√
√
√
√
√
√
Ioanna Dretta
Non-
Executive
Director
√
F
43
√
√
√
√
√
√
Evgenia (Jenny)
Livadarou
Non-
Executive
Director
√
F
40
√
√
√
√
√
√
√
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(127) / (270)
Name
Role
Independence
Diversity
Experience & Skills
Gender
Age
Sustainable
Development
International
Experience
Related Sectors
Finance
Governance
Legal
Transformation
s
Restructuring
Board
Experience
Panagiotis
Kyriakopoulos
Non-
Executive
Director
M
61
√
√
√
√
√
√
√
√
Georgios
Triantafyllou
Non-
Executive
Director
M
40
√
√
√
√
√
√
√
√
√
Georgios
Prousanides
Non-
Executive
Director
M
61
√
√
√
Odysseas
Christoforou
Non-
Executive
Director
√
M
53
√
√
√
√
√
√
g) Brief reference to the suitability policy adopted by the Company in accordance with Article 3 of
Law 4706/2020
The Company, in compliance with the provisions of Article 3 of Law 4706/2020 and Circular No.
60/18.09.2020 issued by the Hellenic Capital Market Commission, has a Suitability Policy for the
Members of the Board of Directors, which was approved by decision of the Board of Directors of 1 June
2021 and subsequently by the decision of the Ordinary General Meeting of the Company Shareholders
of 22 June 2021. The Suitability Policy determines all of the principles and criteria applicable during
selection, replacement and renewal of the term of office of the members of the Board of Directors, in
the context of evaluating individual and collective suitability. The criteria for assessing suitability are
referenced as individual characteristics, such as adequate knowledge, good repute and moral standing,
absence of conflicts of interest, independence of judgment; and collective suitability - adequate
representation by gender etc., diversity.
In formulating the suitability policy, the overall framework of corporate governance applied by the
Company, its corporate culture, the risk-taking disposition it has adopted, its size and internal
organisation, as well as the nature, scale, and complexity of the Company's activities have all been taken
into account.
To facilitate practical application of the provisions of the policy, a special form has been approved by
the Nominations and Remuneration Committee entitled ‘Evaluation report and recommendation
regarding a prospective candidate or re-evaluation of an existing member of the Board of Directors’, which
takes into account the specific description of the competences of each Board member, their participation
or otherwise in committees, the nature of their duties, their characterisation as an independent member
of the Board of Directors or otherwise, as well as in particular incompatibilities or characteristics or other
contractual commitments related to the nature of the Company's activities.
The approved Suitability Policy is posted on the official website of the Company Home - Ellaktor and
specifically at the link https://ellaktor.com/en/ellaktor-group/management/nomination-and-
remuneration-committee/suitability-policy-for-members-of-bod/
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(128) / (270)
Kifisia, 5 April 2023
FOR THE BOARD OF DIRECTORS
THE COMPANY’S CEO
EFTHYMIOS BOULOUTAS
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(129) / (270)
C. Independent Auditor’s Report
PricewaterhouseCoopers SA, T: +30 210 6874400, www.pwc.gr
Athens: 260 Kifissias Avenue & 270 Kifissias Avenue, 15232 Halandri | T:+30 210 6874400
Thessaloniki: 16 Agias Anastasias & Laertou, 55535 Pylaia | T: +30 2310 488880
Ioannina: 2 Plateia Pargis (or 23 Pyrsinella), 1st floor, 45332 | T: +30 2651 313376
Patra: 2A 28is Oktovriou & Othonos Amalias, 26223 | T: +30 2616 009208
[Translation from the original text in Greek]
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of the Company Ellaktor S.A.
Report on the audit of the separate and consolidated financial statements
Our opinion
We have audited the accompanying separate and consolidated financial statements of Ellaktor S.A.
(Company or/and 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 during the year
ended as at 31 December 2022 are disclosed in the Note 41.2 of the accompanying separate and
consolidated financial statements.
(131) / (270)
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the separate and consolidated financial statements of the current year. 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.
Key audit matter
How our audit addressed the key audit matter
Recognition of revenue, contract assets and
contract liabilities from construction
contracts
(Notes 2.3, 2.23, 4.1, 18 and 27 of the
Consolidated Financial Statements)
Consolidated revenue is for the most part
generated from long-term construction
contracts. Revenue from construction contracts
is recognised using the cost to cost method
according to International Financial Reporting
Standard 15. Determining the cost to cost
requires significant judgement and estimates
by Group Management including the budgeting
of costs required for the completion of projects.
Estimates are also required in assessing the
probability of customer acceptance of claims,
variations and compensations.
As a result, Management’s estimates affect
significantly revenue from construction
contracts recognised, profit margins, provisions
for loss making projects as well as
recoverability of contract assets relating to
construction contracts.
We focused on this area because of the
significant amount of revenue from construction
contracts in the Group’s income statement as
well as the significant assumptions and
estimates made by Management for:
- determining the profit margin or the
loss from projects under construction
in Greece and abroad,
- the readjustment of budgeted cost of
certain projects due to work progress
delays resulting from the construction
segment’s lack of liquidity, and
- assessing the recoverability of
contract assets in relation to projects
under construction abroad, due to
changes in the original design, delays
We obtained an understanding of Group
processes for the recognition of revenue
from construction contracts and, focusing on
the construction contracts with the most
significant contract assets/liabilities and the
greatest impact on results, we performed the
following procedures:
- We recalculated revenue recognized using
the cost to cost method, based on costs
incurred up to the reporting date and tested
a sample of costs against supporting
documents.
- We assessed Management’s estimates
relating to the expected costs to complete
against supporting documentation, such as
budgets and certifications, and compared
previous estimates against actual results.
- We carried out discussions with the project
engineers of certain high value projects in
relation to the projects’ progress and we
focused on areas of increased delays.
- We tested the recoverability of contract
assets reconciling them to after year-end
certifications and collections.
- We inspected documents supporting
requests regarding variations, claims and
the respective contractual terms.
- We evaluated Management’s judgements
with respect to the recoverability of contract
assets for variations and claims through
discussion with project engineers and legal
counsels and by going through
correspondence with customers and
historical data of similar agreements and
arbitration decisions.
Based on the evidence obtained, we found
that the methodology and the data used for
the recognition of revenue from construction
(132) / (270)
Key audit matter
How our audit addressed the key audit matter
to the initial timetable and unexpected
technical complications.
Revenue from construction contracts for the
year ended 31 December 2022 and relevant
contract assets and liabilities at that date stood
at €489.1 mil, €349.7 mil. and €38.8 mil
respectively, as disclosed in Notes 18 and 27 of
the consolidated financial statements.
contracts were appropriate, that the key
assumptions used were reasonable and that
the relevant notes to the consolidated
financial statements are adequate.
Financing needs of construction segment
(Notes 2.1.1, 2.1.2 and 42 of the Consolidated
Financial Statements)
As explained in Note 2.1.1, the financial
statements of the Group have been prepared
on a going concern basis.
The decline of the construction segment’s
operations in recent years affected significantly
the Group’s turnover. The turnover of the
construction segment accounts for
approximately 52% of total Group turnover.
The decline in the construction operations, in
combination with the negative operating results
of the construction segment due to the
significant losses in projects out of Greece in
the recent years, resulted in increased
financing needs for the segment, which were
mainly covered internally by the Group. In the
preparation of the financial statements,
Management has evaluated the progress of the
Group’s operations, taking also into account the
estimated cash flows per segment, the
completion of the sale of the 75% shareholding
in the Renewables Sector and the full
repayment of the €670 mil. international
corporate bond, the limited exposure of the
Group to construction segment’s risks which
mainly relate to good performance guarantees
of completed projects, as well as the agreement
signed on 30 March 2023 for the sale of the
construction segment, which can be applied so
as to support the Group’s going concern basis
of accounting.
We focused on this area due to the significance
of the construction segment in Group
operations, the increased financing needs of
We performed audit procedures in order to
understand the Group’s assessment
process regarding the going concern basis,
given the increased financing needs of the
construction segment.
We obtained Management’s assessment
regarding the use of the going concern basis
of accounting, which, among other things,
was based on estimations of the available
liquidity of the Group, based on cash flow
projections for the following 12 months of the
different segments. The cash flow
projections included assumptions regarding
cash generated from operating activities, the
scheduled repayment of the remaining debt
liabilities and the estimated repayment of
other liabilities.
With regard to Management’s assessment,
we performed the following procedures:
- We agreed the estimated cash flows to the
approved business plans.
- We evaluated the adjustments made on the
cash flows, based on Management
estimates in relation to the continuing
increase of construction materials and
energy costs, on the activities of the Group.
- We tested key assumptions against
underlying documentation, such as debt
agreements, borrowing rates and payment
schedules.
(133) / (270)
Key audit matter
How our audit addressed the key audit matter
the aforementioned segment, as well as due to
the estimates and assumptions required by
Management so as to evaluate the Group’s
ability to continue as a going concern in the
foreseeable future.
- We tested the underlying calculations in
Management’s assessment and found them
to be mathematically accurate.
- We evaluated the degree of exposure of the
Group in the construction sector by
referring to the issued letters of guarantee
and other guarantees that remain in force
and we received from the Management its
judgments and assessments for possible
risks and uncertainties.
- We confirmed the ability of the Group to
continue providing liquidity to the
construction segment and discussed with
management the on going actions for
issuing new debt in order to finance the
construction segment’s new projects.
- We went through the Sale Purchase
Agreement (SPA) for the sale of the
construction segment that was signed on
30 March 2023 and discussed with
Management the basic terms of the
agreement and the expected impact on the
Group’s cash flows..
Based on our audit procedures, we found
that the input used in Management’s
assessment was based on reliable data and
that the assumptions used were reasonable
and consistent with Management’s
estimates and plans, which support the
going concern basis of accounting used in
the preparation of the financial statements.
(134) / (270)
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, the Board of Directors Report, the Corporate Governance Statement, the Explanatory
Report of the Board of Directors and the Usage of Funds Statement (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 whether 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, 153 and 154 of the Law 4548/2018,
• The Corporate Governance Statement provides the information referred to items c and d of
paragraph 1 of article 152 of the Law 4548/2018.
In addition, in light of the knowledge and understanding of Ellaktor S.A. Company and 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
(135) / (270)
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.
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.
(136) / (270)
• 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
current period 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, required by the Article 11 of EU Regulation 537/2014, Additional Report to the Audit Committee of
the Company.
2. Appointment
We were first appointed as auditors of the Company by the decision of the annual general meeting of
shareholders on 22 June 2006. Our appointment has been renewed annually by the decision of the
annual general meeting of shareholders for a total uninterrupted period of appointment of 17 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 Ellaktor SA (hereinafter referred to as 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
“213800VUQHMOGEWKNG87-2022-12-31-el.xhtml”, as well as the provided XBRL file
“213800VUQHMOGEWKNG87-2022-12-31-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:
(137) / (270)
• 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 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.
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 “213800VUQHMOGEWKNG87-2022-12-31-el.xhtml”, as well as the
provided XBRL file “213800VUQHMOGEWKNG87-2022-12-31-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.
(138) / (270)
Athens, 6 April 2023
The Certified Auditor
Pricewaterhouse Coopers S.A.
Certified Auditors
268 Kifissias Avenue
153 32 Halandri
SOEL Reg. No. 113
Despina Marinou
SOEL Reg. No. 17681
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(139) / (270)
(139) / (270)
D. Annual Financial Statements
Annual Financial Statements
(consolidated and company)
prepared in accordance with the International Financial Reporting
Standards,
for the fiscal year ended 31 December 2022
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(140) / (270)
(140) / (270)
Contents of Annual Financial Statements
Statement of Financial Position .............................................................................................................................................. 142
Income Statement .................................................................................................................................................................... 144
Statement of Comprehensive Income ................................................................................................................................... 146
Statement of Changes in Equity ............................................................................................................................................. 148
Statement of Cash Flows ......................................................................................................................................................... 150
Notes to the financial statements .......................................................................................................................................... 152
1 General information ....................................................................................................................................................... 152
2 Summary of significant accounting policies ................................................................................................................ 152
2.1 Basis of preparation of the financial statements ................................................................................................................ 152
2.2 New standards, amendments to standards and interpretations ................................................................................... 159
2.3 Consolidation ................................................................................................................................................................................. 162
2.4 Segment reporting ....................................................................................................................................................................... 165
2.5 Foreign exchange conversions ................................................................................................................................................. 165
2.6 Investments in property.............................................................................................................................................................. 166
2.7 Leases ............................................................................................................................................................................................... 166
2.8 Prepayments for long-term leases .......................................................................................................................................... 168
2.9 Property, Plant and Equipment ................................................................................................................................................ 168
2.10 Intangible assets ........................................................................................................................................................................... 170
2.11 Impairment of non-financial assets ........................................................................................................................................ 170
2.12 Financial Instruments ................................................................................................................................................................... 171
2.13 Financial derivatives ..................................................................................................................................................................... 173
2.14 Inventories ...................................................................................................................................................................................... 174
2.15 Trade and other receivables ...................................................................................................................................................... 174
2.16 Restricted cash deposits ............................................................................................................................................................. 174
2.17 Cash and cash equivalents ......................................................................................................................................................... 174
2.18 Share capital ................................................................................................................................................................................... 175
2.19 Borrowings ...................................................................................................................................................................................... 175
2.20 Current and deferred taxation .................................................................................................................................................. 175
2.21 Employee benefits ........................................................................................................................................................................ 176
2.22 Provisions ........................................................................................................................................................................................ 177
2.23 Revenue recognition .................................................................................................................................................................... 177
2.24 Service Concession Arrangements .......................................................................................................................................... 180
2.25 Distribution of dividends ............................................................................................................................................................ 182
2.26 Grants ............................................................................................................................................................................................... 182
2.27 Recognition of other income .................................................................................................................................................... 182
2.28 Trade and other payables .......................................................................................................................................................... 182
2.29 Reclassifications and rounding of items ................................................................................................................................ 183
3 Financial risk management ............................................................................................................................................ 184
3.1 Financial risk factors ..................................................................................................................................................................... 184
3.2 Cash management ....................................................................................................................................................................... 190
3.3 Fair value determination ............................................................................................................................................................. 192
4 Critical accounting estimates and judgments of the management .......................................................................... 195
4.1 Significant accounting estimates and assumptions .......................................................................................................... 195
4.2 Critical judgments by Management regarding application of accounting principles ............................................ 197
5 Segment reporting .......................................................................................................................................................... 198
6 Discontinued operations ................................................................................................................................................ 203
7 Property, plant and equipment and right-of-use assets ............................................................................................ 206
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(141) / (270)
(141) / (270)
8 Intangible assets & concession rights .......................................................................................................................... 209
9 Investments in property ................................................................................................................................................. 212
10 Investments in subsidiaries ............................................................................................................................................ 215
11 Investments in associates & joint ventures ................................................................................................................. 217
12 Joint arrangements consolidated as a joint operation ............................................................................................... 219
13 Financial assets at fair value through other comprehensive income........................................................................ 220
14 Prepayments for long-term leases ................................................................................................................................ 221
15 Guaranteed receipt from the Hellenic State (IFRIC 12) .............................................................................................. 221
16 Derivative financial instruments ................................................................................................................................... 222
17 Inventories ....................................................................................................................................................................... 223
18 Receivables ...................................................................................................................................................................... 223
19 Other financial assets at amortised cost ...................................................................................................................... 228
20 Restricted cash deposits ................................................................................................................................................. 228
21 Cash and cash equivalents ............................................................................................................................................. 229
22 Time Deposits over 3 months ........................................................................................................................................ 230
23 Share Capital & Premium Reserve ................................................................................................................................ 231
24 Other reserves ................................................................................................................................................................. 232
25 Loans and lease liabilities ............................................................................................................................................... 235
26 Grants ............................................................................................................................................................................... 237
27 Trade and other payables .............................................................................................................................................. 237
28 Deferred taxation ............................................................................................................................................................ 238
29 Employee retirement compensation liabilities ............................................................................................................ 241
30 Provisions ......................................................................................................................................................................... 242
31 Expenses per category .................................................................................................................................................... 244
32 Other income & other profit/(loss) .............................................................................................................................. 245
33 Financial income/expenses ............................................................................................................................................ 246
34 Employee benefits ........................................................................................................................................................... 247
35 Income tax ....................................................................................................................................................................... 247
36 Profit / (loss) per share ................................................................................................................................................... 249
37 Dividends per share ........................................................................................................................................................ 250
38 Commitments and receivables ...................................................................................................................................... 250
39 Contingent liabilities ...................................................................................................................................................... 250
40 Transactions with related parties .................................................................................................................................. 251
41 Other notes ...................................................................................................................................................................... 253
42 Events after the reporting date ..................................................................................................................................... 255
43 Group holdings ................................................................................................................................................................ 257
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(142) / (270)
(142) / (270)
Statement of Financial Position
GROUP
COMPANY
Note
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
ASSETS
Non-current assets
Property, plant and equipment
7a
358
420,304
Right-of-use assets
7b
809
7,144
Intangible assets
8a
282
17,944
Concession right
8b
-
-
Investments in property
9
3,200
3,200
Investments in subsidiaries
10
428,674
625,926
Investments in associates & joint ventures
11
124,741
27,026
Other financial assets at amortised cost
19
-
-
Financial assets at fair value through other
comprehensive income
13
342
-
Deferred tax assets
28
235
-
Prepayments for long-term leases
14
-
-
Guaranteed receipt from the Hellenic State
(IFRIC 12)
15
-
-
Derivative financial instruments
16
-
-
Restricted cash deposits
20
-
-
Other non-current receivables
18
104,669
191,845
663,311
1,293,389
Current assets
Inventories
17
-
-
Trade and other receivables
18
12,262
43,338
Other financial assets at amortised cost
19
-
-
Financial assets at fair value through other
comprehensive income
13
-
-
Prepayments for long-term leases
14
-
-
Guaranteed receipt from the Hellenic State
(IFRIC 12)
15
-
-
Time Deposits over 3 months
22
-
-
Restricted cash deposits
20
-
18,296
Cash and cash equivalents
21
108,567
76,503
120,828
138,136
TOTAL ASSETS
784,139
1,431,525
EQUITY
Equity attributable to shareholders
Share capital
23
13,928
13,928
Share premium
23
607,407
607,407
Other reserves
24
67,157
65,697
Profit/(loss) carried forward
(194,228 )
(688,133 )
(16,757)
(336,567)
671,735
350,465
Non-controlling interests
-
-
Total equity
671,735
350,465
LIABILITIES
Non-current liabilities
Long-term borrowings
25
97,500
896,917
Long-term lease liabilities
25
-
5,473
Deferred tax liabilities
28
-
17,031
Employee retirement compensation liabilities
29
381
432
Grants
26
-
47,201
Derivative financial instruments
16
-
-
Other long-term liabilities
27
1,523
39,052
Other non-current provisions
30
-
3,521
99,404
1,009,627
Current payables
Trade and other payables
27
5,033
24,016
Current tax liabilities (income tax)
3,814
-
Borrowings
25
2,300
45,744
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(143) / (270)
(143) / (270)
GROUP
COMPANY
Note
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Short-term lease liabilities
25
1,853
1,673
Dividends payable
-
-
Other short-term provisions
30
-
-
13,000
71,434
Total liabilities
112,404
1,081,061
TOTAL EQUITY AND LIABILITIES
784,139
1,431,525
The notes on pages 152 to 267 form an integral part of these financial statements.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(144) / (270)
Income Statement
GROUP
1-Jan to
Note
31-Dec-22
31-Dec-21
Continuing
operations
Discontinued
operations*
Total
Continuing
operations
Discontinued
operations*
Total
Sales
5
Cost of sales
31
(851,850 )
(34,146 )
(885,996 )
(769,488 )
(47,859 )
(817,347 )
Gross profit
Distribution costs
31
(5,179 )
(5,179 )
(5,216 )
(5,216 )
Administrative expenses
31
(62,494 )
(1,034 )
(63,528 )
(54,644 )
(1,376 )
(56,020 )
Other income
32
Other profit/(losses) - net
32
(3,920 )
(917 )
Share of profit or loss from core activity participating interests
accounted for using the equity method
11
(156 )
(65 )
Operating profit/(loss)
(5,624 )
Income from dividends
Share of profit or loss from non-core activity participating
interests accounted for using the equity method
11
(4 )
(4 )
Financial income
33
Finance (expenses)
33
(93,007 )
(12,969 )
(105,976 )
(96,337 )
(11,652 )
(107,989 )
Profit/ (loss) before taxes
(76,495 )
(28,588 )
Income tax
35
(36,148 )
(10,369 )
(46,517 )
(24,228 )
(5,581 )
(29,809 )
Net profit/(loss) for the year from all activities
(18,273 )
(100,723 )
(58,397 )
Gain on sale of RES sector
6
Net profit / (loss) for the financial year
(18,273 )
(100,723 )
(58,397 )
Profit/ (loss) for the period attributable to:
Equity holders of the Parent Company
36
(39,558 )
(119,701 )
(77,732 )
Non-controlling interests
(18,273 )
(100,723 )
(58,397 )
Restated basic earnings per share (in €)
36
(0.1136 )
(0.4463 )
(0.2898 )
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(145) / (270)
COMPANY
1-Jan to
Note
31-Dec-22
31-Dec-21
Continuing
operations
Discontinued
operations*
Total
Continuing
operations
Discontinued
operations*
Total
Sales
120
95,543
95,663
-
101,402
101,402
Cost of sales
31
(100)
(33,443)
(33,543)
-
(47,101)
(47,101)
Gross profit
21
62,100
62,120
-
54,301
54,301
Administrative expenses
31
(13,440)
(903)
(14,343)
(10,297)
(1,204)
(11,502)
Other income
32
89
2,518
2,607
113
4,014
4,128
Other profit/(losses) - net
32
(152,288)
(3,988)
(156,276)
(2,317)
(504)
(2,821)
Operating profit/(loss)
(165,618)
59,726
(105,891)
(12,501)
56,607
44,106
Income from dividends
-
1,569
1,569
-
1,589
1,589
Financial income
33
12,513
5
12,518
17,578
7
17,584
Finance (expenses)
33
(58,412)
(12,911)
(71,323)
(46,330)
(12,085)
(58,415)
Profit/ (loss) before taxes
(211,517)
48,390
(163,127)
(41,253)
46,118
4,864
Income tax
35
(3,716)
(9,776)
(13,492)
(46)
(5,215)
(5,262)
Net profit/(loss) for the year from all activities
(215,233)
38,614
(176,619)
(41,300)
40,902
(397)
Gain on sale of RES sector
6
-
496,429
496,429
-
-
-
Net profit / (loss) for the financial year
36
(215,233)
535,043
319,810
(41,300)
40,902
(397)
Restated basic earnings per share (in €)
36
(0.6181)
1.5366
0.9185
(0.1540)
0.1525
(0.0015)
* In accordance with the requirements of IFRS 5, following the classification of assets and liabilities as held for sale on 30.06.2022, no depreciation has been
recorded for these assets until the date of completion of the sale, i.e. for the period from 01.07.2022 to 13.12.2022.
The notes on pages 152 to 267 form an integral part of these financial statements.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(146) / (270)
Statement of Comprehensive Income
GROUP
1-Jan to
31-Dec-22
31-Dec-21
Continuing
operations
Discontinued
operations
Total
Continuing
operations
Discontinued
operations
Total
Net profit / (loss) for the financial year
(18,273 )
(100,723 )
(58,397 )
Other comprehensive income
Items that may be subsequently reclassified to profit or loss
Currency translation differences
(14,908 )
(14,908 )
(4,902 )
(4,902 )
Cash flow hedge
Cash flow hedge changes - Transfer to profit or loss
(834 )
(834 )
Items that will not be reclassified to profit and loss
Actuarial profit/(loss)
Change in fair value of financial assets
(1,153 )
(1,153 )
Change in preemptive share purchase rights reserve
(700 )
(700 )
Other comprehensive income for the period (net of taxes)
Total Comprehensive Income/(Loss) for the year
(82,336 )
(40,010 )
Total Comprehensive Income for the period attributable to:
Equity holders of the Parent Company
(108,111 )
(66,142 )
Non-controlling interests
(82,336 )
(40,010 )
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(147) / (270)
COMPANY
1-Jan to
31-Dec-22
31-Dec-21
Continuing
operations
Discontinued
operations
Total
Continuing
operations
Discontinued
operations
Total
Net profit / (loss) for the financial year
(215,233)
535,043
319,810
(41,300)
40,902
(397)
Other comprehensive income
Items that will not be reclassified to profit and loss
Actuarial profit/(loss)
69
-
69
15
-
15
Change in preemptive share purchase rights reserve
1,391
-
1,391
133
-
133
1,461
-
1,461
148
-
148
Other comprehensive income for the period (net of taxes)
1,461
-
1,461
(41,151)
40,902
(249)
Total Comprehensive Income/(Loss) for the year
(213,772)
535,043
321,270
(41,151)
40,902
(249)
The notes on pages 152 to 267 form an integral part of these financial statements.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(148) / (270)
Statement of Changes in Equity
GROUP
Attributed to Owners of the parent
Note
Share
capital
Share
premium
Other reserves
Resul
ts carried
forward
Total
Non-
controlling
interests
Total equity
1 January 2021
(808,774 )
Net profit/(loss) for the year
(77,732 )
(77,732 )
(58,397 )
Other comprehensive income
Currency translation differences
24
(4,755 )
(4,755 )
(147 )
(4,902 )
Change in the fair value of financial assets through other comprehensive
income
24
(1,070 )
(1,070 )
(83 )
(1,153 )
Changes in value of cash flow hedge
24
Cash flow hedge changes - Transfer to profit or loss
24
(834 )
(834 )
(834 )
Actuarial profit/(loss)
24
Change in preemptive share purchase rights reserve
24
(2 )
Other comprehensive income for the period (net of taxes)
(2 )
Total Comprehensive Income/(Loss) for the year
(77,734 )
(66,142 )
(40,010 )
Share capital issue
23
Reduction of share capital with offset of losses
23
(212,129 )
Expenses for share capital increase
23
(1,207 )
(1,207 )
(1,207 )
Transfer to reserves
24
(12,433 )
Distribution of dividend
(24,649 )
(24,649 )
Effect of acquisitions and change in participation share in subsidiaries
(1,321 )
(1,321 )
(1,314 )
Secondary loan (due to share capital reduction) to minority shareholders
of ATTIKI ODOS
(28,345 )
(28,345 )
31 December 2021
(688,133 )
1 January 2022
(688,133 )
Net profit/(loss) for the year
Other comprehensive income
Currency translation differences
24
(14,880 )
(14,880 )
(28 )
(14,908 )
Change in the fair value of financial assets through other comprehensive
income
24
Changes in value of cash flow hedge
24
Actuarial profit/(loss)
24
Change in preemptive share purchase rights reserve
24
(2 )
Other comprehensive income for the period (net of taxes)
(2 )
Total Comprehensive Income/(Loss) for the year
Distribution of dividend
(29,134 )
(29,134 )
Transfer to reserves
(3,151 )
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(149) / (270)
GROUP
Attributed to Owners of the parent
Note
Share
capital
Share
premium
Other reserves
Resul
ts carried
forward
Total
Non-
controlling
interests
Total equity
Effect of acquisitions and change in participation share in subsidiaries
(2,841 )
(2,780 )
31 December 2022
(194,228 )
COMPANY
Note
Share
capital
Share premium
Other reserves
Results carried
forward
Total equity
1 January 2021
220,700
493,442
65,549
(548,298)
231,392
Net profit for the year
-
-
-
(397)
(397)
Other comprehensive income
Actuarial profit/(loss)
24
-
-
15
-
15
Change in preemptive share purchase rights reserve
-
-
133
-
133
Other comprehensive income for the period (net of taxes)
-
-
148
-
148
Total Comprehensive Income/(Loss) for the year
-
-
148
(397)
(249)
Share capital issue
23
5,357
115,171
-
120,528
Reduction of share capital with offset of losses
23
(212,129)
-
-
212,129
-
Expenses for share capital increase
23
-
(1,207)
-
-
(1,207)
31 December 2021
13,928
607,407
65,697
(336,567)
350,465
1 January 2022
13,928
607,407
65,697
(336,567)
350,465
Net profit/(loss) for the year
-
-
-
319,810
319,810
Other comprehensive income
Actuarial profit/(loss)
-
-
69
-
69
Change in preemptive share purchase rights reserve
24
-
-
1,391
-
1,391
Other comprehensive income for the period (net of taxes)
-
-
1,461
-
1,461
Total Comprehensive Income/(Loss) for the year
-
-
1,461
319,810
321,270
31 December 2022
13,928
607,407
67,157
(16.757)*
671,735
*Related reference is made to note 24 "Other Reserves"
The notes on pages 152 to 267 form an integral part of these financial statements.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(150) / (270)
(150) / (270)
Statement of Cash Flows
Note
GROUP
COMPANY
1-Jan to
1-Jan to
1-Jan to
1-Jan to
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Cash and cash equivalents at the beginning of the year
21
76,503
4,573
Operating activities
Profit/ (losses) before tax from Continuing Operations
(76,495 )
(211,517)
(41,253)
Profit/ (losses) before tax from Discontinued Operations
6
48,390
46,118
Profit/(loss) before tax
(28,588 )
(163,127)
4,864
Plus/less adjustments for:
Depreciation and amortisation
5
1,103
577
Impairment of tangible and intangible fixed assets and
investment property
7,9,32
(314 )
-
-
Impairment of subsidiaries
10
181,569
-
Provisions for impairment of receivables and asset
adjustments
36,404
-
Provisions
(13,708 )
279
(51)
Guaranteed receipt adjustment (based on cash flows)
15
(1,010 )
-
-
Share-based payment
1,391
133
Results (income, expenses, profit and loss) from investing
activities
(34,489 )
(26,632 )
(12,513)
(17,578)
Share (in profit) from main activity participating interests
accounted for by the equity method
(4,974 )
(3,659 )
-
-
Gain on the recognition of an associate company at fair value
6
(65,820 )
(65,499)
-
Interest and related expenses
33
58,412
46,330
Plus/less working capital adjustments or adjustments related
to operating activities:
Decrease/(increase) in inventories
(2,603 )
-
-
Decrease/(increase) in accounts receivable
(39,448 )
(4,619 )
(7,628)
(3,932)
(Decrease)/increase in liabilities (except borrowings)
650
(1,703)
Decrease/(increase) in restricted cash
(71 )
(11,505 )
-
-
Less:
Interest and related expenses paid
(86,701 )
(80,175 )
(49,283)
(43,035)
Income taxes paid
(48,740 )
(30,020 )
-
-
Discontinued operations
6
(34,925 )
(35,510)
59,293
Total inflows/(outflows) from operating activities (a)
(53,751)
44,899
Investing activities
Acquisition of subsidiaries, associates, joint ventures
(17,860 )
(2,085 )
(414)
(98,600)
Proceeds from sale of RES sector
671,490
-
(Acquisition)/disposal of other financial assets
13,19
(4,721 )
(339)
-
Liquidations/(Placements) of time deposits over 3 months
(16,505 )
-
-
Purchase of tangible and intangible assets and investment
properties
(44,010 )
(15,130 )
(288)
(422)
Proceeds from sale of tangible, intangible assets and
investment properties
13
8
Interest received
5,577
10,735
(Loans granted to related parties)
(70 )
(78,845)
(17,800)
Proceeds from loans repaid to related parties
132,000
52,000
Dividends received
-
-
Discontinued operations
6
(6,356 )
(3,932 )
2,671
(4,507)
Total inflows/(outflows) from investing activities (b)
(4,945 )
731,865
(58,586)
Financing activities
Increase of ELLAKTOR's share capital
23
-
120,528
Expenses for share capital increase
(1,547 )
-
(1,547)
Proceeds from borrowings
500,000
-
Loan repayment
(1,221,445 )
(88,914 )
(500,000)
-
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(151) / (270)
(151) / (270)
Note
GROUP
COMPANY
1-Jan to
1-Jan to
1-Jan to
1-Jan to
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Repayment of subordinate debt to ATTIKI ODOS minority
shareholders
(28,345 )
-
-
Proceeds from issued/utilised borrowings from related parties
97,500
-
Repayments of borrowings taken out from related parties
(670,000)
-
Repayments of leases
7b
(6,067 )
(4,369 )
(1,504)
(1,262)
Dividends paid & tax on dividends paid
(28,529 )
(25,750 )
-
-
Grants received/(returned)
-
-
(Increase)/decrease in restricted cash
(18,903 )
-
-
Third party participation in share capital increase of subsidiary
-
-
Discontinued operations
6
(72,332 )
(32,187 )
(72,047)
(32,102)
Total inflows/(outflows) from financing activities (c)
(623,734 )
(646,050)
85,617
Net increase/(decrease) in cash and
cash equivalents of the period (a) + (b) + (c)
32,064
71,929
Exchange differences in cash and cash equivalents
(1,090 )
-
-
Cash and cash equivalents at the end of the year
21
108,567
76,503
The notes on pages 152 to 267 form an integral part of these financial statements.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(152) / (270)
(152) / (270)
Notes to the financial statements
1 General information
Group operates mainly in Greece , Romania , Qatar and Cyprus , but also has a presence in other countries
such as Jordan, Albania, Germany, Italy, Croatia, Serbia, the Czech Republic, the United Kingdom,
Argentina, Brazil, Colombia, Chile and Australia.
offices at 25, Ermou Street, 145 64, Kifissia, Attica .
The Company’s shares are traded on the Athens Stock Exchange.
These annual consolidated and company financial statements (hereinafter referred to as ‘the financial
statements’) of 31.12.2022 were approved by the Board of Directors on 5 April 2023 and are subject to
approval by the General Meeting of Shareholders. They are available on the Company's website
www.ellaktor.com, under ‘Financial Data’, subsection ‘Financial Statements/Group’.
The financial statements of the consolidated companies are available online at www.ellaktor.com, under
‘Financial Data’, subsection ‘Financial Statements/Subsidiaries’.
2 Summary of significant accounting policies
2.1 Basis of preparation of the financial statements
The basic accounting principles applied in the preparation of these financial statements are set out below.
These principles have been consistently applied to all years presented, unless otherwise stated.
These consolidated and company financial statements have been prepared in accordance with the
International Financial Reporting Standards (IFRS) and the Interpretations of the International Financial
Reporting Interpretations Committee (IFRIC), as endorsed by the European Union. The financial
statements have been prepared under the historical cost convention, except for certain financial assets
and liabilities (including derivatives), which have been valued at fair value.
The preparation of the financial statements under IFRS requires the use of accounting estimates and
assumptions by the Management in implementing the accounting policies adopted. The areas involving
extensive judgment or complexity, or where assumptions and estimates have a significant impact on the
financial statements, are mentioned in Note 4.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(153) / (270)
(153) / (270)
2.1.1.Going Concern
The financial statements as of 31 December 2022 were prepared in accordance with International Financial
Reporting Standards and provide a reasonable representation of the financial position, profit and loss,
and cash flows of the Group, in accordance with the going concern principle.
The management continues to monitor the situation and its potential impact of the foregoing on the
Group’s operations in order to ensure that the going concern principle continues to apply. This is achieved
by drawing information from the individual segments of business activity concerning estimated operating
performance and future cash flows, taking into account the effects of extrinsic factors, such as price rises,
climate issues and the potential impact of COVID-19 on the course of operations of the Group. On the
basis of such information, the Management has developed action plans for the optimal management of
available liquidity and future cash flows, in order to seamlessly settle the liabilities and investment plans
of the Group.
The completion of the sale of 75% of the Group's Renewable Energy Sources (RES) branch to Motor Oil
(note 6) strengthened the Group's liquidity, which enabled the full repayment of the €670m International
Corporate Bond (issued 2019), two years earlier than its planned expiry date, while at the same time the
Group saved financial expenses of over €40m annually. This positive effect compensated to a significant
extent the loss of the net profitability of the RES sector, while at the same time it strengthened the Group's
creditworthiness through the reduction of total borrowing, and the consequent strengthening of the
Group's capital structure.
The Group has either signed or been declared successful bidder in important infrastructure projects
financed by European and national sources, which are expected to further enhance the liquidity and cash
position of the Group. The significant price increases in materials and energy will continue to be a
challenge for all Group companies despite legislative regulations and compensatory measures from the
government. As the need for the absorption of the above financial resources, which are important for the
development of the Greek economy, is considered imperative but also imposed given the specific
absorption deadlines that must be met, the Group’s Management estimates that additional measures will
be taken which will contribute to dealing with price increases in materials and energy and inflation, in
general. In addition, Management has taken action and has resumed discussions in order to obtain new
financing for concession projects, as well as further exploitation of the Group's assets.
With regard to dealing with the challenges of the Construction sector and the effects of the accumulated
losses on the liquidity of the sector and the Group, following the increase in the share capital during Q3
of 2021, by €120.5 million, of which €98.6 million was paid as a share capital increase to AKTOR SA to
cover financial needs, the following actions have been carried out:
• further financial support of the Construction sector with an amount of €69.8 million, during the
year through intra-group borrowing,
• measures for more intensive and efficient management of cash reserves,
• a significant reduction in the construction segment’s activities abroad, through completion of
projects already undertaken or withdrawal from loss-making activities;
• resetting of completion schedules for existing projects on a case-by-case basis, in order to reduce
the impact of price increases on materials and energy consumption.
It should be noted that in recent years, exposure of the parent company and the other sectors to potential
risks and uncertainties of the construction sector has been significantly reduced by limiting the
assumption of guarantees and other liabilities related to the activities of said sector. Therefore, the risk of
the Group undertaking significant liabilities of the construction segment that could potentially affect the
smooth operation of the Group is considered by the Management to be limited.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(154) / (270)
(154) / (270)
The above actions combined with the favorable prospects of the infrastructure projects, made Aktor and
its subsidiaries, a competitive group with a significant backlog in Greece and Romania. The Company
proceeded on 30.03.2023 to sign an agreement for the purchase and sale of AKTOR SA shares, subject to
receiving regulatory and other approvals (note 42.5). As a result, the liquidity of ELLAKTOR Group is
expected to be directly and indirectly enhanced. In view of the foregoing, Management estimates that it
has secured the continued operation of the Group, and the financial statements have therefore been
prepared in accordance with the going concern accounting basis.
Impact of the energy crisis
2022 was a year of significant challenges for the global economy. The energy crisis in early 2022, the
depth and breadth of which proved to be much greater than initially estimated, in particular because of
the continuation of military operations in Ukraine, is contributing to a climate of further uncertainty with
regard to the impact of inflationary pressures already exerted on consumption and investment, and
therefore on economic growth.
The energy crisis, which was initially attributed on one hand to the sharp increase in demand due to the
entrenched effects of the Covid-19 pandemic, and on the other hand to EU’s climate crisis mitigation
policies (regulatory interventions on distributed CO
2
allowances), subsequently worsened due to
geostrategic reasons (Nord Stream 2); moreover, its significance has become unpredictable due to the
recent military operations in Ukraine.
In Europe in particular, the impact of the war was not limited to the rise in energy prices to an
unprecedented level, but also highlighted the risk of insufficiency of available quantities of natural gas
during the winter of 2022-23. To cope with the significantly higher cost of living, the majority of the states
of the Western world took measures to support the most vulnerable, in particular, households,
maintaining expansionary fiscal policy and preventing a large drop in consumer demand. At the same
time, central banks rapidly tightened their monetary policy to tame very high and persistent inflation.
Climate change
Recognising the importance and potential impact of Environmental, Social and Governance (ESG) risks,
the Group has proceeded to identify and assess the materiality of such risks and their integration into the
general risk management framework and is committed to monitoring, evaluating and managing specific
risks in the future.
The possible effects of climate change have been taken into account in the preparation of the Group's
financial statements, including the effect on the expected cash flows of concessions and RES projects.
With regard to the Construction and Environment sectors, the Group is primarily a construction contractor
and service provider and is therefore not the long-term owner of the projects. Finally, in the Real Estate
sector, the Group is in the process of evaluating the effects of climate change on its investments.
In addition, in order to strengthen its resilience and in collaboration with its specialised external partner,
the Group is in the process of identifying and analytically evaluating climate risks and their potential
financial impacts in line with the recommendations of the TCFD (Task Force on Climate – related Financial
Disclosures) and planning a Climate Risk Mitigation Plan.
Shaping of Greek Market Conditions
According to official estimates by the Bank of Greece, the international energy crisis, which worsened after
Russia's invasion of Ukraine in early 2022, resulted in a sharp rise in inflation. This development led to an
intervention by the monetary authorities, with central banks having drastically increased their interest
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(155) / (270)
(155) / (270)
rates, despite the fact that the rise in inflation is, in most cases, due to negative supply-side disturbances,
the direct effects of which cannot be easily eliminated by the monetary policy. However, the dynamic
response of central banks reflects their determination to curb aggregate demand and reduce or stabilise
inflationary expectations, so as to stop the self-fueled rise in inflation, with price stabilisation in the
medium term. Especially for our country, the increase in energy costs and the decrease in real disposable
income negatively affect businesses and households. The rise in lending rates increases the cost of
meeting their obligations, while keeping deposit rates at particularly low levels deprives them of an
additional source of income. In this environment, the Greek economy maintained its growth momentum
in the nine months of 2022, +5.9% growth compared to the corresponding period of 2021.
The deterioration of international monetary and financial conditions increased the borrowing costs of the
Greek Government. In fact, Greek bond yields showed greater sensitivity to international volatility
compared to the corresponding securities of other European countries, due to their lower credit rating.
Stock prices have fluctuated significantly, but the resilience of the Greek economy contributed to a smaller
drop compared to those of stocks in the Eurozone and the US. The developments in the credit rating of
the Greek State were positive, as in 2022, to date, two firms have upgraded its credit rating, reducing the
minimum gap from the investment category to just one grade.
The forecasts of the Bank of Greece consider that the growth rate of the Greek economy in 2022 is finalized
at 6.2%, while in 2023 it will slow down to 1.5%, due to the expected decline in economic activity in the
Eurozone and the significant decline in the growth rate of private consumption. The growth rate of the
Greek economy is expected to recover in the coming years, reaching 3.0% by 2024 and 2.8% in 2025.
The Group has no exposure to the markets of Russia, Belarus and Ukraine. Taking into account the internal
and external sources of information, Management concluded that there are no signs of impairment of its
assets, as a result of the developments in the above countries. In addition, and with regard to potential
risks, the Group is not exposed to any credit and exchange risk with regard to these countries.
The sector most exposed to the challenges of the energy crisis is Construction and the Environment, as
its activities are more affected by the consequent price increases observed. Although the duration and
extent of the energy crisis cannot be calculated reliably, a climate of uncertainty has set in with regard to
the advancement of existing projects, as well as ongoing tenders. In order to offset the negative impact
of increases in raw material prices on construction industry performance, legislative interventions have
already taken place leading to activation of the price review mechanism in public works contracts.
With regard to the other sectors, the hedging measures of the central banks led to an increase in interest
rates, resulting in an increase in the financial cost of the loan contracts signed by the Group's subsidiaries
during the year. As a hedging measure, the Group has entered into interest rate swap contracts to hedge
the interest rate risk, while overall the Group's borrowing was reduced by €769,375 thousand mainly due
to the repayment of the Bond loan with an interest rate of 6.375%.
The above developments affected the discount rates used by the Group both for the valuation of its assets
and liabilities. At the level of assets, there was no impairment but, on the contrary, the valuation of
derivative instruments led to the recognition of assets due to an increase in Euribor. With regard to
liabilities, the effect positively affected the financial income resulting from the discounting of long-term
liabilities.
Any estimates of the impact of the energy crisis on the global and the Greek economies and, by extension,
on the Group's financial results, are subject to a high degree of uncertainty. Judging from available data,
the effects of the energy crisis on the Group’s sectors of activity are not significant. However, the Group's
management closely monitors and continuously assesses the effects of the protracted conflict in Ukraine
and its effects on the macroeconomic and financial environment, such as the unprecedented energy crisis,
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(156) / (270)
(156) / (270)
the rapid increase in energy costs and bank interest rates, as well as the more intense inflationary
pressures over decades, so as to ensure that all necessary actions will be launched and all necessary
measures will be taken in order to minimise their possible effects on the Group's sectors of activity.
Impact of COVID-19
In 2022, economic activity gradually returned to its pre-pandemic level, which was assisted by the lifting
of the COVID-19 restrictive measures, but in most countries, any estimates of its duration are subject to
uncertainty, as the phenomenon is still ongoing.
The Greek economy, like the global one, is still faced with the effects of the pandemic despite the fact
that the measures to deal with it have been softened significantly, compared to the previous two years,
as a recession was observed in 2022 with positive effects for the economy. In any case, any estimates
regarding the evolution of the pandemic are uncertain, because there is a fear of new mutations and there
may be substantial negative consequences for the operation of key sectors of the Greek economy,
including sectors in which the Group operates.
In the Concessions sector, the lifting of restrictions on movement contributed to increased traffic on Attiki
Odos (+12.5% in the period January - December 2022 compared to the corresponding period of 2021
and +0.3% compared to 2019, in the period before Covid-19) and improving traffic on the remaining
highways compared to 2021 by 17.4%.
In the Construction sector, despite delays in the execution of existing projects, there was, and is still, not
expected to be a significant impact on the budgeted results and invoiced claims.
In the Environment sector, the effects of the pandemic for 2022 were limited, while finally in the Real
Estate Development sector the impact of COVID-19 continued only in the first quarter of 2022. However,
there was no relative suspension of the operation of the stores or implementation of a reduction in rents
as was the case in 2021; therefore the operational profitability and store traffic showed accelerated rates
of growth and recovery.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(157) / (270)
(157) / (270)
2.1.2. Macroeconomic conditions in Greece
In 2021, the Greek economy grew by 8.4%, more than expected (6.9% forecast for the 2022 budget) owing
to effective fiscal interventions as well as liquidity interventions to deal with the financial consequences
of the pandemic. In addition, before the end of 2021, employment losses had already recovered (the
unemployment rate fell to 14.7% in 2021 from 16.3% in 2020).
By early 2022, economic activity was on track to fully recover losses relative to pre-pandemic levels, both
in the Eurozone and in Greece.
In this optimistic economic environment of the first months of 2022, the global community was initially
confronted with an energy crisis, which thereafter, before the end of the first quarter of the year, was
exacerbated by Russia's invasion of Ukraine. The surge in energy prices and the strengthening of inflation
internationally, have led the EU Member States to urgently cooperate with each other, after this period of
the health crisis, in order to take fiscal and energy policy decisions.
The first measures taken by the EU were the imposition of trade and economic sanctions against Russia
and the imposition of a partial embargo on Russian oil, as part of the wider European plan to gradually
wean energy off Russian fossil fuels. Another consequence of the war has been problems in the supply of
basic foodstuffs, as the countries involved have large export shares in raw materials and basic goods.
The surge in monthly inflation from March onwards, both in the Eurozone and in Greece, reached
historically high levels (since 1997), reflecting corresponding trends in the energy price sub-indices
(natural gas, oil, electricity, heating energy) and food, but also core inflation (excluding energy and food).
More important, however, was the increase in the international price of natural gas, which also affects
electricity prices.
The cost of the fiscal interventions to deal with the energy crisis implemented in 2022 in Greece amounted
(taking into account the related revenues of the Energy Transition Fund - ETF) to €4.8 billion or 2.3% of
GDP of which: an amount of €2.5 billion or 1.2% of the GDP was covered by the regular budget, while an
amount of €8.1 billion or 3.9% of the GDP was covered by the ETF.
Of all the interventions, almost one third were directly aimed at vulnerable households, such as the
heating allowance and the financial support allowance, while the remaining interventions were designed
to alleviate energy poverty, supporting proportionally more the low incomes that spend a high share of
their disposable income for energy and basic goods.
Household income, apart from the support from the above measures against the energy crisis, was also
boosted by other government policy measures for 2022, such as the double increase of the minimum
wage by 9.7% in total in 2022, the permanent and significant reduction of the Single Property Tax (ENFIA),
the extension of the reduction of insurance contributions and the special solidarity contribution, the
abolition of the parental benefit tax, the First Stamp Programme, the reduction of the mobile phone fee,
and, indirectly, from the impact on the economy, the reduction of the capital concentration tax and the
provision of business incentives to increase full-time employment.
In the area of fiscal governance, an important development was the exit from enhanced surveillance,
which confirmed the implementation of the bulk of the country's commitments and the implementation
of the agreed reforms. In addition, the full payment of the country's debts to the IMF took place with the
benefit of saving interest costs, reducing the risk of rising interest rates, etc.
Finally, on 27.01.2023, Fitch proceeded to upgrade the Greek debt to BB+ with a stable outlook, giving a
similar rating to S&P, one level below the "investment grade" rating.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(158) / (270)
(158) / (270)
In addition to the above, the interim forecasts of the European Commission upgrade the outlook for
growth and slightly reduce the previous forecasts for inflation.
Specifically, according to the aforementioned forecasts of the European Commission, Greece's economy
recorded a high growth in the first half of 2022, but rising inflation negatively affected growth in the
second half of the year. However, the significant support provided by the EU Resilience and Recovery
Fund (RRF) to the country's economy as well as government measures moderated the impact of energy
prices on business input costs and actual household disposable income. Overall, actual GDP growth is
expected to eventually rise to 5.5% in 2022, above the Eurozone and European Union average. Thus, the
European Commission predicts for Greece a growth of 5.5% in 2022, 1.2% in 2023 and 2.2% in 2024, while
the corresponding rates for the Eurozone are 3.5% in 2022 , 0.9% in 2023 and 1.5% in 2024. It is noted
that the European Commission's forecasts for the growth of the Greek economy are revised slightly
downwards for 2022 compared to those of November and revised slightly upwards for 2023 and 2024
(when the forecast was 1% and 2% respectively).
Declining inflation is expected to gradually ease the burden on actual household income and benefit
private consumption. The timely and effective implementation of the Recovery and Resilience Facility
(RRF) is projected to remain the main driver of investment growth, partially offsetting the weakening of
corporate investment due to tightening financing conditions.
Energy price inflation has eased after peaking in September 2022 and inflation (on the basis of the HICP)
is expected to moderate further, thanks to lower energy prices and associated negative base effects.
However, food price inflation is expected to prove more persistent given the delayed pass-through of
high energy costs to food production.
Thus, in Greece, inflation is expected to decrease from 9.3 % in 2022, to 4.5 % in 2023 and 2.4 % in 2024,
while in the EU inflation is expected to decrease from 9.2 % in 2022 to 6.4 % in 2023 and to 2.8 % in 2024,
and in the Eurozone from 8.4 % in 2022 to 5.6 % in 2023 and to 2.5 % in 2024.
Risks to inflation remain highly linked to developments in energy markets, reflecting some of the risks to
growth that have been identified.
However, Greece's growth prospects are subject to downside risks related to the potential impact of
geopolitical tensions on international tourism.
With the international environment slowly improving from the second half of 2023, exports are expected
to accelerate in 2024. Receipts from international tourism are projected to increase in 2023 and 2024.
Overall, real GDP is projected to grow by 1.2% in 2023 and, at an accelerating rate, by 2.2% in 2024.
Also, at the fiscal level, in 2022 the State budget, on a modified cash basis, presented a deficit of €11.7
billion and a primary deficit of €6.7 billion, a performance better than both 2021 and the estimate for
2022, as recorded in the 2023 budget report. Following the successful EU assessment, on 19.01.23 the
second installment of €3.6 billion was disbursed from the Recovery and Resilience Fund (RRF), raising the
total amount of disbursements (including pre-financing) to €11.08 billion.
In addition, debt as a percentage of GDP is expected to fall significantly, reaching 169% in 2022 and 159%
in 2023. At the same time, the significant improvement in the quality of the banks' portfolios is now
contributing positively, as bank funding is expected to further enhance the robustness of the Greek
economy in 2023.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(159) / (270)
(159) / (270)
2.2 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.
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.
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.
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.
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.
IFRS 16 ‘Leases’
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.
IAS 41 ‘Agriculture’
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(160) / (270)
(160) / (270)
The amendment has removed the requirement for entities to exclude cash flows for taxation when
measuring fair value under IAS 41.
Standards and Interpretations effective for subsequent periods
IFRS 17 ‘Insurance contracts’ and Amendments to IFRS 17 (effective for annual periods beginning on
or after 1 January 2023)
IFRS 17 has been issued in May 2017 and, along with the Amendments to IFRS 17 issued in June 2020,
supersedes IFRS 4. IFRS 17 establishes principles for the recognition, measurement, presentation and
disclosure of insurance contracts within the scope of the Standard and its objective is to ensure that an
entity provides relevant information that faithfully represents those contracts. The objective of the
standard is to ensure that an entity provides relevant information that faithfully represents those contracts.
The new standard solves the comparison problems created by IFRS 4 by requiring all insurance contracts
to be accounted for in a consistent manner. Insurance obligations will be accounted for using current
values instead of historical cost.
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.
IΑS 12 (Amendments) ‘Deferred tax related to Assets and Liabilities arising from a Single
Transaction’ (effective for annual periods beginning on or after 1 January 2023)
The amendments require companies to recognise deferred tax on transactions that, on initial recognition,
give rise to equal amounts of taxable and deductible temporary differences. This will typically apply to
transactions such as leases for the lessee and decommissioning obligations.
IFRS 17 (Amendment) ‘Initial Application of IFRS 17 and IFRS 9 – Comparative Information’
(effective for annual periods beginning on or after 1 January 2023)
The amendment is a transition option relating to comparative information about financial assets
presented on initial application of IFRS 17. The amendment is aimed at helping entities to avoid temporary
accounting mismatches between financial assets and insurance contract liabilities, and therefore improve
the usefulness of comparative information for users of financial statements.
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
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(161) / (270)
(161) / (270)
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.
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2.3 Consolidation
(a) Subsidiaries
Subsidiaries are economic entities over which the Group exercises control of their operation. The Group
controls a company when it is exposed to or has rights in variable performances of the company, due to
its holding in this company, and has the ability to affect these performances through its power in this
company. The existence and effect of voting rights that can be exercised or converted are also taken into
account to document that the Group is in control of the economic entity. There may also be control in
cases where the holding in the share capital with voting rights is less than 50%, but the Group is able to
exercise control over the financial and business policies on a de facto basis. There is de facto control where
the number of voting rights held by the Group, in relation to the number and allocation of the rights held
by other shareholders, enable the Group to exercise control over the financial and business policies.
Subsidiaries are fully consolidated from the date when control over them is acquired and cease to be
consolidated from the date when control no longer exists.
Business combinations are accounted for using the acquisition method. Acquisition cost is calculated as
the fair value of the assets assigned, of obligations undertaken or in place, and of the equity instruments
issued as of the date of transaction. The acquisition cost includes the fair value of the assets or liabilities
arising from contingent consideration arrangements. The individual assets, liabilities and contingent
liabilities that are acquired during a business combination are valued initially at their fair values at the
acquisition date. The Group recognises a controlling interest in the subsidiary, if any, either at fair value
or at the value of the share of the non-controlling interest in the net equity of the acquired company. The
Group recognises non-controlling interests in proportion to the subsidiary’s equity. The acquisition costs
are posted in profit and loss as incurred.
In a merger undertaken in stages, the acquirer will remeasure its previously held equity interest in the
acquiree at fair value on the acquisition date and will recognise any profit or loss in the results.
Any contingent consideration to be paid by the Group is recognized initially at fair value at the acquisition
date. Any changes in fair value of contingent consideration that qualify for classification as an asset or
liability are recognized in accordance with IAS 39 either in profit or loss or as effect on other
comprehensive income. A contingent consideration recognized as equity is not revalued and its
subsequent settlement is accounted for within equity.
When the sum of (a) the cost of acquisition, (b) the amount recognised as non-controlling interests and
(c) the fair value at the acquisition date of the Group's share, if the combination is achieved in stages, is
greater than the net assets acquired, the excess is recognised as goodwill. If the above sum is less than
the fair value of the net assets acquired, the difference is recognised directly in profit or loss.
Inter-company transactions, balances and unrealised gains on transactions between group companies are
eliminated. Unrealised losses are also eliminated, except if the transaction provides an indication of
impairment of the transferred asset. The accounting principles of the subsidiaries have been amended so
as to be in conformity with the ones adopted by the Group. In the parent company’s Statement of
Financial Position, subsidiaries are valued at cost less impairment.
(b) Changes to holdings in subsidiaries without loss of control
Any transactions with minority shareholders having no effect on the control exercised by the Group over
the subsidiary are measured and recorded as equity transactions, i.e. they are handled in the same way as
that followed for transactions with key Group shareholders. The difference between the price paid and
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the relevant share acquired in the carrying value of the subsidiary’s equity is deducted from equity. Any
profit or loss arising from the sale to majority shareholders is also posted under equity.
(c) Sale of / loss of control over subsidiary
As soon as the Group ceases to exercise control on a subsidiary, the remaining percentage is measured
at fair value, and any differences are posted in results. Subsequently, this asset is classified as an associate
or financial asset, its acquisition value being that fair value. In addition, any amounts previously recorded
under Other Comprehensive Income will be accounted for as in the case of sale of a subsidiary, and
therefore they may be accounted for in profit or loss.
(d) Associates
Associates are economic entities on which the Group can exercise significant influence but not “control”,
which is generally the case when the Group holds a percentage between 20% and 50% of a company’s
voting rights. Investments in associates are accounted for using the equity method. In accordance with
the equity method, an investment in an associate is recognised initially at acquisition cost, and the carrying
value increases or decreases in order for the investor's share to be recognised in the associate’s profit or
loss following the date of acquisition. The investments in associates account also includes the goodwill
resulting on acquisition (reduced by any impairment losses).
Participations in associates and joint ventures (see ‘joint agreements’) consist of investments in core and
non-core activities. Holdings in associates and participation in consortia engaged in core activities are
investments which are deemed to be part of the core functions and strategy of the Group.
In case of sale of a holding in an associate on which the Group continues, however, to exercise significant
influence, only the portion of amounts previously posted directly in Other Comprehensive Income will be
posted in results.
Following the acquisition, the Group’s share in the gains or losses of associates is recognized in the income
statement, while the share of changes in other comprehensive income following the acquisition is
recognized in other comprehensive income. The cumulative changes after the acquisition affect the book
value of investments in associates, with a respective adjustment to the current value of the investment.
When the Group’s share in the losses of an associate is equal or larger than the carrying amount of the
investment, the Group does not recognize any further losses, unless it has guaranteed for liabilities or
made payments on behalf of the associate.
The Group assesses at each balance sheet date whether there is evidence of impairment of investments
in associates. If any investment must be impaired, the Group calculates the amount of impairment as the
difference between the recoverable amount of the investment and its book value.
Unrealised profits from transactions between the Group and its associates are eliminated, according to
the Group’s percentage ownership in the associates. Unrealised losses are eliminated, except if the
transaction provides indications of impairment of the transferred asset. The accounting principles of
affiliates have been adjusted in order to be in conformity to the ones adopted by the Group. In the parent
company’s balance sheet, associates are valued at cost less impairment.
(e) Joint Arrangements
According to IFRS 11, the types of joint arrangements are reduced to two: joint operations and joint
ventures. The classification depends on the rights and obligations of the parties with regard to the
agreement and takes into account the structure and legal form of the agreement, the terms agreed upon
by the parties and, where appropriate, other facts and circumstances.
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Joint operations are joint arrangements where the parties (participants), which are jointly in control, have
rights on the assets and are responsible as regards the entity’s obligations. The participants shall account
for the assets and liabilities (as well as the revenues and expenses) relating to their interest in the joint
operation.
Joint ventures are joint arrangements where the parties (venturers), which have joint control on the
agreements, have rights to the net assets of the arrangement. These undertakings are accounted for under
the equity method (proportional consolidation is no longer allowed).
Under IAS 31, the Group accounted for the joint agreements in which it participated by using the
proportionate consolidation method. Exceptions were those which were inactive on the date of first IFRS
adoption, or were not important, which were consolidated using the equity method. These agreements,
following the implementation of IFRS 11, will continue to be consolidated by the Group under the equity
method until their final clearance.
The key joint arrangements where the Group participates pertain to the execution of construction
contracts through jointly controlled vehicles. These joint arrangements are classified as joint operations
because their legal form offers the parties immediate rights to assets, and makes them liable for the
liabilities. In accordance with IFRS 11, the Group accounts for assets, liabilities, revenue and expenses
based on its share in joint operations. Note 42c details the Group's shares in the joint ventures in which
it participates.
The Group has classified the companies presented in note 42b as joint ventures (together with affiliate
companies) in which the participating parties have rights to the net assets of the companies, and are
therefore consolidated using the equity method, in accordance with IAS 28.
Joint contracts are not included in the parent company’s Statement of Financial Position.
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2.4 Segment reporting
Reports by segment are prepared in line with the internal financial reports provided to the members of
the Board of Directors, who are mainly responsible for decision-making. The Board of Director has the
responsibility undertake to establish a strategy, allocate resources and evaluate the performance of each
business segment.
2.5 Foreign exchange conversions
(a) Functional and presentation currency
The items in the financial statements of the Group’s companies are measured in the currency of the
primary economic environment in which the Group operates (“functional currency”). Consolidated
financial statements are presented in euros (€), which is the presentation currency of the Group.
(b) Transactions and balances in foreign currencies
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Profits and losses from currency translation differences that
arise from the settlement of such transactions during the financial year and from the translation of
monetary items into foreign exchange at current rates applicable on the balance sheet date are recorded
in profit and loss, except where they are transferred directly to other comprehensive income due to being
related to cash flow hedges and net investment hedges.
Currency translation differences on non-monetary items, such as investments in equity securities valued
at fair value through other comprehensive income, are recognized in the statement of other
comprehensive income.
(c) Group Companies
The results and financial position of all group entities (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation currency are
translated into the presentation currency as follows:
i) The assets and liabilities are converted using the rates in effect at the balance sheet date;
ii) The income and expenses are converted using the average rates of the period (except if the
average rate is not the reasonable approach of the accumulated impact of the rates in effect
at the dates of the transactions, in which case income and expenses are converted using the
rates in effect at the dates of the transactions), and
iii) Any differences arising from this process are posted under other comprehensive income and
are transferred to the income statement upon disposal of these companies.
Currency translation differences arising from the conversion of the net investment in a foreign company,
as well as of the borrowing characterized as hedging of this investment are posted under Other
Comprehensive Income. Upon disposal of a foreign company in part or in whole, accumulated exchange
differences are transferred to the income statement of the period as profit or loss resulting from the sale.
Gains and changes to fair value from the acquisition of foreign companies are deemed to be assets and
liabilities of the foreign company and are measured at the currency rate applicable on the balance sheet
date. The resulting foreign exchange differences are recorded in Other comprehensive income.
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2.6 Investments in property
Properties held under long-term leases, or capital gains, or both, and that are not used by companies in
the Group are classified as investments in property. Investment property includes privately owned plots
and buildings, as well as properties under construction which are erected or developed with a view to
being used as investment property in the future.
Investment property is recognised initially at cost, including the relevant direct acquisition and borrowing
costs. Borrowing costs relating to acquisition or construction of investment properties are capitalised at
investment cost for the duration of acquisition or construction and cease to be capitalised when the fixed
asset is completed or construction is suspended. After initial recognition, investments in property are
valued at cost, less depreciation and any impairment (note 2.11). Investment buildings are amortised
based on their estimated useful life which is 40 years; however historic non refurbished buildings are
amortised in 20 years.
Subsequent expenditure is added to the carrying value of the property only if it is probable that future
economic benefits related to such property will flow to the Group and their cost can be reliably measured.
The repair and maintenance cost is booked in the results when such is incurred.
If an investment in property is modified to an asset for own use, then it is classified in tangible assets. In
addition, when there is a change in use of the investment property evidenced by commencement of
development with a view to sale, it is classified as inventories.
Property held by the parent company and leased to companies in the Group are classified as investments
in property in the financial statements of the Company, and as tangible fixed assets in the consolidated
financial statements.
2.7 Leases
(a) Group Company as lessee
Recognition and initial measurement of a right-of-use asset
At the commencement date of a lease period, the Group recognises right-of-use assets and lease liability
by measuring the right-of-use asset at cost.
The cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability,
any lease payments made at or before the commencement date of the lease period, less any lease
incentives received, any initial direct costs incurred by the lessee, and an estimate of costs to be incurred
by the Group in dismantling and removing the underlying asset, restoring the site on which it is located
or restoring the underlying asset to the condition required by the terms and conditions of the lease. The
Group undertakes those costs either at the commencement date of the lease period or as a consequence
of the use of the leased asset during a specified period.
Initial measurement of lease liability
At the commencement of the lease period, the Group measures the lease liability at the present value of
the lease payments that are not paid at that date. When the imputed interest rate of the lease can be
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properly determined, then lease payments are discounted using this interest rate. Otherwise, the Group
will use the incremental borrowing rate.
Lease payments included for the purpose of measuring lease liability at the starting date of the lease
include the following payments for the right to use the underlying asset during the lease term, if these
have not been paid on the starting date:
(a) fixed payments, less any lease incentives receivable;
(b) variable lease payments that depend on an index or interest rate, initially measured using the index or
rate as of the starting date of the lease period;
(c) amounts expected to be payable by the Group under residual value guarantees;
(d) the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
(e) payments of penalties for terminating the lease, if the lease term reflects the Group exercising an
option to terminate the lease.
With regard to leases of real estate property for the construction and operation of wind and solar farms,
the Group takes into account the minimum lease period under the lease contract for the purpose of
determining the duration of the lease.
Subsequent measurement
Subsequent measurement of right-of-use assets
After the commencement date of the lease period, the Group measures the right-of-use asset applying
the cost model:
(a) less any accumulated depreciation and any accumulated impairment losses; and
(b) adjusted for any remeasurement of the lease liability.
The Group applies the requirements in IAS 16 in depreciating the right-of-use asset, and determines
whether it is impaired.
Subsequent measurement of lease liability
After the commencement date of the lease period, the Group will measure the lease liability by:
(a) increasing the carrying amount to reflect interest on the lease liability;
(b) by reducing the book value to reflect the lease payments already made; and
(c) by re-measuring the book value to reflect any reassessments or amendments to the lease.
Interest on the lease liability is allocated during the lease term in such a manner so that the amount
produces a constant periodic rate of interest on the remaining balance of the lease liability.
After the commencement date of the lease period, the Group recognises in profit or loss (unless the costs
are included in the carrying amount of another asset applying other applicable Standards) both:
(a) interest on the lease liability; and
(b) variable lease payments not included in the measurement of the lease liability in the period in which
the event or condition that triggers those payments occurs.
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(c) Short-term leases, namely leases with a term of less than 12 months that do not include a right of
acquisition, as well as leases in which the underlying asset is of low value.
(b) Group Company as lessor
The Group leases assets only through operating leases. Operating lease income is recognised in the
income statement of each period proportionally during the period of the lease.
Revenue from leases
Revenue from leases is recognised in the income statement using the straight line method throughout
the lease period. The variable income arising from the achievement of a certain level of sales by the leased
stores is recognized as revenue, when it is highly probable that they will be collected. Revenue from the
Company’s leases are classified under the line ‘Other revenue’ in the Income Statement, since the lease of
real estate properties is an ancillary activity.
2.8 Prepayments for long-term leases
Prepayments for long-term leases include Group receivables from sundry debtors and mainly relate to
subsidiaries’ receivables:
a) from prepayments for rents to property lessors; Amortisation is accounted for the leasing period.
b) from payments for completion of the construction of the Motorists’ Service Stations, which are shown
at their construction cost less depreciation. Depreciation starts when they are complete and ready for use
and is carried out using the straight line method over the duration of the concession contract.
2.9 Property, Plant and Equipment
Fixed assets are reported in the financial statements at acquisition cost minus accumulated depreciation
and possible impairment (note 2.11). Acquisition cost includes all expenditure directly attributable to the
acquisition of the fixed assets.
Subsequent costs are included in the asset’s carrying value or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the Group, and the cost of the item can be measured reliably. The repair and maintenance cost are
recorded in the results when such is realized.
Land is not depreciated. Depreciation of other of tangible assets is calculated using the straight-line
method over their useful life as follows:
- Buildings
20-40
years
- Mechanical equipment (except wind farms and photovoltaic plants)
5-10
years
- Mechanical equipment wind farms, P/V parks and hydroelectric power
plants (subject to Law 4254/2014)
- hydroelectric power plants (subject to Law 4254/2014)
27
years
- Mechanical equipment wind farms, P/V parks (operational post
01.01.2014)
20
years
- Vehicles
5-9
years
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- Other equipment
5-10
years
The residual values and useful economic life of assets are subject to reassessment, at least at each balance
sheet date.
Assets under construction include fixed assets under construction that are shown at their cost. Assets
under construction are not depreciated until the fixed asset is completed and enters in operation.
When the book values of PPE exceed their recoverable value, the difference (impairment) is posted in the
income statement as expense (note 2.11).
On sale of assets, any difference between the proceeds and the depreciable amount is recorded as profit
or loss in the results.
Financial assets concerning the construction of assets are being capitalised for the period needed until
the completion of the construction. An asset fulfilling the requirements is an asset necessarily requiring a
significant period of preparation for the use it is intended for or for its sale. All other financial expenses
are recognised in the income statement.
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2.10 Intangible assets
(a) Goodwill
Goodwill arises from acquisition of subsidiaries and is the difference between the sum of the acquisition
price, the amount of non-controlling interests in the acquired company and the fair value of any prior
participating interest in the acquired company as on the acquisition date and the fair value of the
recognisable net assets of the acquired subsidiary. Goodwill arising from acquisitions of subsidiaries is
recognized in intangible assets. Goodwill is not depreciable and is tested for impairment annually, or even
more frequently if the circumstances indicate possible impairment, and recognized at cost, less any
impairment losses. Goodwill losses cannot be reversed.
Goodwill is allocated to cash-generating units for impairment testing. Allocation is made to those units
or cash-generating unit groups which are expected to benefit from the business combinations, which
created goodwill and is recognised in line with the operating segment.
Profit and losses from the disposal of an undertaking include the book value of the goodwill of the
undertaking sold.
Negative goodwill is written off in profit and loss (note 2.11).
(b) Software
Software licenses are valued at acquisition cost less depreciation. Depreciation is accounted for with the
straight-line method during the useful lives, which vary from 1 to 3 years.
(c) Concession right
Concession rights are valued at the acquisition cost, less depreciation. Depreciation is carried out using
the straight line method during the Concession contract (note 2.24).
d) User licenses
User licences refer to the generation licenses for wind farms and photovoltaic (PV) parks; they are
measured at acquisition cost less depreciation. Depreciation is carried out from the date of entry in
operation of the wind farms using the straight line method over the duration of their useful life, which is
27 years for projects that entered into operation before .0101.2014, and 20 years for newer projects. User
licences are subject to impairment testing when specific events or changes in circumstances indicate that
the book value may not be recoverable.
2.11 Impairment of non-financial assets
Assets (goodwill) with an indefinite useful life are not depreciated and are subject to impairment testing
on an annual basis and when certain events or changes in the circumstances suggest that their book value
may not be recoverable. Assets that are depreciated are subject to impairment audit when indications
exist that their carrying value is not recoverable. Impairment loss is recognised for the amount by which
the fixed asset's carrying value exceeds its recoverable value. The recoverable value is the higher between
fair value, reduced by the cost required for the disposal, and the value in use (current value of cash flows
anticipated to be generated based on the management’s estimates of future financial and operating
conditions). For the calculation of impairment losses, assets are classified in the minimum cash generating
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units. Any non-financial assets, apart from goodwill, which have been impaired are reassessed for possible
impairment reversal on each balance sheet date.
2.12 Financial Instruments
Initial recognition and subsequent measurement of financial assets
The classification of financial assets at initial recognition is based on the contractual cash flows of the
financial assets and the business model within which the financial asset is held.
The Group initially assesses a financial asset at its fair value plus transaction costs, in the case of a financial
asset that is not measured at fair value through profit or loss. The transaction costs of financial assets
measured at fair value through profit or loss are expensed. Reference is made to trade receivables in Note
2.15.
In accordance with the provisions of IFRS 9, debt instruments are subsequently measured at amortised
cost or at fair value through other comprehensive income or at fair value through profit or loss. In order
to classify and evaluate a financial asset at amortised cost or at fair value through other comprehensive
income cash flows that are ‘solely payments of principal and interest’ must be generated on the
outstanding capital balance. This evaluation is known as the SPPI (‘solely payments of principal and
interest’) criterion and is made at the level of an individual financial instrument.
The classification and measurement of Group and Company debt instruments is as follows:
Ι. Debt instruments on the amortised cost for debt instruments acquired under a business model the
purpose of which is to retain them in order to collect the contractual cash flows, while at the same time
meeting the SPPI criterion. Financial assets in this category are subsequently measured using the effective
interest rate method (EIR) and are subject to impairment testing. Any profit or loss arising when an asset
is de-recognised, modified, or impaired is recognised directly in the income statement.
ΙΙ. Equity instruments at fair value through the statement of comprehensive income, without transfer of
profit or loss to the income statement when derecognised. This category includes only equity instruments,
which the Group intends to hold for the foreseeable future and has irrevocably decided to classify them
in this manner upon initial recognition or transition to IFRS 9. Equity instruments at fair value through the
statement of comprehensive income are not subject to impairment. Dividends from such investments
continue to be recognised in the income statement, unless they represent recovery of the investment
cost.
For investments that are traded on an active market, fair value is calculated based on market bid prices.
For investments for which there is no active market, fair value is determined by valuation techniques,
unless the range of rational estimates of fair value is significantly large and the probable accuracy of the
various estimates cannot reasonably be assessed, when valuation of such investments at fair value is
prohibited. The purchase or sale of financial assets that require the delivery of assets within a timeframe
provided for by a regulation or market assumption is recognised at the settlement date (i.e. the date when
the asset is transferred or delivered to the Group or the Company).
ΙΙΙ. Financial assets classified at fair value through profit or loss are initially recognised at fair value, with
profits or losses arising from the valuation being recognised in the income statement. Profits and losses
arising from changes in the fair value of financial assets classified at fair value through profit or loss are
recognized in the income statement in the line “Other profits/(losses)”.
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Impairment of financial assets
At each financial reporting date the Group and the Company assess whether the value of a financial asset
or group of financial assets has been impaired as follows:
The Group and the Company recognise a provision for impairment against expected credit losses for all
financial assets that are not measured at fair value through profit or loss. Expected credit losses are based
on the difference between all contractual cash flows payable under the contract and all cash flows that
the Group or the Company expects to receive, discounted at the approximate initial effective interest rate.
The Group has applied the simplified approach as per IFRS 9 to measure expected credit losses, which
utilises a forecast of expected lifetime credit loss for all trade receivables and contractual assets.
Trade receivables are amounts owed by customers for services provided in the ordinary course of
business. Trade receivables are initially recognised at the transaction price, which is without conditions,
unless they contain significant financing elements when recognised at fair value. The Group maintains
trade receivables for the purpose of recovering contractual cash flows and therefore measures them
subsequently at amortised cost using the effective interest method. Contractual assets pertain to non-
invoiced work in progress, and have substantially the same risk characteristics as trade receivables for the
same types of contract.
Derecognition of financial assets
A financial asset (or part of a financial asset or part of a group of similar financial assets) is derecognised
when:
• the rights to the inflow of cash resources have expired,
• the Group or the Company retains the right to receive cash flows from that asset but has also undertaken
to pay them to third parties in full without undue delay in the form of a transfer agreement, or
• the Group or the Company has transferred the right to receive cash flows from that asset while at the
same time it either (a) has materially transferred all the risks and rewards accruing therefrom or (b) has
not materially transferred all risks and rewards, but has transferred control of the specific asset.
When the Group or the Company transfers the rights to receive cash flows from an asset or concludes a
transfer agreement, it reviews the extent to which it retains the risks and rewards of ownership of the
asset. When the Group neither transfers nor materially retains all the risks and rewards accruing from the
transferred asset and retains control of the asset, then the asset is recognised to the extent that the Group
continues to participate in the asset. In this case, the Group also recognises an associated liability. The
transferred asset and the associated liability is measured on a basis reflecting the rights and obligations
retained by the Group or the Company.
Continued participation, which takes the form of a guarantee on the transferred asset is recognised at the
lower of the carrying amount of the asset and the maximum amount of the received consideration that
the Group could be required to repay.
Initial recognition and subsequent measurement of financial liabilities
All financial liabilities are initially measured at their fair value less transaction costs, in the case of loans
and liabilities.
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Revocation of recognition of financial liabilities
A financial liability is derecognised when the obligation arising from the liability is cancelled or expires.
When an existing financial liability is replaced by another from the same lender but under substantially
different terms or the terms of an existing liability are significantly changed, such exchange or amendment
is treated as a derecognition of the initial liability and recognition of a new one. The difference in the
respective book values is recognised in the income statement.
Offsetting of financial receivables and liabilities
Financial receivables and liabilities are offset and the net amount is presented in the Statement of Financial
position only where the Group or Company holds the legal right to do so and intends to offset them on
a net basis against one another or to claim the asset and settle the obligation at the same time. The
statutory right should not depend on future events and should be capable of being executed in the normal
course of business and in the event of default, insolvency or bankruptcy of the company or the
counterparty.
2.13 Financial derivatives
The Company and the Group have chosen to follow the provisions of IFRS 9. Derivatives are initially
recognised at their fair value on the date a derivative contract is entered into and are subsequently
remeasured at their fair value at the end of each reporting period. Accounting for subsequent changes in
fair value depends on whether the derivative is designated as a hedging instrument and, if so, the nature
of the item being hedged. The Group designates certain derivatives as a hedge of interest rate risk related
to the cash flows of recognised loans (cash flow hedge). At the beginning of the hedging relationship, the
Group documents the economic relationship between the hedging instruments and the hedged items,
including whether changes in the cash flows of the hedging instruments are expected to offset changes
in the cash flows of the hedged items. The Group documents its risk management scope and strategy for
undertaking hedging transactions. The fair values of derivative financial instruments identified in hedging
relationships are disclosed in note 3.3. Movements in equity hedging reserve are shown in note 24.
The effective portion of the changes in the fair value of derivatives identified and designated as accounting
cash flow hedges is recognised in the cash flow hedge reserve in equity. The gain or loss related to the
ineffective part is immediately recognised in profit or loss, under "Financial income/expenses".
Amounts accumulated in equity are reclassified in the periods when the hedged item affects profit or loss.
The gain or loss related to the effective part of the interest rate swaps that hedge the floating rate loans
is recognised in profit or loss under finance cost at the same time as the interest expense of the hedged
loans.
When a hedging instrument expires or is sold or terminated, or when a hedge no longer qualifies for
hedge accounting, any accumulated deferred gain or loss existing in equity at that time remains in equity
until the corresponding hedged cash flows affect profit or loss. In addition, if the cash flows of the hedged
item are no longer expected to occur, the accumulated gain or loss present in equity is immediately
reclassified to profit or loss.
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Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
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(174) / (270)
2.14 Inventories
Inventories are valued at the lower of acquisition cost and net realisable value. The cost is calculated using
the weighted average cost method. The cost of end products and semi-finished inventories includes cost
of design, materials, average working cost and a proportion of the general cost of production.
Investments in properties to which a construction initiates aiming at a future sale are re-classified as
inventories at book value at the balance sheet date. From now on they will be calculated at the lowest
value between the cost and net realisable value. Financial expenses are not included in the acquisition
cost of inventories. The net realisable value is estimated based on the stock’s current sales price, within
the framework of ordinary business activities, less any possible selling expenses, wherever such a case
concurs.
2.15 Trade and other receivables
Trade receivables are the amounts owed by clients for goods sold or services rendered to them during
normal business activity. Trade receivables are initially recognised at the amount of the price not subject
to conditions, unless they contain an important source of funding, in which case they are recognised at
fair value. The Group maintains trade receivables aiming to receive conventional cash flows, and,
therefore, recognises them later at amortised cost using the effective interest rate method. Trade
receivables are posted initially at fair value and later valued at amortised cost using the effective interest
rate less impairment losses. The provision for impairment of trade receivables is formed on the basis set
out in note 2.12.
Trade and other receivables also comprise commercial papers and notes payable.
2.16 Restricted cash deposits
Restricted cash deposits constitute cash equivalents not directly available for use. These cash equivalents
may not be used by the Group until a certain point in time or an event is reached or occurs in the future.
In the cases where restricted cash is expected to be used within one year from the date of the statement
of financial position, these are classified as a short-term asset. However, if they are not expected to be
used within one year from the date of the statement of financial position, they are classified as a long-
term asset. In cases of self- or co-financed projects, they correspond to accounts serving short-term
instalments of long-term borrowings or reserve accounts.
2.17 Cash and cash equivalents
Cash and cash equivalents include cash, sight deposits, and short-term investments of up to 3 months,
with high liquidity and low risk.
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Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
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(175) / (270)
2.18 Share capital
The share capital includes the Company’s ordinary shares. Whenever any Group company purchases
shares of the Company (Treasury Shares), the consideration paid is deducted from equity attributable to
the Group’s equity holders until the shares are cancelled or disposed of. The profit or loss from the sale
of own shares is recognized directly to equity.
Direct expenses for the issue of shares appear net of any relevant income tax benefit, to the reduction of
equity.
2.19 Borrowings
Borrowings are recorded initially at fair value, net of transaction costs incurred. Loans are subsequently
stated at net book cost, using the effective interest rate method. Any difference between the proceeds
(net of transaction costs) and the redemption value is recognised in the income statement over the period
of the borrowings using the effective interest rate method.
Any borrowing expenses paid on conclusion of new credit agreements are recognised as borrowing
expenses, provided that part or all of the new credit line is withdrawn. In this case, they are recorded as
future borrowing expenses until withdrawal is made. If new borrowings are not used, in whole or in part,
these expenses are included in prepaid expenses and are recognised in the income statement over the
term of the respective credit line.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the balance sheet date.
2.20 Current and deferred taxation
Income tax for the fiscal year comprises current and deferred taxation. Tax is recognised in the income
statement, unless relevant to amounts recognised in other comprehensive income or directly in equity. In
this case, tax is also recognised in other comprehensive income or equity, respectively.
Income tax on profit is calculated in accordance with the tax legislation established as of the balance sheet
date in the countries where the Group operates, and is recognised as expense in the period during which
profit was generated. The management regularly evaluates the cases where the applicable tax legislation
requires interpretation. Where necessary, estimates are made for the amounts expected to be paid to tax
authorities.
Deferred income tax is determined using the liability method on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts, as shown in the financial statements. The
deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a
transaction, other than a business combination, that at the time of the transaction affects neither the
accounting or the taxable gains or losses. Deferred tax is determined using the tax rates and laws in force
as of the date of the balance sheet, and expected to be in force when the deferred tax receivables will
come due or deferred tax liabilities will be repaid.
Deferred tax receivables are recognised to the extent that there could be future taxable profit to use the
temporary difference that gives rise to the deferred tax receivables.
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Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
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(176) / (270)
Deferred tax receivables and liabilities are offset only if the offsetting of tax receivables and liabilities is
permitted by law, and provided that deferred tax receivables and liabilities are determined by the same
tax authority to the tax paying entity or different entities, and the intention has been expressed to proceed
to settlement by way of offset.
2.21 Employee benefits
(a) Post-employment benefits
The employee benefits after their retirement include defined contribution programs and defined benefit
programs. The Group participates in various pension plans. Payments are defined by Greek law and the
funds’ regulations.
A defined benefit plan is a pension plan that defines a specific amount to a pension to be received by an
employee when he retires, which usually depends on one or more factors such as age, years of service
and level of salary.
A defined contribution scheme is a pension plan under which the Group makes fixed payments to a
separate legal entity. The Group has no legal obligation to pay further contributions if the fund does not
have sufficient assets to pay to all employees the benefits relating to employee service in the current and
prior periods.
For defined contribution plans, the Group pays contributions to public social security funds on a
mandatory basis. The Group has no obligation other than paying its contributions. Contributions are
recognised as personnel costs when the debt arises. Prepaid contributions are recognised as an asset if
there is a cash refund possibility or offsetting against future debts.
The liability that is reported in the balance sheet with respect to defined benefit schemes is the present
value of the liability for the defined benefit on the balance sheet date, less the fair value of the scheme’s
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 determined by
discounting future cash flows at a discount rate equal to the rate of long-term investment grade corporate
bonds that have a maturity approximately equal to the pension plan.
The current service cost of the defined benefit scheme that is recognised in the income statement in
Salaries and wages reflects the increase in the defined benefit obligation resulting from an employee’s
service in the current period, benefit changes, cutbacks and settlements. The recognised prior service cost
is directly recognised in profit/(loss).
Net interest cost is assessed as the net amount between the obligation for the defined benefit scheme
and the fair value of the assets of the scheme on the prepayment interest rate.
Actuarial gains or losses arising from experience adjustments and changes in actuarial assumptions are
charged or credited to Other comprehensive income in the period in which they arise.
Prior service costs are recognised directly in the income statement.
(b) Employment termination benefits
Termination benefits are payable when employment is terminated before the normal retirement date, or
when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognizes
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
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(177) / (270)
these benefits at the earliest of the following dates: (a) when the Group can no longer withdraw the offer
of such benefits, and b) when the Company recognizes restructuring costs falling within the scope of IAS
37 and includes the payment of termination benefits. In the case of an offer made to encourage voluntary
redundancy, retirement benefits are calculated based on the number of employees expected to accept
the offer. When such termination benefits are deemed payable in periods that exceed 12 months from
the Balance Sheet date, then they must be discounted at their current value.
In the case of employment termination, where the number of employees to use such benefits cannot be
determined, the benefits are disclosed as contingent liability but are not accounted for.
(c) Option Benefit Plan
The Group operates an option benefit program in which the company receives services from employees
in exchange for Group equity securities. The fair value of employee services received in exchange for
equity securities is recognised as an expense, with a corresponding increase in equity. The total amount
to be recognised as an expense during the period of maturation is determined in relation to the fair value
of the rights granted, excluding the effect of any non-market safeguarding conditions. At each Balance
Sheet date, the Group reviews the estimates for the number of options that are expected to be taken up.
The effect, if any, of revising the initial estimates on the results is recognised by adjusting equity
accordingly.
When options are exercised, the company issues new shares. Receipts collected, net of any direct
transaction costs, are credited to share capital (at par value) and to the premium reserve when options
are exercised.
2.22 Provisions
Provisions for environmental restoration, pending litigation, heavy maintenance of motorways and other
cases are recognised when an actual legal or assumed commitment exists as a result of past events and
the settlement of such commitment will likely require an outflow of resources, where the required amount
can be reliably estimated.
When concession contracts (note 2.24) include the concessionaire’s contractual obligation to maintain the
infrastructure at a certain service level or restore the infrastructure to a certain state before delivering it
to the grantor at the end of the concession period, the Group, as concessionaire, acknowledges and values
this obligation under IAS 37.
Provisions are recognised on a discounted basis when the effect of the time value of money is significant,
using a pre-tax rate which reflects current market assessments of the time value of money and the risk
specific to the liability. When provisions are discounted, the increase in provisions due to the lapse of time
is recognised as a financial expense. Provisions are reviewed at each date of financial statements, and if
an outflow of funds to settle the obligation is unlikely, they are reversed in the income statement.
2.23 Revenue recognition
Through its respective segments the Group is active in the construction of public and private projects,
operation of motorways, the sale of wind power and biogas, waste management and the leasing of
investments in property.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(178) / (270)
(178) / (270)
Revenue from contracts with customers is recognised when the customer acquires control over the goods
or services for an amount reflecting the consideration that the Group expects to be entitled to in exchange
for those goods or services. The new standard establishes a five-stage model for measuring revenue from
contracts with customers:
1. Identification of contract with the customer.
2. Identification of the performance obligations.
3. Determination of the transaction price.
4. Allocation of the transaction price to the performance obligations of the contract.
5. Recognition of revenues when or while a financial entity fulfils the performance obligation.
The underlying principle is that an entity will recognise revenue to depict the transfer of goods or services
to customers at an amount that the entity expects to be entitled to in exchange for those goods or
services. It also contains principles that an entity will apply to determine the measurement of revenue and
timing of when it is recognised. In accordance with IFRS 15, revenue is recognised when a customer
obtains control of the goods or the services, determining the time of the transfer of control - either at a
specific point in time or over time.
Revenue is defined as the amount that a financial entity expects to be entitled to as consideration for the
goods or the services it transferred to any customer, with the exception of the amounts collected on
behalf of third parties (value added tax, other sales taxes). Variable amounts are included in the price and
are calculated either with the “expected value” method or the “most probable amount” method.
A customer receivable is recognised when the financial entity has an unconditional right to collect the
price for obligations of the contract fulfilled towards the customer.
Trade receivables from contracts with customers appear as ‘Contractual assets’ under the item ‘Trade and
other receivables’ and trade payables appear as ‘Contractual liabilities’ under ‘Trade and other payables’.
The Group is active in the segments of construction, concessions, wind power generation, environment,
real estate development. The Group divides its revenue into income from construction, revenue from
services, revenue from sale of goods, revenue from motorway operations, and income from leasing.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(179) / (270)
(179) / (270)
Income from construction contracts
Contracts with customers in this category relate to the construction of public works (motorways, bridges,
ports, wastewater treatment, waste management plants, electricity (DEI) and water (EYDAP) supply
networks, metro transport systems, railways) and private projects (hotels, buildings, mining installations,
photovoltaic projects, pipelines natural gas).
More specifically:
• Each construction contract contains a unique obligation for the constructor. Even where contracts
provide both for the design and the construction of a project, constructors essentially have a
single obligation, as they have promised the customer to deliver a project of which goods and
services are individual components.
• Contractual revenue is recognised over the duration of the contract, using a method of calculating
income from construction contracts which is based on the cost to cost method.
• Under IFRS 15, any variable consideration, i.e. claims resulting from the costs of delay or
acceleration, bonus reward systems, supplementary works, must be recognised only to the extent
that it is highly probable that this will not result in revenue reversal in the future. The process
used to assess the probability of variable consideration recovery must take into account past
experience, adapted to the conditions of the current contracts.
The conditions set by the standard for the recognition of additional claims are consistent with the
current Group policy, under which the costs of delay or acceleration and supplementary works
are recognised when the negotiations for their collection have made considerable progress or
when they are supported by the estimates of independent professionals.
• Expenses that may be capitalised relate to costs arising after a project is undertaken. Some
examples of such expenses are the provisional worksite installation construction costs and the
equipment and employee relocation costs.
• Contracts with customers may provide for the retention of a part of the invoiced receivables,
which is usually paid to the constructor at the end of the project. Retentions receivable serve as
a security for the customer, in case that the contractor does not fulfill its contractual obligations
and are not linked to any financing to the customer. Therefore, the Group concluded that there
is no significant impact as a result of financing.
If the Group (or the Company) satisfies its contractual obligations by transferring goods or services to a
customer before the customer pays the consideration or before the payment is due, the Group (or the
Company) presents the contract as a contract asset. A contract asset is an entity's right to consideration
in exchange for goods or services that the entity has transferred to a customer, e.g. when construction
services are transferred to the customer before the Group (or the Company) is entitled to issue an invoice.
If the customer pays a consideration or the Group (or the Company) maintains a right in a consideration,
which is unconditional before the fulfillment of obligations under the contract for the transfer of the
services, then the Group (or the Company) depicts the contract as a contract liability. A contract liability
is de-recognised when the obligations under the contract are fulfilled and the income is recorded in the
income statement.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(180) / (270)
(180) / (270)
Income from provision of services
There are contracts with customers for the provision of operating, maintenance or/or construction project
management services, such as railways, airports, wastewater treatment centers, waste treatment plants,
etc. Revenue from service provision is recognised during the accounting period during which the services
are provided and measured in accordance with the nature of the services provided, using either the
“output methods” or the “input methods” and mainly concern the sectors Construction and Environment.
Income from the provision of services and real estate management is recorded in the period during which
the services are rendered, based on the stage of completion of the service in relation to total services to
be provided.
Revenue from goods sold
Revenue from goods sold is recognised at the time the buyer acquires control. Revenue from sale of
goods is recognised on delivery to the buyer, provided that there is no unfulfilled obligation that could
affect the acceptance of the goods by the buyer which might be calculated within the consideration
specified in the contract with the customer. Revenue from the sale of goods originates from the sale of
energy, biogas and recyclable and quarry products.
Other revenues from motorway operation
Revenue from motorway operations is recognised when users pass through.
2.24 Service Concession Arrangements
With regard to Service Concession Arrangements whereby a public sector body contracts with a private
operator for the provision of services, the Group applies IFRIC 12, provided that the following two
conditions are met:
a) the grantor controls or determines which services the operator should provide to whom and at which
price, and
b) the grantor controls any other significant interests in the infrastructure upon completion of the
concession arrangement period.
In accordance with IFRIC 12, such infrastructures are not recognised as tangible assets of the operator,
but as a Financing Contribution of the State under financial assets (financial asset model), and/or as a
Concession Right under intangible assets (intangible asset model), depending on the contractually agreed
terms.
i) Guaranteed receipt from grantor (Financial Asset model)
As an operator, the Group recognises a financial asset to the extent that it has an unconditional contractual
right to receive cash or another financial asset from the grantor for the construction services.
In the case of service concession contracts, the operator has the unconditional right to receive cash if the
grantor contractually guarantees to pay the operator:
a) specified or determinable amounts, or
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(181) / (270)
(181) / (270)
b) the shortfall, if any, between amounts received from users of the public service and specific or
determinable amounts provided for in the concession contract.
Financial assets resulting from the application of IFRIC 12 are recorded in the Statement of Financial
Position as ‘Guaranteed receipt from grantor’ and recognised at depreciable cost based on the effective
rate method. The effective rate method is equivalent to the grantor’s cost of borrowing. In the event of a
revision of the estimated cash flows, the market value of the financial contribution should be adjusted.
The adjusted value is determined as the net present value of the revised cash flows discounted at the
original effective interest rate. The result of revaluations appears under ‘Other profits/(losses)’ in the
Income Statement.
In this category is the concession contract between the Group’s subsidiary EPADYM (concessionaire) and
the contracting authority DIADYMA SA (Grantor) which has undertaken the design, financing,
construction, operation and maintenance of the infrastructure for the Integrated Waste Management
System for 27 years. According to the agreement, the guaranteed minimum amount of processed waste
amounts to 90,000 tons per year and the selling price is determined contractually. At the end of the
concession all rights and titles to the assets will be transferred to the grantor (note 14). Construction was
completed in June 2017 and since that time the company has entered the operational phase.
ii) Concession Right (Intangible Asset Model)
As an operator, the Group recognises an intangible asset to the extent that it receives a right (license) to
charge users of the public service. The right to charge users of a public service does not constitute an
unreserved right to collect cash, since the amounts collected depend on whether the public uses such
service.
Intangible assets resulting from the application of IFRIC 12 are recorded under Intangible Assets in the
Statement of Financial Position, analysed as a “Concession Right” and valued at acquisition cost less
depreciation. Depreciation is carried out using the straight line method during the Concession contract.
The concession agreement of ATTIKI ODOS belongs to this category, which concerns the design,
construction, financing and operation of the motorway Elefsina - Stavrou, Spata Airport and Western
Ymittos Ring Road for the period 2001 to 2024.
iii) Guaranteed receipt from grantor and Concession Right (Mixed-Model)
When the service concession contract anticipates that the operator will be remunerated for the
construction services partly with a financial asset and partly with an intangible asset, the Group recognises
each component of its remuneration separately, according to the above (Guaranteed receipt from grantor
and Concession Right).
The above model (Mixed Model) applies to the concession agreement of subsidiary MOREAS SA, a
company that has undertaken the construction, operation and exploitation of the Corinth-Tripoli-
Kalamata motorway and the Lefktro-Sparta section for 30 years (until 2038). According to the concession
agreement, the operator is remunerated for the construction services through grants from the state
(Guaranteed receipt from grantor) as well as from collections from the motorway users (Concession right).
Construction of the project was completed in December 2016.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(182) / (270)
(182) / (270)
The Group recognises and accounts for the revenues and costs associated with construction or upgrading
services, as well as the revenues and costs associated with operation services, in accordance with IFRS 15
(note 2.23).
2.25 Distribution of dividends
The distribution of dividends to equity holders of the parent company is recognised as a liability when
the distribution is approved by the General Meeting of the shareholders.
2.26 Grants
Government grants are recognised at their fair value where there is a reasonable assurance that the grant
will be received, and the Group will comply with all stipulated conditions.
Government grants relating to costs are deferred and recognised in the income statement to match them
with the costs that they are intended to compensate.
Government grants regarding the purchase of fixed assets or the construction of projects are included in
long-term liabilities as deferred state grants and are recognised as income through profit and loss using
the straight-line method, according to the asset expected useful life.
Grants received to finance Concession contracts are presented in accordance with IFRIC 12 as a reduction
to the Guaranteed receipt from grantor (note 2.24).
2.27 Recognition of other income
Income from interest
Interest income is recognised on an accrual basis using the effective rate method. In case of impairment
of borrowings and receivables, interest income is recognised using the rate, which discounts future, flows
for impairment purposes.
Income from dividends
Dividends are accounted for as income when the right to receive payment is established.
2.28 Trade and other payables
Trade liabilities are usually obligations to make payment for products or services obtained during
performance of typical commercial activity by suppliers. The accounts payable are classified as short-term
liabilities if the payment is due within not more than one year. If not, they are classified as long-term
liabilities. Trade liabilities are initially recognised at fair value and are subsequently measured at
depreciable cost using the effective interest method.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(183) / (270)
(183) / (270)
2.29 Reclassifications and rounding of items
The figures contained in these financial statements have been rounded to the nearest €‘000. Potential
discrepancies that may arise are due to rounding.
On 31.12.2022 the comparative funds of the Income Statement are presented in accordance with the
provisions of IFRS 5. For more information, see Note 6 “Assets Held for Sale and Discontinued Operations”.
In the Statement of Financial Position, in Non-current assets, a new line was added with the description
"Rights-of-use assets” and for this reason the amount of €96,282 thousand was reclassified to this line in
the consolidated figures and €7,144 thousand in the Company's figures, from the "Property, plant and
equipment" line (note 7).
No other reclassifications have been made to the comparative accounts of the Statement of Financial
Position, the Income Statement or the Statement of Cash Flows, except in tables of relevant notes, so that
the information provided in these notes is comparable to that of the current year.
The above reclassifications do not affect equity or results.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(184) / (270)
(184) / (270)
3 Financial risk management
3.1 Financial risk factors
Due to its multidimensional activity inside and outside the country, the Group is exposed to multiple
financial risks. The Group's Financial Services Department, as the owner of the financial risks, has, in
collaboration with the Risk Management Department and with the supervision of the Internal Audit
Division, identified, demarcated and evaluated the risks in question, the negative effect of which - with
targeted interventions - it tries to mitigate, continuously monitoring the results of management actions
against the individual risks of this category. More generally, Financial Risks may occur due to the
impossibility of safely predicting the evolving conditions of the markets and the fluctuation of cost/benefit
variables that may arise from the effect of extraordinary events and geopolitical developments with a
prolonged and unforeseeable duration.
Financial Risks are dealt with by the Company through the establishment of relevant procedures and by
constantly monitoring compliance with them in each Financial Management function, with an emphasis
on functions related to: market risks within and outside the country – depending on the Group's activity,
foreign exchange risk, interest rate risk, liquidity risk, credit risk and risk from changes in prices and values,
which are addressed with appropriate management (e.g. use of derivatives and non-derivative financial
instruments, as well as short-term investment of cash) within the framework of risk tolerance and risk
appetite, as defined by the Company's Board of Directors.
(a) Market Risk
Market risk is related to the Group's business sectors and geographical scope of operations. Indicatively,
the Group is exposed to risk from changes in the economic circumstances prevailing in the countries in
which it operates, such as instability of the political system, changes in the economic framework regarding
matters of taxation, transactions and labor circumstances (labor legislation), as well as monetary policy
issues in general (change in exchange rates and borrowing rates). The Group’s financial departments are
closely monitoring the trends in the individual markets in which it operates and plan actions for prompt
and efficient adaptation to the individual markets’ new circumstances. At the same time, the Group's
strategy for the countries eligible to operate is also being updated.
i) Foreign currency risk
The Group operates actively in foreign countries, mostly in the regions of Southeastern Europe. With
respect to its activities in the Middle East, the Group is exposed to foreign exchange risk relating mainly
to the exchange rates of local currencies. Proceeds are made in local currency and mostly in US Dollars
and despite the fact that the larger portion of the cost and expenses are made in the same currency, a
foreign exchange risk exists for the remaining part. Foreign exchange risk, where deemed to be significant
and as appropriate, can be offset by the use of derivative forward contracts. These derivatives are priced
at their fair values and are recognised as a receivable or a liability in the financial statements. The following
table presents the main financial assets and liabilities of the Group which carry exposure to foreign
exchange risk (amounts in thousands of €):
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
31-Dec-22
Currency from which the Group is exposed to foreign
exchange risk:
USD
EUR*
Functional currency of subsidiary or subsidiary branch
ALL
ARS
CLP
ALL
Claims
37,000
-
702
11
Trade and other payables
(5,721)
(2,553)
-
(1,126)
31-Dec-21
Currency from which the Group is
exposed to foreign exchange risk:
USD
EUR*
Functional currency of subsidiary or
subsidiary branch
ALL
ARS
CLP
AUD
ALL
AUD
GBP
CLP
Claims
46,148
-
1,024
-
403
-
-
-
Trade and other payables
(3,603)
(2,445)
(700)
(3,470)
(4,435)
(1,289)
(428)
(220)
* The Group has exposure to foreign exchange risk in relation to the euro, which arises from balances of receivables and
suppliers and other liabilities of subsidiaries and branches of Greek subsidiaries based abroad that deal in currencies
other than their functional currency.
*It is noted that in Qatar the Group's activities are limited to the facility management level, therefore any risk is
considered to be zero.
The Group, as compared to 31 December 2021, has no exposure to foreign exchange risk with the
Australian dollar as balances with suppliers have been repaid.
(185) / (270)
(185) / (270)
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(186) / (270)
(186) / (270)
Analysis of sensitivity to exchange rate fluctuations
The following table shows the changes in the Group's profitability under potential changes in floating
exchange rates, with all other variables held constant.
Impact on profit/(loss)
for the fiscal year
2022
2021
Exchange rate revaluation of 5% against the euro
(1,438)
(1,630)
Exchange rate devaluation of 5% against the euro
1,438
1,630
The Company does not face significant foreign exchange risk, since the majority of its transactions are in
Euros.
(ii) Cash flow risk due to change in interest rates
The Group holds significant interest-bearing assets comprised of sight deposits, short-term bank deposits,
time deposits of more than 3 months, as well as European Investment Bank and the European Financial
Stability Facility (EFSF) bonds. The Group's exposure to the risk of fluctuations in interest rates comes
mainly from bank loans, given that the increasing trends are directly recorded in lending rates. The Group
is exposed to floating interest rates prevailing in the market, which affect both the financial position and
the cash flows. The cost of borrowing varies as a result of these changes, creating profit or losses. It
should be noted that the fluctuation in interest rates in recent years has been caused primarily by changes
in lending margins (spread) and to a lesser extent by changes in base interest rates (e.g. Euribor), which
changed in 2022 with the significant change in interest rates. It should be pointed out that during 2022,
the key lending rate of the ECB increased by 200 basis points (from 0.75% to 2.75%), incrementally
reshaping the burden of lending interest on floating rate loans and on new fixed rate loans.
As of 31 December 2022, the debt ratio at fixed interest against the Group's total borrowings amounted
to 79.2% (2021: 76.8%).
Exposure to changes in interest rates and the dates of repricing the contracts are presented in the
following table:
GROUP
FIXED
FLOATING RATE
RATE
up to 6
months
6 – 12
months
>12 months
Total
31 December 2022
Total loans & lease obligations
204,126
96,361
59,547
1,270
361,305
Effect of interest rate swaps
393,654
-
-
-
393,654
597,780
96,361
59,547
1,270
754,958
31 December 2021
Total loans & lease obligations
861,343
323,988
29,524
116
1,214,970
Effect of interest rate swaps
308,576
-
-
-
308,576
1,169,919
323,988
29,524
116
1,523,546
Of total borrowings, the sum of €204.1 million represents fixed interest rate loans with an average interest
rate of 5.12% (compared to €861.3 million with an average interest rate of 6.23% for 2021 which mainly
concerned the Bond Loan in international capital markets with a total nominal value of €670 million), while
for an additional €393.7 million there is an interest rate risk hedge (includes hedging and loan margin)
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(187) / (270)
(187) / (270)
with an average interest rate of 4.48% (compared to €308.6 million with an average interest rate of 6.02%
for 2021). All other borrowings, amounting to €157.2 million (compared to €353.6 million in 2021) are
floating rate loans (e.g. loans in euros, Euribor + margin).
COMPANY
FIXED
FLOATING RATE
RATE
up to 6
months
Total
31 December 2022
Total borrowings
4,153
97,500
101,653
4,153
97,500
101,653
31 December 2021
Total borrowings
670,304
279,504
949,807
670,304
279,504
949,807
On 31.12.2021 the total fixed interest rate borrowing amounting to €670.3 million mainly related to the
Bond Loan in the international capital markets amounting to €662 million and total nominal value of €670
million, which on 31.12.2022 had been fully repaid, two years earlier than its scheduled expiration date
(note 25).
The Management of the Group systematically monitors interest rate fluctuations on an ongoing basis and
evaluates the need to make hedging arrangements, if and when such risks are considered to be significant.
In the context of offsetting risk, Group companies may take on interest swap contracts and other interest
rate derivatives.
It should be noted that most of the borrowing is in Euros. As a consequence interest rate risk is primarily
derived from the fluctuations of the Euro interest rates and secondly, from the interest rate fluctuations
in other currencies for which bank loans exist.
The Group monitors the duration and nature of the financing needs of the subsidiaries and the decision-
making process. In particular, decisions on the term of loans as well as the relation between floating and
fixed interest rates are considered by the management on an individual basis, depending on the purpose
of the financing.
Analysis of the sensitivity of Group and Company borrowings to interest rate fluctuations
At Group level, a reasonably likely change in interest rates of one hundred base points (1%
increase/decrease) would lead to a decrease/increase in profit before tax for 2022, all other variables
being equal, of €1,572 thousand (2021: €3,536 thousand). It should be noted that the aforementioned
change in earnings before tax is calculated on the floating rate loan balances at year end and does not
include the positive effect of interest income from cash deposits and cash equivalents.
At the parent company level, a reasonably likely change in interest rates of one hundred base points (1%
increase/decrease) would lead to a decrease/increase in profit before tax for 2022, all other variables
being equal, of €975 thousand (2021: €2,795 thousand). It should be noted that the aforementioned
change in earnings before tax is calculated on the floating rate loan balances at year end and does not
include the positive effect of interest income from cash deposits and cash equivalents.
(iii) Price risk
The Group is exposed to risk relating to the fluctuation of the fair value of its financial assets which can
affect the financial statements, as relevant gains or losses from fair value adjustments will be recorded as
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(188) / (270)
(188) / (270)
a reserve under equity until these assets are sold. The holdings of the Group which are classified as Level
1 are insignificant, and therefore the risk from exposure thereto is very low. The Company is not exposed
to price risk.
(b) Credit Risk
The Group has developed policies and procedures with adequate safeguards in order to ensure that
transactions are conducted with customers of sufficient credit rating. Due to prevailing market conditions,
extremely strict control is exercised over new contracts and the procedures for monitoring progress of
works, invoices and receipts. The Group closely monitors the balances of its debtors and receivables, as
well as contractual assets where credit risk is identified which are assessed in accordance with established
methods and procedures and the appropriate provisions for impairment are formed.
Most of the receivables and contractual assets relate to receivables from public works in Greece and
abroad which have been historically safe, while international development banks (EIB, EBRD etc.)
participate in the financing of ongoing projects, which ensures smooth progress and contributes to the
reduction of credit risk. Regarding Greek government projects, monthly certifications are carried out,
which are approved within the statutory deadlines, followed by billing and collection.
Receivables from the Greek public sector are detailed in the following table:
GROUP
COMPANY
Note
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Trade receivables - Public sector
49,068
40,765
-
189
Retentions receivable - Public sector
810
4,218
-
-
Contract assets
122,918
102,198
-
-
Taxes and other receivables from insurance
organisations
49,183
56,241
2,942
11,991
Guaranteed receipt from grantor
15
216,782
266,140
-
-
438,762
469,562
2,942
12,180
With regard to loans to related parties and other financial assets at amortized cost, the Group assesses
the exposure of these financial assets to credit risk, and then forms appropriate provisions. Loans to
related parties are secondary loans to major infrastructure companies (active in the production of
significant cash flows), while other financial assets at amortised cost can be liquidated immediately, and
are safe investments in securities issued by international financial institutions. The credit risk associated
with these categories is considered to be limited.
Potential credit risk exists in cash and cash equivalents, time deposits and committed deposits. In these
cases, the risk may arise from the inability of counterparties to meet their obligations to the Group. In
order to manage this credit risk, the Group sets limits to the degree of exposure for each financial
institution, within the scope of the policies of the Board of Directors. The credit risk associated with these
categories is considered to be limited.
As a consequence, the Company is not exposed to significant credit risk, since the majority of receivables
are receivables from the Greek State and cash and cash equivalents are held by financial institutions, which
set limits on levels of exposure. Loans to bonds are assessed separately on a case-by-case basis.
(c) Liquidity risk
To manage liquidity risk, the Group budgets and regularly monitors the progress of its financing and other
cash obligations, as well as its cash flows to ensure the availability of adequate cash and cash equivalents
as well as of credit facilities (working capital financing, letters of guarantee etc.) to meet their needs,
including the capability for intra-company borrowing and planned dividend distributions.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
The Group's loan liabilities continue to be serviced both in terms of capital and interest, both from existing
cash and cash equivalents and from the generation of positive operating cash flows.
The management of the Group monitors and evaluates existing and budgeted levels of liquidity at regular
intervals, while it remains firmly committed to the reduction of the costs of financing. The table below
presents a detailed analysis of the maturing financial liabilities of the Group and Company as of
31 December 2022 and 2021 respectively:
GROUP
31 December 2022
MATURITY OF FINANCIAL LIABILITIES
Over 5
Within 1 year
1 to 2 years
2 to 5 years
years
Total
Trade and other payables
328,178
46,014
1,904
2,604
378,700
Lease liabilities*
4,393
2,021
2,593
145,907
154,914
Financial derivatives
13,004
4,290
11,771
12,580
41,644
Borrowings*
149,273
64,909
194,878
405,305
814,365
31 December 2021
MATURITY OF FINANCIAL LIABILITIES
Within 1
Over 5
year
1 to 2 years
2 to 5 years
years
Total
Trade and other payables
380,774
21,698
33,141
1,527
437,141
Lease liabilities*
4,375
8,751
6,604
140,718
160,448
Financial derivatives
16,483
15,730
49,528
50,568
132,309
Borrowings*
147,015
134,668
968,512
472,635
1,722,829
COMPANY
31 December 2022
MATURITY OF FINANCIAL LIABILITIES
Within
1 year
1 to 2 years
2 to 5 years
Over 5 years
Total
Trade and other payables
4,357
1,082
441
-
5,879
Lease liabilities*
1,908
-
-
-
1,908
Borrowings*
2,447
97,647
-
-
100,094
31 December 2021
MATURITY OF FINANCIAL LIABILITIES
Within 1
Over 5
year
1 to 2 years
2 to 5 years
years
Total
Trade and other payables
22,657
8,582
30,470
-
61,709
Lease liabilities*
2,000
2,189
1,165
3,715
9,069
Borrowings*
98,428
89,107
829,820
93,450
1,110,805
*Borrowings include remaining outstanding capital plus interest at fixed and floating interest rate until maturity.
The above amounts are presented in contractual, non-discounted cash flows and therefore are not
equivalent to the respective amounts shown in the financial statements with respect to the item ‘Suppliers
and other liabilities’, ‘Financial lease commitments’, ‘Financial derivatives’, or ‘Loans’.
The item ‘Trade and other liabilities’ is exclusive of amounts deriving from advances from customers,
advance payments from operating leases, contractual obligations and social security and other taxes or
duties.
(189) / (270)
(189) / (270)
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(190) / (270)
(190) / (270)
3.2 Cash management
Capital management is aiming in the safeguard of the continuity of operations of Group companies, the
achievement of its developing plans along with Groups credit rating
To assess the creditworthiness of the Group, it is necessary to evaluate its net debt (i.e. total long-term
and short-term liabilities owed to banks and bondholders less cash and cash equivalents), but excluding
borrowings without recourse (non-recourse debt), and the corresponding cash and cash equivalents
related to projects that meet their debt obligations through their respective cash flows.
Net borrowings of the Group as of 31.12.2022 and 31.12.2021 are detailed in the following tables:
31-Dec-22
Total Group
Less: MOREAS SA
(non-recourse
loan)
Group sub-total
(excluding MOREAS SA
non-recourse loan)
Short-term borrowings
119,586
18,948
100,638
Long-term borrowings
572,017
387,644
184,373
Total borrowings*
691,603
406,592
285,011
Less:
Cash and cash equivalents
413,487
20,534
392,953
Restricted cash deposits
75,127
20,898
54,230
Time Deposits over 3 months
10,000
-
10,000
Other financial assets at depreciable cost
9,415
-
9,415
Cash and assets that can be immediately
liquidated
508,029
41,431
466,598
Net Debt/(Cash)
183,573
365,160
(181,587)
Total Group Equity
913,524
Total Capital Employed
731,937
Gearing Ratio
(0.248)
31-Dec-21
Total Group
Less: MOREAS SA
(non-recourse
loan)
Group sub-total
(excluding MOREAS SA
non-recourse loan)
Short-term borrowings
81,986
20,208
61,778
Long-term borrowings
1,378,992
405,696
973,296
Total borrowings*
1,460,978
425,904
1,035,074
Less:
Cash and cash equivalents
357,881
4,059
353,821
Restricted cash deposits
74,449
9,198
65,252
Time Deposits over 3 months
31,905
-
31,905
Other financial assets at depreciable cost
6,157
-
6,157
Cash and assets that can be immediately
liquidated
470,392
13,257
457,135
Net Borrowing
990,586
412,647
577,939
Total Group Equity
363,307
Total Capital Employed
941,246
Gearing Ratio
0.614
(*) Does not include short-term and long-term lease liabilities (IFRS16) for €63.4 million as at 31 December 2022 and €62.6
million as at 31 December 2021 (Note 25)
The gearing ratio as of 31.12.2022 for the Group, excluding the non-recourse loan, is calculated at -24.8%
(31.12.2021: 61.4%). This ratio is calculated as the quotient of net debt to total employed capital (i.e. total
equity plus net debt).
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(191) / (270)
(191) / (270)
At parent company level, total borrowing as of 31.12.2022 amounted to €99,800 thousand (31.12.2021:
€942,661 thousand). The gearing ratio as of 31.12.2022 for the Company is calculated at -1.03%
(31.12.2021: 70.8%).
The table below presents cash and non-cash flows in net borrowings (cash) for 2022:
GROUP
Less: Cash and cash equivalents
Total
borrowin
gs*
Cash and
cash
equivalents
Restricted
cash deposits
Time Deposits
over 3 months
Bonds
held to
maturity
Net
Borrowing
01.01.2022
1,035,074
353,821
65,252
31,905
6,157
577,939
Cash movements
(552,106)
38,729
3,748
(21,905)
3,185
(575,864)
Non-cash movements:
Foreign exchange
differences
(34)
402
71
-
-
(508)
Capitalised interest
166
-
-
-
-
166
Amortisation of loan
costs
13,458
-
-
-
72
13,386
Non-cash transactions
(3,906)
-
-
-
-
(3,906)
Sale of the RES sector
(207,640)
-
(14,841)
-
-
(192,799)
31.12.2022
285,011
392,952
54,230
10,000
9,415
(181,586)
(*) Does not include short-term and long-term liabilities (IFRS16) for €63.4 million from leasing as at 31 December 2022 (Note
25)
(**) Group Sub-total (excluding items MOREAS SA: non-recourse loan)
COMPANY
Less: Cash and cash equivalents
Total
borrowings*
Cash and cash
equivalents
Restricted cash deposits
Net
Borrowing
01.01.2022
942,661
76,503
18,296
847,863
Cash movements
(646,897)
32,064
(3,454)
(675,507)
Non-cash movements:
-
-
-
-
Amortisation of loan costs
11,676
-
-
11,676
Sale of the RES sector
(207,640)
-
(14,841)
(192,799)
31.12.2022
99,800
108,567
-
(8,767)
(*) Does not include short-term and long-term liabilities (IFRS16) for €7.1 million from leasing as at 31 December 2021 (Note
25)
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(192) / (270)
(192) / (270)
3.3 Fair value determination
The financial instruments carried at fair value at the balance sheet date are classified under the following
levels, in accordance with the valuation method:
- Level 1: for assets traded in an active market and whose fair value is determined by the market prices
(unadjusted) of similar assets.
- Level 2: for assets and liabilities whose fair value is determined by factors related to market data, either
directly (that is, as prices) or indirectly (that is, derived from prices).
- Level 3: for assets and liabilities whose fair value is not based on observable market data, but is mainly
based on internal estimates.
The table below presents a comparison of the book values of the Group's financial assets and liabilities at
amortised cost and their fair values:
GROUP
Book value
Fair value
31-Dec-22
31-Dec-
21
31-Dec-22
31-Dec-
21
Financial assets
Other financial assets at amortised cost
-
6,157
-
6,163
Long-term receivables
56,087
79,343
77,543
91,638
Financial liabilities
Short-term and long-term loans and lease liabilities
754,958
861,267
766,843
862,240
Bond loan issue on international capital markets
-
662,280
-
640,863
COMPANY
Book value
Fair value
31-Dec-22
31-Dec-
21
31-Dec-22
31-Dec-
21
Financial assets
Long-term receivables
104,669
191,845
107,354
206,341
Financial liabilities
Short-term and long-term loans and lease liabilities
1,853
286,649
1,853
285,227
Short and long-term loans from related parties
99,800
663,158
99,800
640,863
The fair values of short-term trade receivables and trade and other payables approximate their book
values. The fair values of other loans and long-term receivables are determined on the basis of discounted
future cash flows using discount rates that reflect current loan interest rate and are included in the
hierarchy of fair values at level 3.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(193) / (270)
(193) / (270)
The table below presents the Group’s financial assets and liabilities at fair value as of 31 December 2022
and 31 December 2021.
CLASSIFICATION
LEVEL 1
LEVEL 2
LEVEL 3
TOTAL
31 December 2022
Financial assets
Financial assets at fair value through other comprehensive
income
878
-
58,545
59,423
Derivatives used for hedging
-
10,962
-
10,962
Financial liabilities
Derivatives used for hedging
-
31,015
-
31,015
31 December 2021
Financial assets
Financial assets at fair value through other comprehensive
income
907
-
55,720
56,627
Financial liabilities
Derivatives used for hedging
-
100,233
-
100,233
The fair value of financial assets traded on active money markets (e.g. derivatives, equities, bonds), is
determined on the basis of the published prices available at the balance sheet date. An ‘active’ money
market exists where there are readily available and regularly revised prices, which are published by the
stock market, money broker, sector, rating organisation or supervising organisation. These financial tools
are included in level 1. This level is mainly comprised of investments in Greek shares of companies listed
on the Athens Stock Exchange and these are classified as financial assets recorded at fair value through
other comprehensive income.
The fair value of financial assets traded on active money markets (e.g. derivatives traded outside a
derivative market) are determined by measurement methods based primarily on available information on
transactions carried out on active markets and using less the estimates made by the economic entity.
These financial tools are included in level 2.
The fair value of mutual funds is determined based on the net asset value of the relevant fund.
Where measurement methods are not based on available market information, the financial tools are
included in level 3.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(194) / (270)
(194) / (270)
The following table presents the changes to Group 3 financial assets for the fiscal years 2022 and 2021:
GROUP
31-Dec-22
31-Dec-21
At year start
55,720
57,997
Additions
1,700
-
Change in fair value through other
comprehensive income
1,125
(2,278)
At year end
58,545
55,720
Level 3 investments as of 31 December 2022 and on 31 December 2021 are as follows:
Non-listed securities:
Fair value of
investment as
at 31.12.2022
Fair value calculation method
Other information
OLYMPIA ODOS SA
49,255
Dividend yield discount
Cost of capital: 10%
OLYMPIA ODOS OPERATIONS SA
8,094
Dividend yield discount
Cost of capital: 10%
Other investments
1,196
Equity method at fair values
Fair value of equity as at
31.12.2022
Non-listed securities:
Fair value of
investment as
at 31.12.2021
Fair value calculation method
Other information
OLYMPIA ODOS SA
47,875
Dividend yield discount
Cost of capital: 8.1%
OLYMPIA ODOS OPERATIONS SA
6,648
Dividend yield discount
Cost of capital: 8.1%
Other investments
1,196
Equity method at fair values
Fair value of equity
31.12.2021
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(195) / (270)
(195) / (270)
4 Critical accounting estimates and judgments of the management
Estimates and judgments are continuously evaluated and are based on historical data and expectations
for future events, as considered reasonable under the circumstances.
4.1 Significant accounting estimates and assumptions
Annual financial statements along with the accompanying notes and reports may involve certain
judgments and calculations that refer to future events regarding operations, development, and the
financial performance of the Company and the Group. Despite the fact that such assumptions and
calculations are based on the best possible knowledge of the Company's and the Group's management
in relation to current conditions and actions, the actual results may eventually differ from calculations and
assumptions taken into consideration during the preparation of the Company's and the Group's annual
financial statements.
Assessments and assumptions that involve important risk of causing future material adjustments to the
assets’ and liabilities’ book values:
(a) Estimates for construction contract budgeting
The Group uses percentage completion method based on costs (cost to cost method) for the
recognition of revenue from construction contracts. According to the percentage of completion
method, the Management has to make estimates relating to the following:
• the budget of the works execution cost and, therefore, the gross result;
• the recovery of claims from supplementary works or from project delay/speeding-up costs;
• the effect of contractual scope changes on the profit margin of the project;
• the completion of preset milestones according to the time schedule; and
• the provisions for loss-causing projects.
The Group Management examines quarterly any available information relating to the course of the
projects and revises the budgetary cost items, where appropriate.
(b) Provisions
(i) Provision for heavy maintenance
Pursuant to Concession Agreements, the Group subsidiaries ATTIKI ODOS SA and MOREAS SA
are obliged to maintain the quality of the motorways they operate.
The main heavy maintenance expenses concern the reconstruction of the pavement, the
maintenance of the electromechanical facilities and civil engineering works. The provisions are
based on the future maintenance projects, which take into account the available information
from the operation of the motorways, studies by external consultants, and measurements of the
operating features of the pavement and the rate of impairment thereof. Their purpose is to
properly distribute to the fiscal years the expenses to be incurred at specific milestones during
the period between the commencement and the conclusion of the operation.
Group Management monitors the aforementioned information and revises the future
maintenance plan when such information significantly deviates from the estimations.
Management has also put forward a plan for revising the heavy maintenance provisions of the
subsidiaries MOREAS SA and ATTICA ODOS SA on a regular basis. An increased uncertainty
concerning the Management’s estimates exists due to the lack of projects with similar
characteristics, the fluctuation of traffic load, in particular during the recent years, and the lack
of historical data as at the commencement of operation.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(196) / (270)
(196) / (270)
(ii) Income tax
Estimates are required in determining the provision for income tax. There are many transactions
and calculations for which the ultimate tax determination is uncertain. Where the final tax
outcome of these matters is different from the amounts that were initially recorded, such
differences will impact the income tax and deferred tax provisions in the period in which such
determination is made.
The Group recognises deferred taxes on provisional tax differences, taking into consideration
the applicable tax provisions each time, and estimating the future benefits and future liabilities
from taxes. During the recognition of deferred tax receivables, as well as during the evaluation
of the recoverability, the best possible estimates by Management are taken into consideration
for the progress of the tax results of the Group companies in the foreseeable future.
(c) Assessments on the impairment of tangible assets and investment property
Tangible assets and investment property are initially recognised at cost and subsequently depreciated
over their useful lives. The Group assesses at each reporting period whether there is evidence of
impairment of tangible assets and investment property. Impairment testing is based on market data
and the management’s estimates of future financial and operating conditions. For the testing of
impairment of tangible assets and investments in property, the Management cooperates with
independent valuers.
(d) Assessments on the impairment of concession arrangement
The concession right is recognised first on the cost, and is then amortised based on its useful life. The
Group assesses at each reporting period whether there is evidence of impairment of the concession
value. The recoverable amounts were determined using the value-in-use method. The value-in-use is
calculated by using cash flow forecasts based on Management’s financial models, until the end of the
useful life of each intangible asset.
(e) Estimates for impairment of investments in subsidiaries and associates
In accordance with accounting policy 2.3, the Company’s Management reviews indications of
impairment of investments in subsidiaries and associates on an annual basis. Where indications of
impairment exist, the Management calculates its recoverable value as the greater of fair value and
value in use.
The key assumptions used by Management in the context of estimating recoverable value of
investments are concerned with future flows and performance on the basis of business plans of the
companies which are checked for potential impairment, their growth rate in perpetuity, future working
capital, as well as the discount rate.
In addition, the Management reevaluates the value of investment in subsidiaries and associates in
cases of impairment of the value of their assets (tangible assets, investment in real estate).
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(197) / (270)
(197) / (270)
4.2 Critical judgments by Management regarding application of accounting principles
No significant judgments have been made by Management with regard to the application of accounting
principles.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(198) / (270)
(198) / (270)
5 Segment reporting
On 31.12.2022, the Group was operating primarily in 5 business segments:
• Construction
• Concessions
• Renewable Energy Sources (RES)
• Environment
• Real estate Development
Of the aforementioned business sectors, the RES sector was sold in December 2022 and for this reason
appears as Discontinued Operations, in accordance with the definitions of IFRS 5 (note 6).
The Managing Director and other members of the Board of Directors are responsible for making business
decisions. Having determined the operating segments, the above persons review the internal financial
reports to evaluate the Company’s and Group’s performance and to make decisions regarding fund
allocation. The Board of Directors uses various criteria to evaluate Group activities, which vary depending
on the nature, the maturity and special attributes of each field, having regard to any risks, current cash
needs and information about products and markets.
Note 43 refers to the activity sector in which each company in the Group operates.
Net sales for each segment are as follows:
1-Jan to 31-Dec-22
Construc
tion
Concessi
ons
Environ
ment
Land and
real estate
developme
nt
Other
Total
Continuing
Operations
Discontinue
d
Operations-
RES
Total
Total gross sales per
segment
554,744
269,026
122,456
9,820
544
956,590
99,502
1,056,092
Sales between segments
(11,950)
(377)
-
-
(221)
(12,548)
-
(12,548)
Net sales
542,795
268,649
122,456
9,820
322
944,042
99,502
1,043,544
1-Jan to 31-Dec-21
Construc
tion
Concessi
ons
Environ
ment
Land and
real estate
developme
nt
Other
Total
Continuing
Operations
Discontinue
d
Operations-
RES
Total
Total gross sales per
segment
462,749
233,294
115,090
7,575
521
819,229
105,661
924,890
Sales between segments
(8,736)
(389)
(64)
-
(220)
(9,409)
-
(9,409)
Net sales
454,013
232,905
115,026
7,575
302
809,820
105,661
915,482
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(199) / (270)
The results for each segment in fiscal year 2022 are as follows:
Constructi
on
Concessions
Environmen
t
Real estate
Developmen
t
Other
Write-offs
between
segments
Total Continuing
Operations
Discontinued
Operations
-RES*
Total
Total gross sales per segment
554,744
269,026
122,456
9,820
544
-
956,590
99,502
1,056,092
Sales between segments
-
-
-
-
-
(12,548)
(12,548)
-
(12,548)
Sales
554,744
269,026
122,456
9,820
544
(12,548)
944,042
99,502
1,043,544
Cost of sales (without depreciation)
(591,927)
(99,657)
(93,130)
(733)
(848)
12,202
(774,093)
(20,234)
(794,327)
Gross profit
(37,182)
169,370
29,326
9,087
(305)
(346)
169,949
79,268
249,217
Selling & administration expenses (without
depreciation)*
(19,228)
(16,067)
(10,359)
(3,191)
(12,499)
789
(60,555)
(919)
(61,475)
Other income and Other gain/(loss) (without
depreciation)*
54,734
(6,742)
(3,639)
163
5,584
(443)
49,657
(3,004)
46,653
Share of profit or loss from core activity participating
interests accounted for using the equity method
-
4,986
(12)
-
-
-
4,974
(156)
4,819
Earnings before interest, taxes and depreciation
(1,676)
151,546
15,316
6,059
(7,219)
-
164,025
75,189
239,214
Depreciation and amortisation
(6,787)
(68,406)
(5,703)
(1,695)
(1,006)
-
(83,597)
(12,389)
(95,986)
Operating results
(8,464)
83,140
9,613
4,363
(8,225)
-
80,428
62,800
143,228
Income from dividends
-
1,499
-
122
-
-
1,621
-
1,621
Share of profit or loss from non-core activity
participating interests accounted for using the equity
method
(1)
(22)
(30)
-
350
-
297
-
297
Financial income**
4,924
18,741
3,186
126
1,558
-
28,536
6
28,542
Financial (expenses)**
(7,413)
(37,524)
(1,236)
(1,747)
(45,088)
-
(93,007)
(12,969)
(105,976)
Profit/ (loss) before taxes
(10,953)
65,835
11,533
2,866
(51,405)
-
17,875
49,837
67,712
Income tax
(4,718)
(19,466)
(6,615)
(1,281)
(4,069)
-
(36,148)
(10,369)
(46,517)
Net profit / (loss) for the fiscal year
(15,671)
46,369
4,919
1,585
(55,474)
-
(18,273)
39,467
21,195
Gain on sale of discontinued operation
-
-
-
-
-
-
-
497,393
497,393
Net profit / (loss) for the fiscal year
(15,671)
46,369
4,919
1,585
(55,474)
-
(18,273)
536,860
518,588
In the context of the Group's support initiatives towards the Construction sector, a settlement of receivables of the parent company and P.K. TETRAKTYS
INVESTMENT SA with equal liabilities of Construction companies, was made in 2022. The impact of the settlement at Group level is zero, as it amounts to Other
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(200) / (270)
income of €48.4 million for the Construction sector and an equal loss for the Other sector. For the parent company ELLAKTOR, the loss from the write-off of
receivables amounted to €36.4 million (note 32).
* In accordance with the requirements of IFRS 5, following the classification of assets and liabilities as held for sale on 30.06.2022, no depreciation has been
recorded for these assets until the date of completion of the sale, i.e. for the period from 01.07.2022 to 13.12.2022.
The results for each segment in fiscal year 2021 are as follows:
Construction
Concessions
Environment
Real estate
Development
Other
Write-offs
between
segments
Total Continuing
Operations
Discontinued
Operations
-RES
Total
Total gross sales per segment
462,749
233,294
115,090
7,575
521
-
819,229
105,661
924,890
Sales between segments
-
-
-
-
-
(9,409)
(9,409)
-
(9,409)
Sales
462,749
233,294
115,090
7,575
521
(9,409)
809,820
105,661
915,482
Cost of sales (without depreciation)
(518,883)
(87,986)
(89,496)
(808)
(503)
9,161
(688,515)
(19,789)
(708,304)
Gross profit
(56,134)
145,309
25,594
6,767
18
(248)
121,305
85,872
207,178
Selling & administration expenses (without
depreciation)*
(18,579)
(11,962)
(10,990)
(3,001)
(9,869)
967
(53,433)
(1,364)
(54,797)
Other income and Other gain/(loss) (without
depreciation)*
(681)
5,765
2,076
2,462
85
(719)
8,988
(76)
8,912
Share of profit or loss from core activity participating
interests accounted for using the equity method
-
3,663
(4)
-
-
-
3,659
(65)
3,594
Earnings before interest, taxes and depreciation
(75,394)
142,774
16,676
6,228
(9,766)
-
80,519
84,367
164,886
Depreciation and amortisation
(8,725)
(68,860)
(5,939)
(2,030)
(589)
-
(86,143)
(24,817)
(110,961)
Operating results
(84,119)
73,913
10,737
4,198
(10,354)
-
(5,624)
59,550
53,926
Income from dividends
-
830
-
135
-
-
965
-
965
Share of profit or loss from non-core activity
participating interests accounted for using the equity
method
-
16
(21)
-
-
-
(4)
-
(4)
Financial income**
698
19,514
3,809
1
483
24,506
8
24,514
Financial (expenses)**
(10,298)
(53,358)
(2,233)
(2,004)
(28,444)
(96,337)
(11,652)
(107,989)
Profit/ (loss) before taxes
(93,719)
40,916
12,293
2,330
(38,316)
-
(76,495)
47,907
(28,588)
Income tax
(5,267)
(13,063)
(5,248)
(379)
(271)
-
(24,228)
(5,581)
(29,809)
Net profit / (loss) for the fiscal year
(98,985)
27,853
7,044
1,951
(38,586)
-
(100,723)
42,326
(58,397)
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(201) / (270)
(201) / (270)
* Reconciliation of expenses by category in the Income Statement for continuing operations.
1-Jan to 31-Dec-22
Note
Expenses
(without
depreciation)
Depreciation
and
amortisation
Expenses according
to the Income
Statement
Cost of sales*
31
(774,093)
(77,757)
(851,850)
Selling & administration expenses *
31
(60,555)
(7,118)
(67,673)
Other income & other profit/(losses) *
32
49,657
1,278
50,936
1-Jan to 31-Dec-21
Note
Expenses
(without
depreciation)
Depreciation
and
amortisation
Expenses according
to the Income
Statement
Cost of sales*
31
(688,515)
(80,973)
(769,488)
Selling & administration expenses *
31
(53,433)
(6,426)
(59,860)
Other income & other profit/(losses) *
32
8,988
1,256
10,243
** Contrary to other items (*) financial income/(expenses) are presented after write-offs between different
segments.
Other items per segment included in results as of 31 December 2022 are as follows:
Note
Construct
ion
Concession
s
Environm
ent
Real estate
developme
nt
Other
Discontinued
Operations
-RES
Total
Depreciation
(6,787)
(68,406)
(5,703)
(1,695)
(1,006)
(12,389)
(95,986)
Impairment
7,8,9
-
(675)
-
(40)
(14,610)
(5,615)
(20,940)
Other items per segment included in results as of 31 December 2021 are as follows:
Note
Constructi
on
Concessions
Environment
Real estate
Development
Other
Discontinued
Operations
-RES
Total
Depreciation
(8,725)
(68,860)
(5,939)
(2,030)
(589)
(24,817)
(110,961)
Impairment
9
-
-
-
(2,858)
-
-
(2,858)
Reversals of
impairments
9
-
-
-
4,982
-
-
4,982
Inter-segment transfers and transactions are carried out at arms’ length.
Assets and liabilities of segments as of 31 December 2022 are as follows:
Note
Construct
ion
Concessio
ns
Environ
ment
Real estate
Developme
nt
Other
Total
Assets (less Investments
in associates)
759,400
1,041,688
156,964
146,665
144,041
2,248,758
Investments in associates
11
461
72,186
4,444
-
126,559
203,650
Total Assets
759,861
1,113,874
161,408
146,665
270,599
2,452,408
Liabilities
525,850
903,441
61,107
39,186
9,300
1,538,884
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(202) / (270)
(202) / (270)
Note
Construct
ion
Concessio
ns
Environ
ment
Real estate
Developme
nt
Other
Discontinued
operations
- RES
Total
Investments in tangible
and intangible assets, and
investment property
7a,8,9
28,926
9,557
5,875
1,809
2,119
1,500
49,785
The assets and liabilities of the segments as at 31 December 2021 are as follows:
Note
Construct
ion
Concessio
ns
Environ
ment
Real estate
Developme
nt
Other
RES
Total
Assets (less Investments
in associates)
691,887
1,092,514
156,461
146,015
46,371
611,368
2,744,616
Investments in associates
11
64
58,660
4,608
-
1,358
25,738
90,428
Total Assets
691,951
1,151,174
161,068
146,015
47,729
637,106
2,835,044
Liabilities
468,834
811,640
64,861
41,121
669,944
415,336
2,471,737
Investments in tangible
and intangible assets, and
investment property
7a,8,9
6,408
2,299
3,035
-
422
2,334
14,498
* The amount of liabilities under ‘Other’ items primarily pertain to the bond loan issue on international
capital markets.
Non-current assets excluding investments in associates and joint ventures, financial assets and deferred
tax assets are distributed geographically as follows:
31-Dec-22
31-Dec-21
Greece
604,378
1,133,950
Other European countries
44,685
16,455
Gulf countries – Middle East
2,091
2,426
Americas
60
130
African Countries
57
-
Australia
142
251
651,413
1,153,213
The Group is also active abroad (note 1). In particular, total sales are allocated per region as follows:
Sales
1-Jan to
31-Dec-22
31-Dec-21
Greece
736,974
605,440
Other European countries
162,513
147,003
Gulf countries – Middle East
37,361
35,141
Americas
7,193
21,349
Australia
-
886
Continuing operations
944,042
809,820
Discontinued Operations-RES
Greece
99,502
105,661
Total
1,043,544
915,482
Overseas sales are derived mainly from the activities of companies in the construction segment.
Of the sales (from continuing operations) in Greece, amounts of €348,766 thousand in 2022 and €289,946
thousand in 2021 come from the public sector, including public utility companies, municipalities, etc.
Furthermore, of the sales conducted abroad, €198,545 thousand for fiscal year 2022 and €182,334
thousand in fiscal year 2021. Additionally, from the Group's sales, an amount of €490,185 thousand (2021:
€365,602 thousand) concerns the provision of products and services delivered at a specific time (at a point
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(203) / (270)
(203) / (270)
of time) and an amount of €553,359 thousand (2021: €549,879 thousand) concerns the provision of
products and services delivered during the contract (over time). The Company's sales of €95,663 thousand
(2021: €101,402 thousand) concern the provision of products and services that are delivered at a point of
time.
6 Discontinued operations
On 06.05.2022, Motor Oil Hellas (MOH) acquired 29.9% of the share capital of ELLAKTOR, i.e. 104.000.000
common registered shares with voting rights, while the ELLAKTOR Group received a bid from MOH, with
which it expressed its interest in acquiring 75% of a new company to which the Renewable Energy Sources
(RES) sector of the Group will be transferred.
The process and the relevant announcements of the Company that took place in the context of the
completion of the above transaction are presented below.
In this regard, and in accordance with the meeting of the Board of Directors of the Company from
01.08.2022, the following were decided:
Ι. The granting of permission for the Company to enter into contracts with a related party. Specifically, the
Board of Directors approved the conclusion of a) a share purchase agreement and b) a shareholders'
agreement with the company MOTOR OIL RENEWABLE ENERGY SINGLE-PERSON SA (MORE), according
to which:
The Company will carry out a demerger through the formation of a new company, (SpinCo), the shares of
which will be 100% owned by the Company.
In parallel, MORE and the Company will jointly establish a new societe anonyme, (HoldCo), in which the
Company will hold a 25% stake and MORE a 75% stake. MORE will cover its shareholding in HoldCo with
a cash contribution. The Company will cover its shareholding in HoldCo with an in-kind contribution of
approximately 14% (the exact percentage to be determined upon completion of the transaction) of its
shares in SpinCo.
At the same time, the Company will sell and transfer the remaining percentage of its shares to SpinCo for
a cash consideration. The value of the entire share capital (Equity Value) of SpinCo has been determined
at €794.5 million. Taking into account the net borrowing of the company on 31.12.2021, on the one hand,
and other adjustments, on the other hand, the total price of the transaction in terms of enterprise value
amounted to €994.1 million.
Finally, HoldCo, upon completion of the above transfers, will merge with SpinCo through its absorption
by the latter. Following approval by both the Company’s Shareholders and prior to incorporation, the
Company will enter into a shareholders' agreement with MORE in respect of HoldCo.
ΙΙ. Start of the company’s break-up process with the spin-off of the renewable energy sector of the
Company and its contribution to a new company that will be established (Beneficiary), pursuant to articles
57 par. 3 and 59 to 74 of Law 4601/2019, of Law 4548/2018 and Legislative Decree 1297/1972 (Spin-off).
The Beneficiary will be a 100% subsidiary of the Spin-off company.
On 25.08.2022 the Extraordinary General Meeting of the shareholders of ELLAKTOR SA, approved the
above Transaction for the transfer from the Company of 75% of the Renewable Energy Sources sector to
MORE.
The plan to demerge the demerged entity into a new business (the "Beneficiary") was authorised by the
board of directors of ELLAKTOR SA (the "Demerged entity") on 23.10.2022 with the income report for the
Demerged entity being dated 31.12.2021. From 1 January 2022 until the completion of the demerger (the
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(204) / (270)
(204) / (270)
date of registration of the pertinent approval decision of the competent authority in the General Registry
of Commerce), all transactions of the Demerged Entity relating to the spin-off branch are considered from
an accounting point of view to be made in the name of the Demerged Entity and on behalf of the
Beneficiary.
In this regard, in order to defend from a legal and financial standpoint the plan of the demerger of the
Company through the spin-off of the aforementioned business, the Board of Directors of the Company
has prepared its report to the General Meeting of Shareholders and has also approved the draft Articles
of Association of the Beneficiary for further submission to the General Meeting of Shareholders of the
Company for approval.
Subsequently, on 29.11.2022 the Extraordinary General Meeting of the Company's Shareholders approved
the division of the Company by spin-off of the RES sector, as described above, which was transferred to
the company under the name "ANEMOS RES SINGLE-PERSON SA”, which was established for this purpose,
by virtue of Notarial Deed of Demerger and Establishment of a new company No 1039/29.11.2022, which
Deed was approved and registered by the General Registry of Commerce and in the context of which the
first Board of Directors was appointed, as well as the first powers of representation were assigned.
Finally, on 14.12.2022, after obtaining all the necessary approvals and licenses from the competent
authorities in accordance with the applicable legislation, the transaction for the transfer from the
Company of the Renewable Energy Sources sector to the company ANEMOS RES HOLDINGS SA (ANEMOS
HOLDINGS), a subsidiary of MORE by 75%, and in which ELLAKTOR participates with a percentage of 25%,
was completed. The total price for the transfer of 75% to ANEMOS HOLDINGS amounted to €671.5 million
(equity value).
Following the above, according to IFRS 5, a discontinued operation is a component of the Group that has
been either disposed of or classified as held for sale and
- represents a separate large segment of business activities or a geographical area of holdings,
- is part of a single, coordinated Programme for the disposal of a large segment of activities or a
geographical area of holdings, or
- is a subsidiary acquired solely with a view to be resold.
Based on the foregoing, the income and expenses, profits and losses related to said Discontinued
Operation are presented as a separate column in the Income Statement entitled “Discontinued
Operations”, while the rest of the Group that is not affected by the transaction with MORE is presented in
the “Continuing Operations” column. The sum of Discontinued and Continuing Operations in the Income
Statement constitute the Group’s Total.
The net results of the Group and the Company from discontinued operations for the 12 months of 2022
and for the 12 months of 2021 are presented in the Income Statement.
The following table presents the net cash flows from operating, investing and financing activities related
to the discontinued operations until their sale:
GROUP
COMPANY
Discontinued
Operations-RES
Discontinued Operations-
RES
1-Jan to
1-Jan to
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Total inflows/(outflows) from operating activities
14,912
110,437
12,880
105,411
Total inflows/(outflows) from investing activities
(6,356)
(3,932)
2,671
(4,507)
Total inflows/(outflows) from financing activities
(72,332)
(32,187)
(72,047)
(32,102)
Net increase/(decrease) in cash and cash equivalents from
discontinued operations
(63,776)
74,318
(56,496)
68,802
The book values of the assets and liabilities of the Company's RES and RES sector companies at the date
of sale are as follows:
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(205) / (270)
(205) / (270)
Note
GROUP
COMPANY
Discontinued
Operations-RES
Discontinued
Operations-RES
31-Dec-22
31-Dec-22
Assets held for sale
Property, plant and equipment and right-of-use assets
7
425,265
415,118
Intangible assets
8a
19,111
17,366
Investments in subsidiaries
10
-
12,539
Investments in associates & joint ventures
11
21,193
21,413
Other assets
78,513
76,451
Cash and cash equivalents/Committed deposits
18,603
14,843
Total assets held for sale
562,684
557,730
Liabilities held for sale
Long-term borrowings
178,049
178,049
Borrowings
34,013
34,013
Grants
26
47,012
45,287
Other liabilities
69,838
68,305
Total liabilities held for sale
328,911
325,654
Net assets
233,773
232,077
Non-controlling interests
(2,982)
-
Book value of contributed net assets
230,791
232,077
Total price for the transfer of 75% of the RES sector
671,490
671,490
Fair value of investment in the related company ANEMOS RES
HOLDINGS SA - 25% stake
11
123,518
123,518
Fair value of net assets
795,008
795,008
Less: Book value of contributed net assets
(230,791)
(232,077)
Less: Transaction costs
(1,003)
(1,003)
Total gain on sale of the Renewable Energy Sector including
the recognition of the related company at fair value
563,213
561,927
Total price for the transfer of 75% of the RES sector
671,490
671,490
Less: Book value of net assets contributed at 75%
(173,094)
(174,057)
Less: Transaction costs
(1,003)
(1,003)
Gain from the sale of the Renewable Energy Sector
497,393
496,429
Fair value of investment in the related company ANEMOS RES
HOLDINGS SA - 25% stake
11
123,518
123,518
Less: Book value of net assets contributed at 25%
(57,698)
(58,019)
Gain on the recognition of an affiliated company at fair value
32
65,820
65,499
The gain on sale of the RES sector is included in the line "Gain on sale of RES sector" in the income
statement.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(206) / (270)
(206) / (270)
7 Property, plant and equipment and right-of-use assets
7a Property, plant and equipment
GROUP
Land &
buildings
Vehicles
Mechanic
al
equipme
nt
Mechanical
equipment
of wind
and P/V
farms
Furnitur
e &
other
equipme
nt
PPE
under
construct
ion
Total
Cost
Note
1 January 2021
93,168
34,273
260,915
594,597
41,614
19,274
1,043,841
Currency translation
differences
305
(496)
428
(59)
468
506
1,152
Additions except for leasing
1,512
1,025
6,910
471
1,436
2,469
13,823
Sales/write-offs
(1,285)
(3,582)
(3,043)
(313)
(427)
(357)
(9,007)
31 December 2021
93,700
31,221
265,210
594,696
43,091
21,892
1,049,810
1 January 2022
93,700
31,221
265,210
594,696
43,091
21,892
1,049,810
Sale of RES sector
6
(10,719)
(210)
(2,155)
(589,309)
(505)
(282)
(603,181)
Currency translation
differences
104
162
385
24
142
(2)
816
Additions except for leasing
2,385
1,487
5,650
991
2,356
32,367
45,235
Sales/write-offs
(743)
(674)
(9,250)
(200)
(445)
(8)
(11,319)
Other reclassifications
-
-
68
-
-
(68)
-
31 December 2022
84,728
31,986
259,908
6,202
44,639
53,898
481,361
Accumulated Depreciation
1 January 2021
(39,528)
(30,343)
(230,601)
(146,543)
(38,143)
(906)
(486,064)
Currency translation
differences
(318)
(28)
(393)
82
(466)
-
(1,124)
Depreciation for the fiscal year
31
(3,972)
(1,082)
(8,517)
(26,386)
(1,355)
-
(41,312)
Sales/write-offs
788
3,165
2,843
277
417
-
7,491
31 December 2021
(43,029)
(28,288)
(236,668)
(172,570)
(39,547)
(906)
(521,008)
1 January 2022
(43,029)
(28,288)
(236,668)
(172,570)
(39,547)
(906)
(521,008)
Sale of RES sector
3,289
147
1,034
181,497
476
-
186,443
Currency translation
differences
(74)
(118)
(214)
(16)
(131)
-
(552)
Depreciation for the fiscal year
31
(3,038)
(993)
(8,184)
(13,201)
(2,577)
2,060
(25,933)
Impairment
-
-
-
-
-
(675)
(675)
Sales/write-offs
648
644
8,917
61
297
-
10,567
31 December 2022
(42,204)
(28,607)
(235,115)
(4,229)
(41,481)
479
(351,158)
Net book value at 31
December 2021
50,671
2,933
28,542
422,126
3,544
20,986
528,802
Net book value at 31
December 2022
42,524
3,378
24,793
1,972
3,158
54,377
130,204
In the current year, the additions of PPE under construction which amounted to €32.4 million include the
advance payment of €25.0 million to a supplier for the purchase of four (4) TBMs required for the
construction of a project in Romania.
COMPANY
Note
Land &
buildin
gs
Vehicles
Mechanic
al
equipmen
t
Mechanical
equipment
for Wind
farms
Furniture
& other
equipmen
t
PPE
under
construc
tion
Total
Cost
1 January 2021
4,605
79
82
471,972
2,139
101
478,979
Additions except for leasing
-
-
-
471
179
-
650
Disposals/ write-offs
-
(17)
-
-
(6)
-
(23)
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(207) / (270)
(207) / (270)
Note
Land &
buildin
gs
Vehicles
Mechanic
al
equipmen
t
Mechanical
equipment
for Wind
farms
Furniture
& other
equipmen
t
PPE
under
construc
tion
Total
31 December 2021
4,605
62
82
472,443
2,311
101
479,605
1 January 2022
4,605
62
82
472,443
2,311
101
479,605
Sale of RES sector
6
(4,308)
(49)
-
(473,239)
(50)
(101)
(477,746)
Additions except for leasing
-
-
-
991
219
-
1,210
Disposals/ write-offs
-
-
-
(195)
(9)
-
(204)
31 December 2022
297
13
82
-
2,471
-
2,864
Accumulated Depreciation
1 January 2021
(274)
17
(82)
(31,099)
(1,982)
-
(33,420)
Depreciation for the fiscal year
31
(296)
(26)
-
(25,461)
(96)
-
(25,879)
Disposals/ write-offs
-
-
-
-
(1)
-
(1)
31 December 2021
(570)
(9)
(82)
(56,559)
(2,079)
-
(59,301)
1 January 2022
(570)
(9)
(82)
(56,559)
(2,079)
-
(59,301)
Sale of RES sector
6
548
12
-
69,198
23
-
69,780
Depreciation for the fiscal year
31
(193)
(9)
-
(12,695)
(144)
-
(13,042)
Sales
-
-
-
57
-
-
57
31 December 2022
(215)
(7)
(82)
-
(2,201)
-
(2,505)
Net book value at 31
December 2021
4,035
53
-
415,884
232
101
420,304
Net book value at 31
December 2022
82
6
-
-
270
-
358
7b Right-of-use assets
GROUP
Note
Land &
buildings
Vehicles
Mechanical
equipment
Mechanical
equipment of
wind and P/V
farms
Furniture &
other
equipment
Total
Cost
1 January 2021
25,220
8,023
8,619
4,111
-
45,973
Additions
74,303
290
-
-
-
74,594
Write-offs
317
-
-
-
-
317
31 December 2021
99,841
8,313
8,619
4,111
-
120,884
1 January 2022
99,841
8,313
8,619
4,111
-
120,884
Sale of RES sector
6
(6,991)
(374)
-
(4,111)
-
(11,475)
Additions
7,219
423
-
-
1
7,643
Write-offs
(293)
(1,026)
-
-
-
(1,320)
Other
20
-
-
-
-
20
31 December 2022
99,797
7,335
8,619
-
1
115,753
Accumulated Depreciation
1 January 2021
(7,893)
(4,544)
(4,508)
(1,607)
-
(18,552)
Depreciation for the fiscal year
31
(4,028)
(1,795)
(153)
(74)
-
(6,050)
31 December 2021
(11,921)
(6,339)
(4,661)
(1,681)
-
(24,602)
1 January 2022
(11,921)
(6,339)
(4,661)
(1,681)
-
(24,602)
Sale of RES sector
6
981
250
-
1,717
-
2,948
Depreciation for the fiscal year
31
(4,230)
(1,101)
(49)
(37)
-
(5,417)
Maturities
162
1,026
-
-
-
1,188
Other
(3)
-
-
-
-
(3)
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(208) / (270)
(208) / (270)
Note
Land &
buildings
Vehicles
Mechanical
equipment
Mechanical
equipment of
wind and P/V
farms
Furniture &
other
equipment
Total
31 December 2022
(15,012)
(6,163)
(4,710)
-
-
(25,885)
Right-of-use assets at 31
December 2021
87,920
1,973
3,959
2,430
-
96,282
Right-of-use assets at 31
December 2022
84,785
1,172
3,909
-
1
89,868
The comparative figures ‘Additions with leasing’ amounting to €74.3 million in the column ‘Land &
Buildings’ are primarily due to commencement of the Alimos Marina concession period as of 1 January
2021. The subsidiary company DEVELOPMENT OF NEW ALIMOS MARINA SINGLE-MEMBER SA has signed
a contract with the Greek State for the concession of the exclusive right of use and exploitation of the
Alimos Marina (Concession of the Greek State), until 31 December 2060 in exchange for what is calculated
as the sum of a fixed and a tiered rent for the duration of the concession.
COMPANY
Cost
Note
Land &
buildings
Vehicles
Mechanical
equipment for Wind
parks
Total
1 January 2021
7,537
230
2,156
9,923
Additions
36
75
-
111
31 December 2021
7,573
306
2,156
10,034
1 January 2022
7,573
306
2,156
10,034
Sale of RES sector
6
(6,991)
(374)
(2,156)
(9,520)
Additions
1,833
68
-
1,902
31 December 2022
2,416
-
-
2,416
Accumulated Depreciation
1 January 2021
(873)
(86)
(1,027)
(1,986)
Depreciation for the fiscal year
31
(708)
(122)
(74)
(904)
31 December 2021
(1,581)
(208)
(1,101)
(2,890)
1 January 2022
(1,581)
(208)
(1,101)
(2,890)
Sale of RES sector
6
981
250
1,138
2,369
Depreciation for the fiscal year
31
(1,006)
(42)
(37)
(1,084)
31 December 2022
(1,606)
-
-
(1,606)
Right-of-use assets at 31 December
2021
5,991
97
1,055
7,144
Right-of-use assets at 31 December
2022
809
-
-
809
In addition, the income statement and cash flow statement include the following amounts related to
leases from continuing operations:
GROUP
COMPANY
Note
1-Jan to
31-Dec-22
1-Jan to
31-Dec-21
1-Jan to
31-Dec-22
1-Jan to
31-Dec-21
Interest expenses related to leases (included in
financial income/expenses - net)
33
1,114
3,185
135
200
Costs associated with short-term leases and leases of
low value assets (included in cost of sales, distribution
costs, and administrative expenses)
31
21,611
20,462
34
89
Payment of liabilities from leases
(6,067)
(4,369)
(1,504)
(1,262)
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(209) / (270)
(209) / (270)
For the fiscal year, the Group and the Company recognised leasing costs from short-term leases and
payments from leasing of low-value assets of €21,611 thousand and €34 thousand respectively, which in
the case of the Group are derived mainly from construction sector activities, and in particular from leases
of machinery and other equipment widely used in construction projects both in Greece and abroad, which
are of very short duration. Needs for leasing of machinery and equipment vary over time depending on
the progress of works, and the Group accordingly concludes short-term contracts in order to avoid
periods during which the lease is continuing, but productivity is at low levels.
The weighted average discount rate applicable to the Group as of 1 January 2022 up to and including 31
December 2021 was 5,5%.
8 Intangible assets & concession rights
8a Intangible assets
GROUP
Note
Software
Goodwill
Licenses
Other
Total
Cost
1 January 2021
5,708
2,943
45,108
3,456
57,216
Currency translation differences
29
(2)
-
-
26
Additions
571
-
103
1
675
Sales
(2)
-
-
-
(2)
Write-offs
(1)
-
-
-
(1)
31 December 2021
6,305
2,941
45,211
3,457
57,914
1 January 2022
6,305
2,941
45,211
3,457
57,914
Currency translation differences
(128)
-
26
106
4
Sale of RES sector
6
(464)
-
(25,655)
(134)
(26,253)
Additions
703
-
1,242
121
2,066
Sales
(48)
-
-
(3)
(51)
Write-offs
-
-
-
(32)
(32)
31 December 2022
6,368
2,941
20,824
3,514
33,647
Accumulated Amortisation
1 January 2021
(4,921)
(709)
(9,363)
(1,962)
(16,954)
Currency translation differences
(18)
-
-
-
(18)
Amortisation for the fiscal year
31
(278)
-
(1,129)
(29)
(1,436)
Sales
2
-
-
-
2
Write-offs
1
-
-
-
1
31 December 2021
(5,214)
(709)
(10,492)
(1,991)
(18,405)
1 January 2022
(5,214)
(709)
(10,492)
(1,991)
(18,405)
Currency translation differences
104
-
(15)
(106)
(18)
Sale of RES sector
114
-
6,885
143
7,142
Amortisation for the fiscal year
31
(289)
-
(565)
(37)
(891)
Impairment
-
-
(14,610)
-
(14,610)
Sales
48
-
-
-
48
Write-offs
-
-
-
23
23
31 December 2022
(5,238)
(709)
(18,796)
(1,968)
(26,711)
Net book value at 31 December 2021
1,091
2,233
34,719
1,466
39,510
Net book value at 31 December 2022
1,129
2,232
2,027
1,547
6,936
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(210) / (270)
(210) / (270)
End-of-life intangible assets mainly refer to licences in the renewable energy sector and concern wind
farms that are either operating or under construction, or expected to be built in the future. These
intangible assets decreased to €2.0 million from €34.7 million in 2021, due to the sale of the RES sector.
The impairment of €14.6 million relates to the licenses of the subsidiaries ANEMODOMIKI SA and
POUNENTIS SA with regard to the following works: a) a Wind Power Plant (WPP) and its accompanying
works, with a total capacity of 46 MW, at the site ‘Grammeni-Tourla-Karnopi’ in the Municipalities of
Agrafa, Karditsa and Lake Plastira belonging to the prefectures of Evritania and Karditsa, respectively; and
b) a Wind Power Plant (WPP) and its accompanying works, with a total capacity of 40 MW, at the location
‘Michos - Voidolivado - Apelina’ in the Municipalities of Agrafa, Karditsa & Lake Plastira, part of the
Prefectures of Evritania and Karditsa.
After the licensing of the aforementioned projects in 2018, they were rezoned, using a smaller number of
wind turbines of greater power, with the aim of occupying fewer positions within the initially approved
land, for a more environmentally friendly design than the previous one. However, the relevant applications
to modify environmental conditions were rejected. The Company filed an appeal before the Supreme
Court (100&101/14.01.2022) for the annulment of the rejection decisions. Evaluating the lack of
substantial developments in the past year and the uncertainty regarding the projected start of the
construction of the parks, the Management decided to proceed with the reduction of the licenses in
question as the specific project was deemed manifestly unprofitable.
COMPANY
Note
Software
Licenses
Other
Total
Cost
1 January 2021
1,003
19,912
-
20,915
Additions
353
-
-
353
31 December 2021
1,357
19,912
-
21,268
1 January 2022
1,357
19,912
-
21,268
Sale of RES sector
6
(434)
(19,912)
-
(20,346)
Additions
240
-
73
313
Sales
-
-
(3)
(3)
31 December 2022
1,162
-
70
1,232
Accumulated Amortisation
1 January 2021
(886)
(1,343)
-
(2,229)
Amortisation for the fiscal year
31
(68)
(1,028)
-
(1,096)
31 December 2021
(954)
(2,370)
-
(3,324)
1 January 2022
(954)
(2,370)
-
(3,324)
Sale of RES sector
6
96
2,884
2,980
Depreciation for the fiscal year
31
(92)
(514)
-
(605)
31 December 2022
(950)
-
-
(950)
Net book value at 31 December 2021
402
17,542
-
17,944
Net book value at 31 December 2022
212
-
70
282
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(211) / (270)
(211) / (270)
8b Concession right
Note
Concession
right
Cost
1 January 2021
1,192,100
31 December 2021
1,192,100
1 January 2022
1,192,100
Additions
683
31 December 2022
1,192,783
Accumulated Amortisation
1 January 2021
(811,818)
Amortisation for the fiscal year
31
(61,189)
31 December 2021
(873,008)
1 January 2022
(873,008)
Amortisation for the fiscal year
31
(61,187)
31 December 2022
(934,194)
Net book value at 31 December 2021
319,092
Net book value at 31 December 2022
258,589
Concession rights as of 31 December 2022 are mainly from the subsidiaries ATTIKI ODOS SA and MOREAS
SA. The additions in the year 2022 come from ATTIKI ODOS SA.
Impairment test of concession right by MOREAS SA
Based on the Management's estimates, there were indications of impairment only for the concession right
of the subsidiary company MOREAS SA, due to its low profitability and the increase in interest rates.
Concession rights as of 31 December 2021 are mainly from the subsidiaries ATTIKI ODOS SA and MOREAS
SA.
The intangible asset with a finite useful life relating to the right of use in relation to the concession of the
highway of MOREAS SA amounts to approximately €164 million on 31.12.2022.
The recoverable amounts of the above intangible assets were determined using the value-in-use method.
The value-in-use was calculated by using cash flow forecasts based on Management’s financial modes,
until the end of the useful life of the intangible asset.
The basic assumptions taken into consideration for purpose of calculating the value-in-use of intangible
assets were the following:
• That the average rate of the increase in annual sales for the 2022-2038 period (i.e. after the
construction period) is approximately 4%;
• With regard to working capital, Management relied completely on historical data;
• The discount rate for the specific intangible asset amounted to 9.2% compared to 5.5% in the
previous year.
Based on the results of the impairment test on 31 December 2022, the recoverable amount of the specific
intangible asset appears to be greater than its book value and as a consequence there were no impairment
losses in relation to the above intangible assets.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(212) / (270)
(212) / (270)
9 Investments in property
Note
GROUP
COMPANY
Cost
1 January 2021
193,077
7,517
Currency translation differences
(305)
-
31 December 2021
192,772
7,517
1 January 2022
192,772
7,517
Currency translation differences
3
-
Additions
1,800
-
31 December 2022
194,575
7,517
Accumulated Depreciation
1 January 2021
(46,219)
(4,317)
Depreciation for the fiscal year
31
(1,662)
-
Impairment
32
(2,858)
-
Reversal of prev. impairment provision
32
4,982
-
31 December 2021
(45,757)
(4,317)
1 January 2022
(45,757)
(4,317)
Depreciation for the fiscal year
31
(1,787)
-
Impairment
(40)
-
31 December 2022
(47,585)
(4,317)
Net book value at 31 December 2021
147,015
3,200
Net book value at 31 December 2022
146,991
3,200
The income from rents for fiscal year 2022 for the Group amount to €9,806 thousand (2021: €7,449
thousand).
As of 31.12.2022, the Group's investment properties are not burdened by liens, with the exception of real
estate property of the subsidiary company YIALOU COMMERCIAL & TOURIST SA, namely on the blocks
and OTE71 OTE72 located at Yialou in Spata, Attica, where mortgage no. 8947/17.06.2020 was registered
in the amount of €49.8 million, as collateral for the bond loan contract of 14.05.2020 and of subsidiary
KANTZA EMPORIKI SA, and, in particular, on the company’s properties on the “Kamba” Estate, amounting
to a total of approximately €14.6 million, to secure the Bond Loan Agreement of 29.04.2014, amounting
to €10.4 million. With the new Bond Loan Agreement dated 26.01.2023 of the subsidiary YIALOU
COMMERCIAL & TOURIST SA, and also the repayment of the previous Bond Loans dated 14.05.2020 and
29.04.2014, a pre-mortgage note of €85.6 million was registered pursuant to Decision No 648S/2023 of
the Athens Magistrate's Court, for the aforementioned properties on the building blocks OTE71 and
OTE72.
The additions amounting to €1,800 thousand concern the purchase of a plot of land in Romania by the
subsidiary company PROFIT SLR.
The impairment of €2,858 thousand in the year 2021 concerns subsidiary company plots in the real estate
development sector in the region of Attica. The reversal of a previous impairment of €4,982 thousand,
concerns properties of subsidiaries in the same sector, and is due to an increase of their fair value.
Fair values and valuation techniques used in their determination are presented in the following table:
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(213) / (270)
(213) / (270)
GROUP
S/N
Country
Sector
Property
category
Sensitivity
analysis -
Min
(In €
thousands)
Fair
value
(In €
thousand
s)
Sensitivity
analysis -
Max
(In €
thousands)
Valuation
method
Value determination
and price range
(in € )
1
Greece
Real estate
developme
nt
Land
4,556
5,361
6,165
Comparative
method
Land 700 - 1300 € per
m
2
2
Greece
Real estate
developme
nt
Plots of land
with
buildings
972
1,143
1,315
Comparative
method / Residual
value method
Land 300 - 450 € per m
2
Residential property: €
3,000-3,750 per m
2
3
Greece
Real estate
developme
nt
Land
25,641
41,779
57,919
Residual value
under income
capitalisation
method - cash
flow discount
technique
Offices: € 20-25 per m
2
,
per month
Retail stores: 15 - 20 €
per m
2
, per month
Discount rate: 11.5%
Capitalisation interest
rate: 6.5%-8.5%
(depending on use)
4
Greece
Real estate
developme
nt
Agricultural
parcels
2,666
3,136
3,606
Comparative
method
Agricultural parcels: €
25 - 70 per m
2
5
Greece
Real estate
developme
nt
Shopping
mall
114,399
129,461
149,357
Income
capitalisation
method - cash
flow discount
technique
Retail stores: 10 - 70 €
per m
2
, per month
Discount rate 9%
Capitalisation rate
7.25%
6
Greece
Real estate
developme
nt
Plots of land
160
188
216
Comparative
method
Land 110 - 180 € per m
2
7
Greece
Real estate
developme
nt
Land
3,703
6,034
8,365
Residual value
under income
capitalisation
method - cash
flow discount
technique
Offices: € 20-25 per m
2
,
per month
Retail stores: 15 - 20 €
per m
2
, per month
Discount rate: 11.5%
Capitalisation interest
rate: 6.5%-8.5%
(depending on use)
8
Greece
Real estate
developme
nt
Agricultural
parcels
2,074
2,440
2,806
Comparative
method
Agricultural parcels: 60 -
180 € per m
2
9
Greece
Real estate
developme
nt
Agricultural
land parcel
39
46
53
Comparative
method
Agricultural parcels: 6 -
14 € per m
2
10
Greece
Concession
s
Office
building
11,600
15,200
19,600
Income
capitalisation
method - cash
flow discount
technique
Offices: 15 - 20 € per
m
2
, per month
Discount rate: 9.0%
Capitalisation interest
rate: 7.0%
11
Greece
Other
Land
2,581
3,200
3,283
Residual value
method
Offices: 15 - 20 € per
m
2
, per month
Discount rate: 9%
Capitalisation interest
rate: 7.0%
12
Romania
Real estate
developme
nt
Plot of land
with building
9,400
10,200
11,100
Comparative
method
Land € 950 - 1,400 per
m
2
13
Romania
Real estate
developme
nt
Plots of land
4,900
5,100
5,300
Comparative
method / Residual
value method
Land 350 - 500 € per m
2
Residential property:
2,000 - 2,400 € per m
2
182,691
223,288
269,085
COMPANY
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(214) / (270)
(214) / (270)
Α/Α
Country
Sector
Property
category
Sensitivity
analysis -
Min
(In €
thousands)
Fair
value
(In €
thousand
s)
Sensitivity
analysis -
Max
(In €
thousands)
Valuation
method
Value determination and
price range (in €)
1
Greece
Other
Land
2,581
3,200
3,283
Residual value
method
Offices: 15 - 20 € per m
2
,
per month
Discount rate: 9%
Capitalisation interest rate:
7.0%
The determination of the fair value is classified at level 3 of the determination of fair values.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(215) / (270)
(215) / (270)
10 Investments in subsidiaries
The change to the book value of the parent company’s investments to consolidated undertakings was as
follows:
COMPANY
Note
31-Dec-22
31-Dec-21
At year start
625,926
392,182
Sale of the RES sector
6
(12,539)
-
Additions-increase in investment cost
513
233,744
(Impairment of participation cost)
32
(181,569)
-
(Reduction - return of share capital)
(3,657)
-
At year end
428,674
625,926
On 14.12.2022, the transaction for the transfer of the RES Sector to the company ANEMOS RES HOLDINGS
SA was completed (note 6). The impairment of the current year concerns the Company's holdings in the
subsidiaries POUNENTIS S.A., ANEMODOMIKI S.A. and AKTOR S.A., as shown in the table below. The
return of share capital concerns the company THIVAIKOS ANEMOS SA, a subsidiary of the RES sector.
In the fiscal year 2021, the additions mainly concern participation in the increase of the share capital of
the subsidiary company AKTOR SA.
The cost of participation in subsidiaries of the Company can be broken down as follows:
COMPANY
31-Dec-22
31-Dec-21
Subsidiaries transferred
AEOLIKI KANDILIOU SA
-
739
EOLIKI KARPASTONIOU SA
-
477
EOLIKI OLYMPOU EVIAS SA
-
209
ANEMOS ATALANTIS SA
-
85
PPC RENEWABLES - ELLINIKI TECHNODOMIKI
-
1,870
HELLENIC ENERGY & DEVELOPMENT SA -
RENEWABLES
-
403
ELLINIKI TECHNODOMIKI ENERGIAKI SA
-
200
THIVAIKOS ANEMOS SA
-
12,115
Other subsidiaries
AEIFORIKI KOUNOU SA
2,914
2,914
AKTOR SA
81,105
232,014
AKTOR CONCESSIONS SA
266,400
266,400
ANEMODOMIKI SA
6,468
21,506
ANDROMACHI SA
677
677
YIALOU ANAPTYXIAKI SA
1,328
1,328
HELLENIC ENERGY & DEVELOPMENT SA
269
176
HELECTOR SA
8,635
8,635
KANTZA SA
5,554
5,554
P. K.TETRAKTYS
20
-
POUNENTIS ENERGY SA
5,567
20,888
ELLAKTOR VALUE PLC
59
59
REDS REAL ESTATE DEVELOPMENT SA
49,679
49,679
428,674
625,926
Impairment of the cost of participation in POUNENTIS SA and ANEMODOMIKI SA
The Company proceeded to reduce the cost of participation, a total amount of €30,359 thousand to the
companies POUNENTIS SA and ANEMODOMIKI SA, which hold the licenses to use the Wind Power Plants
in Agrafa (note 8a). The remaining amounts of €5,567 thousand and €6,468 thousand, respectively, refer
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(216) / (270)
(216) / (270)
to advances made by these subsidiaries to suppliers of wind turbines, with whom the Group is in
negotiations for their utilisation.
Impairment test of the cost of participation in AKTOR TECHNICAL SA
The Company's Management proceeded with an impairment test of the cost of participation in Aktor
Technical SA on 31.12.2022, taking into account the results of the Construction sector and the ongoing
cash support needs of the sector from the other companies of the Group.
The recoverable amount of this shareholding was determined based on the value-in-use method. The
value in use was calculated using cash flow projections based on the budget approved by Management,
the subsidiary's business plan based on its projects and projecting this into perpetuity.
The main assumptions used in the calculation of the cash flow forecasts in the context of the annual
shareholding impairment test, are the following:
• Budgetary margins for operating profit (EBITDA) were calculated on the basis of actual historical
data in past years, adjusted to take into account expected changes in profitability, amounting to
around 2% on sales.
• With regard to working capital, Management relied on historical data;
• For the projection of cash flows into perpetuity, a growth rate at 0,5% was used for the specific
shareholding and
• the discount rate (net of tax) for the shareholding was 9.2%. In order to determine the discount
rate of the units, the Weighted Average Cost of Capital (WACC) methodology was used.
Based on the results of the impairment test as of 31 December 2022, the recoverable amount of the above
investment is less than the book value of the shareholding. The Company proceeded to recognise an
impairment loss of the above shareholding amounting to €150,909 thousand. The impairment test did
not result in a loss for the Group.
Subsidiaries with a significant percentage of non-controlling interests
The following tables present summary financial information regarding subsidiaries of the Group in which
non-controlling interests hold a significant percentage (Note 43a)
Summary Statement of Financial Position
ATTIKI ODOS SA*
MOREAS SA*
VEAL SA*
65.75%
65.75%
71.67%
71.67%
47.22%
47.22%
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Non-current assets
92,676
119,103
353,677
374,733
14,977
13,540
Current assets
215,918
206,591
51,450
63,649
6,656
13,124
Total assets
308,594
325,693
405,127
438,382
21,633
26,663
Non-current liabilities
37,388
90,054
513,670
595,385
4,699
5,243
Current payables
107,515
56,093
46,224
43,873
1,062
5,884
Total liabilities
144,903
146,147
559,893
639,258
5,761
11,127
Equity
163,691
179,546
(154,767)
(200,876)
15,872
15,536
Corresponding to:
Non-controlling interests
56,066
61,497
(43,845)
(56,908)
8,377
8,200
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(217) / (270)
(217) / (270)
Summary Statement of Comprehensive
Income
ATTIKI ODOS SA*
MOREAS SA*
VEAL SA*
1-Jan
1-Jan
1-Jan
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Sales
197,297
176,779
35,383
29,365
19,098
17,180
Net profit / (loss) for the financial year
66,927
56,825
(18,028)
(19,325)
336
4,051
Other comprehensive income/(loss) for the
period (net of tax)
107
(247)
64,138
24,288
-
-
Total Comprehensive Income/(Loss) for the
year
67,034
56,577
46,110
4,964
336
4,051
Profit / (loss) for the financial year attributable
to non-controlling interests
22,923
19,463
(5,107)
(5,475)
177
2,138
Dividends attributable to non-controlling
interests
28,390
23,762
-
-
-
-
Summary Statement of Cash Flows
ATTIKI ODOS SA*
MOREAS SA*
VEAL SA*
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Total inflows/(outflows) from operating
activities
101,942
88,048
49,376
1,750
(3,572)
7,995
Total inflows/(outflows) from investing activities
17,129
(1,664)
(505)
11,078
(3,466)
(152)
Total inflows/(outflows) from financing activities
(83,010)
(152,300)
(32,397)
(18,205)
(2)
(1,004)
Net increase/(decrease) in cash and
cash equivalents
36,061
(65,916)
16,474
(5,378)
(7,039)
6,839
* Data before eliminations with the Group
11 Investments in associates & joint ventures
GROUP
COMPANY
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
At year start
Note
90,428
60,565
27,026
1,223
Decrease due to sale of RES sector
6
(21,193)
-
(21,413)
-
Additions, new
-
25,372
-
25,122
Additions-increase in investment cost
17,835
862
1,225
681
(Sales) - (Dissolutions)
(26)
(631)
-
-
Share in profit/ loss (after taxes)
5,115
3,590
-
-
Other changes to Other Comprehensive Income
2,531
670
-
-
Other changes in Equity - Distribution of dividend
(8,945)
-
-
-
(Impairment) of related company transferred
(5,615)
-
(5,615)
-
Fair value of investment in the related company
ANEMOS RES HOLDINGS SA
6
123,518
-
123,518
-
At year end
203,650
90,428
124,741
27,026
Participations in core activities
194,979
81,764
123,518
25,803
Participations in non-core activities
8,671
8,664
1,223
1,223
203,650
90,428
124,741
27,026
Shareholdings in principal activities include the following companies: AEGEAN MOTORWAY S.A., GEFYRA
SA, GEFYRA LITOURGIA SA, GEOTHERMIKOS STOCHOS II M.A.E.S., THERMAIKI ODOS CONCESSION S.A.,
as well as the companies EVOIKOS VOREAS SA and SOFRANO SA until 13.12.2022.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(218) / (270)
(218) / (270)
The Group holds a 25% shareholding in ANEMOS RES HOLDINGS SA as of 14.12.2022, following the
completion of the transaction for the transfer of the Renewable Energy Sources sector to the company
(note 6). This shareholding is included in the principal activities.
On 23.11.2022, the subsidiary company AKTOR CONCESSIONS SA and AVAX SA signed a contract for the
purchase of shares of the companies GEFYRA SA and GEFYRA OPERATION SA, representing percentages
of 5.69% and 6.35% of the total paid-up share capital of the aforementioned companies, respectively.
Following the completion of this transaction, for a total price of €16.6 million, AKTOR CONCESSIONS'
share in GEFYRA SA and GEFYRA OPERATION SA now stands at 27.71% and 29.48%, respectively.
During the current year, a share capital increase was carried out in the companies EVOIKOS VOREAS SA,
and SOFRANO Commercial SA for a total amount of €1.2 million. In the comparative figures for 2021, the
additions of €25.4 million mainly relate to the acquisition of these companies, which are included in the
RES sector.
The following tables present summary financial information on the most important associates of the
Group. This information includes the amounts arising from the financial statements of the following
associates, which have been amended in order to reflect adjustments to fair value and differences in
accounting policies.
Summary Statement of Financial Position
AEGEAN MOTORWAY SA
GEFYRA SA
ANEMOS RES
HOLDINGS SA
22.22%
22.22%
27.71%
22.02%
25.00%
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
31-Dec-22
Non-current assets
524,926
550,014
246,521
259,790
1,152,835
Current assets
87,505
94,714
32,695
63,287
64,251
Total assets
612,431
644,728
279,215
323,077
1,217,086
Non-current liabilities
489,436
529,206
102,438
128,436
679,311
Current payables
68,779
71,160
29,295
26,848
35,969
Total liabilities
558,215
600,366
131,733
155,284
715,280
Equity
54,216
44,362
147,483
167,793
501,806
Agreement on summary financial statements
AEGEAN MOTORWAY SA
GEFYRA SA
ANEMOS RES
HOLDINGS SA
2022
2021
2022
2021
2022
Company equity 1 January
44,362
43,938
167,793
149,145
494,072*
Net profit/(loss) for the year
7,269
(2,153)
13,624
17,975
1,401
Other comprehensive income/(loss) for
the period (net of tax)
2,585
2,577
1,067
672
6,333
Distribution of dividend
-
-
(35,001)
-
-
Company equity 31 December
54,216
44,362
147,483
167,793
501,806
% participation in associates & JV
22.22%
22.22%
27.71%
22.02%
25.00%
Group participation in equity of associates
& joint ventures
12,047
9,857
40,867
36,956
125,452
Goodwill
-
-
10,266
3,086
-
Investments in associates/joint ventures
12,047
9,857
51,134
40,042
125,452
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(219) / (270)
(219) / (270)
Summary Statement of Comprehensive Income
AEGEAN MOTORWAY SA
GEFYRA SA
ANEMOS RES
HOLDINGS SA
1-Jan
1-Jan
1-Jan *
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
31-Dec-22
Sales
87,143
81,875
58,352
48,838
5,068
Net profit/(loss) for the year
7,269
(2,153)
13,624
17,975
1,401
Other comprehensive income/(loss) for the
period (net of tax)
2,585
2,577
1,067
672
6,333
Total Comprehensive Income/(Loss) for
the year
9,854
423
14,691
18,648
7,735
Dividends received from associate%
-
-
8,562
-
-
*Recognition of the related company ANEMOS RES HOLDINGS SA on 14.12.2022, after the completion of the sale of
the RES sector
Other associates and joint ventures
2022
2021
Accumulated nominal value of related parties EVOIKOS VOREAS SA and SOFRANO
Commercial SA
-
25,738
Accumulated nominal value of other non-important associates and joint ventures
15,018
14,791
% of Group in:
Net profit/(loss) for the year
(625)
110
Other comprehensive income/(loss) for the period (net of tax)
78
(51)
Total Comprehensive Income/(Loss) for the year
(547)
59
12 Joint arrangements consolidated as a joint operation
The following amounts represent the share of participants in joint operations and specifically in the assets
and liabilities as well as revenues and expenses thereof. These amounts are included in the Statement of
Financial Position as well as in the Group’s Income Statement for fiscal years 2022 and 2021:
31-Dec-22
31-Dec-21
Assets
Property, plant and equipment
2,984
2,827
Inventories
3,784
4,708
Trade receivables
25,412
34,750
Cash and cash equivalents
19,956
22,019
52,135
64,304
Liabilities
Other non-current provisions
-
1,120
Suppliers
23,361
17,159
Subcontractors
14,453
18,598
Obligation to ALYSJ JV (Qatar)
7,650
26,150
Borrowings
1,844
697
47,309
63,724
Income
168,056
97,762
(Expenses)
(145,764)
(115,989)
Earnings/ (losses) after taxes
22,292
(18,227)
The above table does not include joint ventures in which the Group holds 100% of the share capital.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(220) / (270)
(220) / (270)
13 Financial assets at fair value through other comprehensive income
GROUP
COMPANY
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
At year start
56,627
58,767
-
-
Additions
2,039
429
339
-
(Sales)
(503)
-
-
-
Adjustment at fair value through Other comprehensive
income: increase/(decrease)
1,260
(2,569)
3
-
At year end
59,423
56,627
342
-
Non-current assets
59,133
55,893
342
-
Current assets
291
734
-
-
59,423
56,627
342
-
Financial assets at fair value through other comprehensive income include the following items:
GROUP
COMPANY
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Listed securities:
Shares – Greece (in €)
694
795
342
-
Shares – Foreign countries (in €)
185
112
-
-
Non-listed securities:
OLYMPIA ODOS MOTORWAY SA
49,255
47,875
-
-
OLYMPIA ODOS OPERATIONS SA
8,094
6,648
-
-
ATHENS METROPOLITAN EXPO ΑΕ
1,167
1,167
-
-
Other Shares – Greece (in €)
30
30
-
-
59,423
56,627
342
-
The ‘Adjustment at fair value through Other Comprehensive Income’ both on 31.12.2022 as well as on
31.12.2021 is mostly due to a valuation of the Group’s holding in OLYMPIA ODOS SA and OLYMPIA ODOS
OPERATIONS SA.
The increase in fair value is mainly due to the addition of the extension of the "Patras-Pyrgos" project to
the cash flows of OLYMPIA ODOS SA.
The Group received a dividend of €1,499 thousand from the investments of this category (2021: €965
thousand).
The listed securities mainly pertain to investments in banking institutions.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(221) / (270)
(221) / (270)
14 Prepayments for long-term leases
GROUP
Note
31-Dec-22
31-Dec-21
At year start
26,198
30,031
(Depreciation and amortisation)
31
(3,686)
(3,833)
At year end
22,512
26,198
Non-current assets
18,826
22,512
Current assets
3,686
3,686
22,512
26,198
Total balance of prepayments for long-term leases, amounting to €22,512 thousand (2021: €24,700
thousand), comes from the subsidiary companies MOREAS SA, ATTIKI ODOS SA, ROAD
TELECOMMUNICATIONS SA and MOREAS Motorway Service Area SA, and pertains to construction costs
of motorists’ service stations, for which the Group has entered into operating lease contracts with third
parties, and which are depreciated over the duration of the concession contract.
The parent company is not in receipt of advances for long-term leases.
15 Guaranteed receipt from the Hellenic State (IFRIC 12)
Note
GROUP
31-Dec-22
31-Dec-21
At year start
266,140
267,604
Guaranteed receipt adjustment based on
estimated cash flows
32
(3,811)
1,010
Increase in receivables
7,520
6,834
Recovery of receivables
(68,912)
(26,862)
Unwind of discount
33
15,845
17,553
At year end
216,782
266,140
Non-current assets
180,793
191,458
Current assets
35,990
74,682
216,782
266,140
The ‘Guaranteed receipt from the Hellenic State (IFRIC 12)’ includes receivables relating to the initial
guaranteed receipt, the maximum operating subsidy and the possible additional operating subsidy for
the concession project of MOREAS SA, as well as the guaranteed receipt from DIADYMA for the project
of EPADYM SA. More information regarding concession agreements is given in note 2.24.
Of the total amount of the guaranteed receipt from the Greek public sector, the sum of €177,707 thousand
originates from MOREAS SA (31.12.2021: €228,638 thousand) and the amount of €39,075 thousand
originates from EPADYM SA (31.12.2021: €37,503 thousand).
The unwinding of discount is included in financial income under ‘Unwinding of guaranteed receipt
discount’.
As of 31 December 2022 (as was the case on 31 December 2021), there were no receivables from
guaranteed receipts in arrears. Under the concession agreement and the framework through which the
financial contribution was made, no credit risk is associated with concession rights.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(222) / (270)
(222) / (270)
16 Derivative financial instruments
GROUP
31-Dec-22
31-Dec-21
Non-current assets
Interest rate swaps for cash flow hedging with minimum possible
interest rate floors
10,962
-
Total
10,962
-
Non-current liabilities
Interest rate swaps for cash flow hedging
31,015
100,233
Total
31,015
100,233
Details of interest rate swaps
Notional value of interest rate swaps
289,824
306,824
Nominal value of interest rate swaps for cash flow hedging with
minimum possible interest rate floors
119,345
18,216
Fixed Rate
4.74%
4.72%
Floating rate
Euribor +0.76%
Euribor
+0.56%
For the year ended 31.12.2022, the interest rate swap agreements, which were used by the Group in
effective cash flow accounting hedging relationships, cover approximately 72% of the Group's floating
borrowings (31.12.2021: 48%) and had a total nominal value of €409,169 thousand. The swap contracts
require settlement of the net interest receivable or payable every 90 or 180 days, as applicable. Settlement
dates coincide with the dates on which interest is payable on the underlying debt.
From the amounts presented in the table, the non-current assets come from the companies
DEVELOPMENT OF NEW ALIMOS MARINA SINGLE-MEMBER SA in the amount of €9,156 thousand
(31.12.2021: €0 thousand), AKTOR CONCESSIONS in the amount of €931 thousand (31.12.2021: €0
thousand) and YIALOU COMMERCIAL SA by €875 thousand (31.12.2021: €0 thousand). The long-term
liabilities come from MOREAS SA in the amount of €31,015 thousand (31.12.2021: €99,095 thousand).
On 22.09.2022 the subsidiary company of the AKTOR CONCESSIONS Group proceeded to issue a bond
loan in the amount of €175,000 thousand, while at the same time it signed an interest rate swaps
agreement for cash flow compensation with a minimum possible interest rate guarantee, for an amount
of €100,000 thousand. The present value of this derivative on 31.12.2022 was €931 thousand.
For the year ended 31.12.2022, after a qualitative as well as a quantitative evaluation of the effectiveness
of accounting hedging relationships with the hypothetical derivative method, both at the beginning of
the hedging and in the future, the Group concluded that there is a high financial correlation between the
hedging instruments (interest rate swaps) and the hedged items (interest payments on floating rate
borrowings). That portion of the cash flow hedge that is deemed ineffective, which is recognised in the
Income Statement, relates to a profit of €3,174 thousand in fiscal year 2022 and a profit of €1,385
thousand in fiscal year 2021 (Note 33). Gains or losses on interest rate swaps recognised in the cash flow
hedge reserve and pertain to a profit of €57,296 thousand for fiscal year 2022 and profits of €16,999
thousand for fiscal year 2021 (Note 24).
The parent company holds no financial derivatives.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(223) / (270)
(223) / (270)
17 Inventories
GROUP
31-Dec-22
31-Dec-21
Raw materials
10,080
12,510
Finished products
3,931
4,808
Semi-finished products
1,512
1,663
Prepayment for inventories purchase
201
1,359
Other
5,361
5,201
Total
21,085
25,541
Less: Provisions for obsolete, slow-moving or damaged inventory:
Finished products
115
-
Other
10
39
125
39
Net realizable value
20,959
25,502
The greater part of the inventory belongs to companies in the construction segment. The parent company
holds no inventory.
18 Receivables
GROUP
COMPANY
Note
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Trade receivables
175,345
173,278
54
189
Trade receivables – Related parties
40
4,163
4,223
-
-
Less: Provision for impairment of receivables
(41,919)
(41,631)
-
-
Trade Receivables - Net
137,588
135,870
54
189
Contract assets
349,680
321,060
-
-
Accrued income
19,804
24,222
39
6,702
Income tax prepayment
2,275
4,133
-
-
Loans to related parties
40
75,612
78,919
112,515
165,389
Other receivables
207,542
224,618
4,806
38,341
Other receivables -Related parties
40
6,487
7,480
8,076
34,621
Less: Provision for impairment of other receivables
and loans
(40,183)
(41,478)
(8,560)
(10,060)
Total
758,804
754,825
116,930
235,183
Non-current assets
56,087
79,343
104,669
191,845
Current assets
702,718
675,482
12,262
43,338
758,804
754,825
116,930
235,183
Net Trade Receivables
The Group's trade receivables can be broken down as follows:
31-Dec-22
31-Dec-21
Balance
Provision
for
impairment
of
receivables
Net
balance
Balance
Provision
for
impairment
of
receivables
Net
balance
Trade receivables - Greek public
sector
49,878
(1,952)
47,926
44,983
(1,609)
43,374
Trade receivables - Public sector
customers outside Greece
20,739
(197)
20,542
32,659
(166)
32,493
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(224) / (270)
(224) / (270)
31-Dec-22
31-Dec-21
Balance
Provision
for
impairment
of
receivables
Net
balance
Balance
Provision
for
impairment
of
receivables
Net
balance
Other Customers in Greece &
abroad
108,890
(39,770)
69,121
99,859
(39,856)
60,003
179,507
(41,919)
137,588
177,501
(41,631)
135,870
The breakdown of maturing remaining trade balances is as follows:
GROUP
COMPANY
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Not overdue
97,942
104,941
54
189
Overdue:
3 -6 months
13,462
8,281
-
-
6 months to 1 year
14,839
14,046
-
-
1 - 2 years
11,759
10,803
-
-
More than 2 years
41,505
39,429
-
-
179,507
177,501
54
189
Less: Provision for impairment of receivables
(41,919)
(41,631)
-
-
Trade Receivables - Net
137,588
135,870
54
189
The trade receivables account is not interest bearing and are usually settled within 60 - 180 days, for the
Group.
Provision for impairment of trade receivables €41,919 thousand (31.12.2021: €41,631 thousand) relates to
trade receivables in arrears. In order to measure expected credit losses from trade receivables of private
clients in Greece and abroad, due to the different branches of activity and the nature of receivables which
have very different characteristics from sector to sector, impairment provisions made on a collective basis
are based on historical data, as well as, in certain cases, external market data (mainly large companies with
an international presence). Specific provisions are recognized in cases where there is good evidence that
they are irrecoverable, based on legal opinion and assessment of the creditworthiness of debtors in
question. Historical loss rates are adjusted to reflect current and future information.
For government receivables in Greece and abroad, impairment provisions by the Group take into account
the creditworthiness of each country based on external data and information.
Advance payments from customers are an important safeguard, particularly for construction segment
works, which on 31 December 2022 amounted to €121,884 thousand (31.12.2021: €66,472 thousand), as
referenced in Note 27 ‘Suppliers and other liabilities’. The increase, in relation to 2021, is due to the
advances received by the Group in the context of its activity in Romania.
The movement of provision for impairment of trade receivables is presented in the following table:
GROUP
Balance as at 1 January 2021
36,483
Provision for impairment - cost of the year
3,812
Write-off of receivables during the period
(18)
Unused provisions reversed
(2)
Currency translation differences
220
Transfer from provision for other receivables
1,136
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(225) / (270)
(225) / (270)
GROUP
Balance as at 31 December 2021
41,631
Balance as at 1 January 2022
41,631
Provision for impairment - cost of the year
1,278
Write-off of receivables during the period
(157)
Unused provisions reversed
(767)
Currency translation differences
(52)
RES sale
(15)
Balance as at 31 December 2022
41,919
The parent company has not made any provision for impairment of trade receivables.
Contract assets
The most significant quantitative changes in contractual assets and contractual liabilities in the current
fiscal year are due to the following:
Contract
assets
Contractual
liabilities
New contracts
16,581
2,036
Modifications
11,615
-
Time differences
42,657
(631)
Additional Claims
4,310
-
Receipts of claims
(5,092)
-
Asset Adjustments
(39,700)
-
(Impairment)
(1,751)
-
28,620
1,405
"Contractual assets" result mainly due to time deprivation of invoices and recognition of claims based on
additional work or arbitral awards. In line with available historical data, credit risk is limited; the Group has
recognised provisions for impairment due to increased credit risk potentially arising for contractual assets
associated with projects where delays in schedules and final settlement of claims are observed. The Group
has applied the simplified method under IFRS 9 to calculate expected credit losses, which uses a prediction
of expected credit loss over the full life of trade receivables.
The change in new contracts comes from the Group's construction projects in Greece, while the
modifications to existing contracts mainly concern projects in Romania and Colombia. With reference to
the time differences, a large part of their increase comes from the Group's projects in Romania, which are
cost front-loading.
Additional claims in the amount of €4,310 thousand relate to claims in Romania pursued by the Group.
The Group’s claims base primarily to work completion delays and unforeseen works, for which the Group
either already has a final arbitration decision or is in advanced discussions with the competent authorities,
having also submitted the necessary claims for compensation based on contractual terms and applicable
legislation. The amount of €5,092 thousand relates to collection of receivables made during the fiscal year
from projects executed in Greece. Finally, the Asset Adjustments mainly concern the Group's construction
projects in Greece, Serbia and Romania, in which the Group proceeded to redefine their budgets, based
on the most recent developments and their stage of completion.
The outstanding recapitalisation balance of existing contracts up to 31 December 2022, amounts to €2.2
billion.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(226) / (270)
(226) / (270)
With regard to construction contracts, good performance bonds have been provided. Management does
not anticipate that any financial burdens will be incurred in this respect. The methods for the
determination of revenue and project completion rate are referred to in Note 2.23. Revenue from
construction contracts in fiscal year 2022 amounts to €489,113 thousand (31.12.2021: €396,013 thousand).
The parent company has no construction contracts.
The contractual liabilities of the Group amounted to €38,831 thousand. (31.12.2021: €37,426 thousand)
as mentioned in note 27.
Income recognised in fiscal year 2022 relating to contractual obligations as at 31 December 2021
amounted to €37,426 thousand (31.12.2021: €40,215 thousand).
Other receivables and related party loans
The account ‘Other receivables’ breaks down as follows:
GROUP
COMPANY
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Receivables from partners in joint operations/joint
ventures
23,224
15,070
-
-
Sundry debtors
50,747
53,540
1,457
3,746
Greek State (withheld & prepaid taxes & social security)
56,804
66,099
2,942
11,991
Long-term receivables - EDPR Europe SL
-
19,563
-
19,563
Prepaid expenses
7,694
9,081
381
1,867
Prepayments to suppliers/creditors
63,564
56,263
26
1,174
Cheques (postdated) receivable
5,508
5,002
-
-
207,542
224,618
4,806
38,341
The decrease in long-term receivables is related to the sale of the RES sector, which had a receivable from
EDPR amounting to €19,563 thousand.
Within the Group, loans to related parties are granted at arm’s length and mostly carry floating interest
rates. Intra-company loans to related parties are at fixed rates of interest.
The change to provision for impairment of ‘Other receivables’ and loans is presented in the following
table:
GROUP
COMPANY
Balance as at 1 January 2021
38,749
34,379
Provision for impairment - cost of the year
2,138
-
Write-off of receivables during the period
-
(24,319)
Unused provisions reversed
(541)
-
Currency translation differences
267
-
Transfer from provisions (note 30)
2,000
-
Transfer to trade provisions
(1,136)
-
Balance as at 31 December 2021
41,478
10,060
Balance as at 1 January 2022
41,478
10,060
Provision for impairment - cost of the year
813
-
Write-off of receivables during the period
(171)
-
Unused provisions reversed
(66)
-
Currency translation differences
(219)
-
Sale of RES sector
(1,652)
(1,500)
Balance as at 31 December 2022
40,183
8,560
No arrears have been recorded for other receivables in relation to the contractual terms. Nevertheless,
the Group has identified specific cases of receivables that carry increased credit risk, for which it has
created provisions.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(227) / (270)
(227) / (270)
The majority of other receivables related to other financial assets are short-term, and as such it is
estimated that they will be collected within a period of less than twelve (12) months, apart from certain
cases that have been evaluated individually due to increased credit risk.
Loans to related parties in the Group relate to secondary loans to large infrastructure companies. These
companies do not show a significant increase in credit risk and are therefore classified as Stage 1.
Determination of the provision was based on expected credit loss of the Greek State.
Impairment provisions for Trade and Other receivables in the Group do not concern receivables from
related parties.
At the level of the parent company, the impairment provisions regarding loans to related Construction
parties are €6,965 thousand for the subsidiary company AKTOR TECHNICAL SA and €1,170 thousand for
the subsidiary company PANTECHNIKI SA.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(228) / (270)
(228) / (270)
19 Other financial assets at amortised cost
Other financial assets at amortised cost include the following:
31-Dec-2022
31-Dec-2021
Listed securities - bonds
European Investment Bank bond with interest of 0.375%, maturing on 15 March 2022
-
6,157
Corporate Bond of GEK TERNA SA with an interest rate of 3.95% and maturity 04.04.2025
999
-
Corporate Bond of MOTOR OIL SA with an interest rate of 2.125% and maturity 19.07.2026
939
-
Corporate Bond of PPC SA with an interest rate of 3.875% and maturity 30.03.2026
904
-
Corporate Bond of the NATIONAL BANK with an interest rate of 2.75% and maturity
08.10.2026
1,796
-
Corporate Bond of EUROBANK with an interest rate of 4.375% and maturity 09.03.2025
1,978
-
Corporate Bond of the Hellenic Government with an interest rate of 0% and maturing on
12.02.2026
923
-
Corporate Bond of the Hellenic Government with an interest rate of 1.875% and maturity
23.07.2026
975
-
Corporate Bond of MYTILINEOS SA with an interest rate of 2.25% and maturity 30.10.2026
899
-
Total
9,415
6,157
The change in financial assets held to maturity is presented in the table below:
GROUP
31-Dec-22
31-Dec-21
At year start
6,157
21,608
Additions
9,335
-
(Maturities)
(6,150)
(15,410)
Amortisation (premium)/discount
72
(41)
At year end
9,415
6,157
Non-current assets
9,415
-
Current assets
-
6,157
Total
9,415
6,157
All Financial assets at amortised cost are owned by ATTIKI ODOS SA.
The amortisation of the bond premium of €72 thousand (2021: €41 thousand) has been recognised in the
Income Statement for the period, under the line ‘Financial income’.
The maximum exposure to credit risk as of 31 December 2022 is to the extent of the book value of the
financial assets in question. Financial assets are denominated in €. The parent company has no financial
assets at amortised cost:
20 Restricted cash deposits
GROUP
COMPANY
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Non-current assets
22,616
10,932
-
-
Current assets
52,512
63,517
-
18,296
75,127
74,449
-
18,296
Restricted cash deposits come from the following areas:
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(229) / (270)
(229) / (270)
GROUP
31-Dec-22
31-Dec-21
CONSTRUCTION
28,584
25,980
CONCESSIONS
34,579
17,257
RENEWABLE ENERGY SOURCES
-
18,296
ENVIRONMENT
1,914
3,093
REAL ESTATE DEVELOPMENT
9,911
9,683
OTHER
139
139
75,127
74,449
Restricted deposits are denominated in the following currencies:
GROUP
COMPANY
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
EURΟ
49,179
49,220
-
18,296
US DOLLAR ($)
25
-
-
-
ROMANIA NEW LEU (RON)
22,516
18,604
-
-
UNITED ARAB EMIRATES DIRHAM
(AED)
-
14
-
-
QATAR RIYAL (QAR)
3,046
6,250
-
-
FYROM DINAR (MKD)
361
361
-
-
75,127
74,449
-
18,296
Restricted cash in cases of self- or co-financed projects (project finance, indicatively, concessions projects
environmental management projects, etc.) pertains to accounts used for the repayment of short-term
installments of long-term loans or reserve accounts. In the case of construction projects, these involve
amounts committed for reservations of good performance guarantees.
21 Cash and cash equivalents
GROUP
COMPANY
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Cash in hand
575
503
2
4
Sight deposits
344,291
298,877
108,565
76,498
Time deposits
68,621
58,500
-
-
Total
413,487
357,881
108,567
76,503
The balance of cash and cash equivalents corresponds derives from the following sectors.
GROUP
31-Dec-22
31-Dec-21
CONSTRUCTION
67,546
58,979
CONCESSIONS
215,873
178,778
RENEWABLE ENERGY SOURCES
-
63,795
ENVIRONMENT
20,426
35,038
REAL ESTATE DEVELOPMENT
585
1,139
OTHER
109,058
20,152
413,487
357,881
The balance of time deposits at a consolidated level is mainly from ATTIKI ODOS SA, in the amount of
€55,554 thousand. (31.12.2021: €58,421 thousand) and from ATTIKES DIADROMES SA in the amount of
€13,000 thousand (31.12.2021: €0 thousand).
The following table shows the rates of deposits per credit rating class by Standard & Poor (S&P):
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(230) / (270)
(230) / (270)
Sight and time deposits %
31-Dec-22
31-Dec-21
A+
0.1%
0.6%
BBB
0.0%
0.2%
BB-
0.0%
0.2%
B+
80.5%
89.3%
B
2.6%
2.7%
NR
16.8%
7.0%
TOTAL
100.0%
100.0%
Approximately 83.1% of sight and time deposit balances of the Group, as of 31 December 2022, are
deposited in systemic Greek banks that have class B+ and B credit ratings.
Interest rates on time deposits are determined after negotiations with chosen banking institutions based
on Euribor for the equivalent chosen period (e.g. week, month etc).
Cash and cash equivalents are broken down into the following currencies:
GROUP
31-Dec-22
31-Dec-21
EURO
398,244
337,086
QATAR RIYAL (QAR)
10,544
5,419
ROMANIA NEW LEU (RON)
2,681
14,572
COLOMBIA PESO (COP)
1,503
342
AUSTRALIAN DOLLAR (AUD)
117
95
OTHER
398
367
413,487
357,881
Deposits in currencies other than the euro are located in banks abroad, mainly in the countries
corresponding to the currency, while the majority (90.8%) of cash in euro is held in Greek banks.
Cash and cash equivalents of the parent company are expressed in €.
22 Time Deposits over 3 months
GROUP
31-Dec-22
31-Dec-21
ATTIKI ODOS SA
10,000
31,905
10,000
31,905
Time deposits for periods of more than 3 months are mainly from ATTIKI ODOS SA, and pertain to deposits
held in euros in Greek and overseas banks. They are presented under Current assets of the Statement of
Financial Position.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(231) / (270)
(231) / (270)
23 Share Capital & Premium Reserve
All amounts in €(thousands), apart from the number of shares
Number of
Shares
Share capital
Share premium
Total
1 January 2021
214,272,003
220,700
493,442
714,142
Reduction of share capital with offset of losses
-
(212,129)
-
(212,129)
Issue of new shares
133,920,002
5,357
115,171
120,528
Expenses for share capital increase
-
-
(1,207)
(1,207)
31 December 2021
348,192,005
13,928
607,407
621,334
1 January 2022
348,192,005
13,928
607,407
621,334
31 December 2022
348,192,005
13,928
607,407
621,334
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(232) / (270)
24 Other reserves
GROUP
Statutory
reserves
Special &
extraordi
nary
reserves
Adjusted
reserves at fair
value through
comprehensive
income
Foreign
Exchange
Difference
Reserves
Cash flow
hedging
reserves
Actuarial
gains/(losses)
reserves
Stock options
reserves
Other
reserves
Total
1 January 2021
79,179
168,904
71,791
(17,483)
(86,476)
104
-
112,689
328,710
Transfer from/to retained
earnings
244
12,196
-
-
-
-
-
(7)
12,433
Transfer to income statement
-
-
-
-
(834)
-
-
-
(834)
Change through other total
income
-
-
(1,070)
(4,755)
17,833
284
133
-
12,426
31 December 2021
79,423
181,100
70,721
(22,237)
(69,476)
389
133
112,683
352,735
1 January 2022
79,423
181,100
70,721
(22,237)
(69,476)
389
133
112,683
352,735
Transfer from/to retained
earnings
1,621
1,530
-
-
-
-
-
-
3,151
Change through other total
income
-
-
598
(14,880)
57,296
455
1,391
-
44,860
31 December 2022
81,044
182,630
71,319
(37,116)
(12,181)
843
1,524
112,683
400,746
COMPANY
Statutory
reserves
Special &
extraordinary
reserves
Reserves
from actuarial gains/
(losses)
Preemptive share
purchase rights
reserve
Other
reserves
Total
1 January 2021
21,004
40,659
(18)
-
3,904
65,549
Change through other total income
-
-
15
133
-
148
31 December 2021
21,004
40,659
(3)
133
3,904
65,697
1 January 2022
21,004
40,659
(3)
133
3,904
65,697
Change through other total income
-
-
69
1,391
-
1,461
31 December 2022
21,004
40,659
66
1,524
3,904
67,157
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(233) / (270)
(233) / (270)
(a) Statutory reserve
The provisions of Articles 158-160 of Law 4548/2018 regulate the manner in which statutory reserves
are formed and used, as follows: At least 5% of each year’s actual (book) net earnings must be
withheld to form a statutory reserve, until the statutory reserve’s accumulated amount equals at least
1/3 of the share capital.
(b) Extraordinary reserves
Reserves of this category have been created upon decision of the Ordinary General Meeting in past
years, do not have any specific designation and may therefore be used for any purpose, upon
decision of the Ordinary General Meeting.
(c) Special and other reserves
The reserves in this category pertain to reserves formed in implementation of special legislative
provisions and there is no restriction in respect of the distribution thereof.
(d) Preemptive share purchase rights
The Ordinary General Meeting of Shareholders of 22 June 2021 approved the establishment and
implementation of a Stock Options Plan in the form of granting options for the acquisition of shares
(stock options), with the issuance of new shares in accordance with Article 113 of Law 4548/2018, to
Members of the Board of Directors and executives of the Company as well as to the companies
affiliated to it.
The Programme is offered with the aim of rewarding the active participation of executives in
achieving the Company's strategic goals as well as strengthening employee loyalty. Participation in
the Programme is at the discretion of the Board of Directors. Upon exercise of the options, the
proceeds received, after deducting any transaction costs, are credited to the share capital (par value)
and premium.
The Programme concerns the period 2021-2025. Under the Programme beneficiaries can exercise
their right to purchase shares at the closing price on the grant date. The exercise price will be
adjusted in light of corporate events or operations, as specifically provided for in the terms of the
plan.
On 31 December 2022, the Group recognised an exit amount of €1,391 thousand in the income
statement for fiscal year 2022 by crediting the net equity reserve, derived from the valuation at the
date of sale of the above stock options at fair value (note 34).
Beneficiaries may exercise their rights in installments, i.e. up to 25% before October 2024 and up to
100% by October 2025. Specifically, the first round of options granted under the plan authorised on
26 October 2021, with regard to 8,034,000 options to acquire an equivalent number of shares with
an exercise price of €1.4160, out of a total number of options available for distribution amounting
to 17,409,600. Subsequently, on 13 May 2022, 7,975,000 additional Rights were granted with an
exercise price of €1,678 and on 21 July 2022, 250,000 more with an exercise price of €1,724. On
31.12.2022, the remaining Rights to be granted are 1,150,600.
The fair value at the date of issue is determined independently, using the Black-Scholes model taking
into account exercise price, duration of the option, impairment of earnings per share (where
significant), date of purchase of the share and expected stock price volatility, expected dividend yield
and risk-free interest rate for the duration of the option.
The assumptions of the model used as of 31 December 2022 include:
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(234) / (270)
(234) / (270)
a) options are granted in relation to the services provided and 25% mature in 2 years and the
remaining 75% in 3 years
b) exercise price: €1,678 (13.05.2022) and €1,724 (21.07.2022)
c) date of allocation: 13.05.2022 and 21.07.2022.
d) date of expiry: 25% 31.10.2024 and 75% 31.10.2025
e) share price at the date of allocation: €1,678 (13.05.2022) and €1,724 (21.07.2022)
f) expected volatility of the company's shares: 34% (expiry: 31.10.2024) and 32% (expiry:
31.10.2025)
g) expected dividend yield: 0.00%
(h) risk-free interest rate: 0.00%.
Expected price volatility is based on historical volatility (based on the remaining life of the rights),
adjusted for any expected future changes due to publicly available information.
Based on the above, the fair value of the options allocated during the year ending on 31.12.2022
was determined in a price range from €0.33 to €0.36 (expiry: 31.10.2024) and €0.36 to €0.40 (expiry:
31.10.2025) per option.
The weighted average remaining contractual life of the options at the end of the period is 2.836
years.
Reserves under Article 48 of Law 4172/2013 & Goodwill L.D. 1297/1972 due to the spin-off of the
RES sector
The retained earnings of the Company, as shown in the Statement of Changes in Equity, include a)
income from dividends of subsidiaries of previous fiscal years amounting to €160,989 thousand
(Article 48 of Law 4172/2013, as applicable) and b) profit from the sale/spin-off of the RES sector
amounting to €561,927 thousand, which, according to tax legislation, are tracked separately in
special reserve accounts.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(235) / (270)
(235) / (270)
25 Loans and lease liabilities
Note
GROUP
COMPANY
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Long-term borrowings
Bank loans
122,130
131,622
-
-
Bond loans
449,799
584,863
-
233,759
Bond loan issue on international capital markets
-
662,280
-
-
From related parties
40
-
-
97,500
663,158
Other
87
227
-
-
Total long-term borrowings
572,017
1,378,992
97,500
896,917
Short-term borrowings
Bank overdrafts
12,995
238
-
-
Bank loans
38,754
27,125
-
10,000
Bond loans
67,665
54,007
-
35,744
From related parties
40
-
-
2,300
-
Other
172
616
-
-
Total short-term borrowings
119,586
81,986
2,300
45,744
Total borrowings
691,603
1,460,978
99,800
942,661
Lease liabilities
Long-term lease liabilities
59,344
58,804
-
5,473
Short-term lease liabilities
4,012
3,764
1,853
1,673
Total lease liabilities
63,355
62,568
1,853
7,146
Total borrowings & lease liabilities
754,958
1,523,546
101,653
949,807
The issuer ELLAKTOR VALUE PLC began the mandatory redemption offer of the Bonds for cash on
01.08.2022 (following the occurrence of a change of control event), to the holders of the first class of
bonds, at a price of 101%, in accordance with the bonds' then-current contractual terms and the relevant
offer prospectus dated 01.08.2022. Bondholders holding securities having a nominal value of €497 million
accepted the redemption offer up until the offer's expiration date on 21.09.2022. On 15.12.2022, the
Company proceeded to successfully repay the balance of the bonds, nominal value €173 million, due in
2024, with a price of 101.594%. With this transaction, the full repayment of all bonds of the €670 million
International Corporate Bond (issued in 2019) was implemented, two years earlier than its scheduled
maturity date.
ELLAKTOR SA issued a €500 million, 18-month common bond loan on 22.09.2022, which was fully covered
by Eurobank, in order to partially finance the repayment of senior bonds of the international bond issued
by its subsidiary ELLAKTOR VALUE PLC, with a total nominal value of €670 million and maturing on
15.12.2024, By 31.12.2022, it was fully repaid.
The subsidiary, AKTOR CONCESSIONS SA, also issued a €275 million joint bond loan, maturing on
31.12.2037, of which Series A and B (€175 million) were fully covered and disbursed by Eurobank and
Alpha Bank, in order to finance the repayment of the subsidiary's existing loan obligations to ELLAKTOR
SA, to cover an ELLAKTOR SA bond loan, as well as to finance new investments of AKTOR CONCESSIONS
SA.
Total borrowings include amounts of subordinated debt without recourse to the parent company
amounting to a total of €406.6 million. (31.12.2021: €425.9 million) from the concession company
MOREAS SA (note 3.2).
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(236) / (270)
(236) / (270)
GROUP
31-Dec-22
31-Dec-21
Long-term borrowings
Loans-corporate
184,373
311,016
Bond loan issue on international capital markets
-
662,280
Non-recourse debt
387,644
405,696
Total long-term borrowings
572,017
1,378,992
Short-term borrowings
Loans-corporate
100,638
61,778
Non-recourse debt
18,948
20,208
Total short-term borrowings
119,586
81,986
Total borrowings
691,603
1,460,978
The maturity periods of long-term borrowings are as follows:
GROUP
COMPANY
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Between 1 and 2 years
52,129
73,567
-
38,120
2 to 5 years
160,125
881,688
97,500
770,852
Over 5 years
359,763
423,737
-
87,946
572,017
1,378,992
97,500
896,917
The maturity dates of long-term lease obligations are as follows:
GROUP
COMPANY
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Between 1 and 2 years
1,639
3,739
-
1,950
2 to 5 years
2,310
3,263
-
669
Over 5 years
55,395
51,803
-
2,853
59,344
58,804
-
5,473
The Group complies with the financial indicators specified in the loan agreements.
The borrowing and leasing obligations of the Group are analysed in the following currencies:
GROUP
31-Dec-22
31-Dec-21
EURO
738,518
1,515,332
US DOLLAR ($)
-
222
ROMANIA NEW LEU (RON)
16,159
7,192
QATAR RIYAL (QAR)
267
286
AUSTRALIAN DOLLAR (AUD)
-
512
OTHER CURRENCIES
12
1
754,958
1,523,546
All Company loans are expressed in Euro,
Moreover, the parent company ELLAKTOR , on 31.12.2022 had granted corporate guarantees amounting
to €58.1 million (on 31.12.2021: €751.3 million) in favor of companies in which it participates. The
guarantees in the comparative period have been granted mainly to secure the international bond with a
total nominal value of €670 million, which was repaid on 15.12.2022. Regarding collateral for coverage of
loans (note 9).
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(237) / (270)
(237) / (270)
26 Grants
GROUP
COMPANY
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
At year start
55,021
59,258
47,201
50,365
Sale of RES sector
(47,012)
-
(45,287)
Additions
196
284
-
-
Transfer to income statement (Other income)
(2,915)
(4,521)
(1,582)
(3,164)
Refunds
(378)
-
(332)
-
At year end
4,912
55,021
-
47,201
The most important Grant included in the balance of 31.12.2022 corresponds to a grant received by the
subsidiary company VEAL SA under the Operational Programme for Competitiveness & Entrepreneurship
(OPCE) for construction of a co-generation power plant, using biogas from the Ano Liosia landfill,
amounting to €3,667 thousand. (31.12.2021: €4,248 thousand). The grant amount covers 40% of the
investment’s budget.
The total of additions for the year 2022 amounting to €196 thousand comes from the subsidiary company
URBAN SOLID RECYCLING SA. The comparative amount of €284 thousand for the year 2021 comes from
the subsidiary ATTIKES DIADROMES SA and pertains to Greek and European research Programmes.
27 Trade and other payables
The Company’s liabilities from trade activities are free of interest.
GROUP
COMPANY
Note
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Suppliers
165,047
150,864
599
4,402
Accrued expenses
32,234
29,519
970
337
Contractual obligations
18
38,831
37,426
-
-
Advances from customers
121,884
66,472
-
-
Amounts due to subcontractors
107,584
118,221
232
371
Other payables
92,314
170,530
898
53,333
Total liabilities – Related parties
40
3,642
2,291
3,856
4,626
Total
561,536
575,323
6,556
63,069
Non-current
55,698
59,501
1,523
39,052
Current
505,838
515,823
5,033
24,016
Total
561,536
575,323
6,556
63,069
It is pointed out that contractual liabilities as of 31 December 2022, will be recognised as income during
the year 2023. Respectively, the contractual liabilities of 31 December 2021 amounting to €37,426
thousand were recognised as income in fiscal year 2022 (Note 18).
Customer advances mainly concern projects in the construction sector in Greece and Romania.
‘Other liabilities’ can be broken down as follows:
GROUP
COMPANY
31-Dec-
22
31-Dec-21
31-Dec-
22
31-Dec-
21
Other creditors
44,487
47,150
284
2,037
Accrued interest
7,577
10,299
-
1,407
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(238) / (270)
(238) / (270)
GROUP
COMPANY
31-Dec-
22
31-Dec-21
31-Dec-
22
31-Dec-
21
Liabilities due to the acquisition of the companies
SOFRANO and EVOIKOS VOREAS
-
37,583
-
37,583
Liabilities to the RES & Guarantee of Origin Operator
(DAPEEP)
-
11,397
-
10,338
Obligation to ALYSJ JV (Qatar)
7,650
26,150
-
-
Social security and other taxes
22,595
22,682
607
1,339
Amounts due to Joint Operations
2,003
2,845
-
-
Fees payable for services provided and employee fees
payable
8,001
12,424
7
630
92,314
170,530
898
53,333
28 Deferred taxation
Deferred tax receivables and liabilities are compensated when there is an applicable legal right to
compensate the current tax receivables against the current tax liabilities and when the deferred income
taxes involve the same tax authority. The offset amounts for the Group are the following:
GROUP
31-Dec-22
31-Dec-21
Deferred tax liabilities:
26,633
44,266
26,633
44,266
Deferred tax receivables:
18,698
14,230
18,698
14,230
7,935
30,036
Total change in deferred income tax is presented below.
31-Dec-22
31-Dec-21
Balance at period start
30,036
37,971
Debit/ (credit) through profit and loss
1,142*
(6,254)
Other comprehensive income debit/ (credit)
3,425
(1,351)
Equity debit/(credit)
-
(340)
Sale of the RES sector
(26,667)
-
Currency translation differences
-
11
Closing balance
7,935
30,036
*In the debit/(credit) line of the income statement, a debit amount of €4,274 thousand is reflected in the
tax line of the income statement, while a credit amount of €3,132 thousand is included in the line of
impairment of user licenses in Other gains/losses in note 32.
Changes in deferred tax receivables and liabilities during the fiscal year, not accounting for the offset of
balances with the same tax authority. The companies of the Group with the largest balances of deferred
receivables and liabilities which fall under the same tax authority are the parent company, AKTOR SA,
HELECTOR SA and ATTIKI ODOS SA.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(239) / (270)
(239) / (270)
Deferred tax liabilities:
Accelerated
tax
depreciation
Constructio
n contracts
Other
Changes in
value of cash
flow hedge
Total
1 January 2021
73,981
13,094
15,849
-
102,923
Income statement debit/(credit)
(12,266)
(635)
(4,166)
-
(17,067)
Other comprehensive income debit/
(credit)
-
-
(1,356)
-
(1,356)
31 December 2021
61,715
12,459
10,327
-
84,500
1 January 2022
61,715
12,459
10,327
-
84,500
Income statement debit/(credit)
(8,642)
3,690
(3,605)
-
(8,557)
Other comprehensive income debit/
(credit)
-
-
618
2,219
2,837
Sale of the RES sector
(28,398)
-
(2,893)
-
(31,291)
31 December 2022
24,675
16,148
4,447
2,219
47,489
Deferred tax assets
Accelerated
tax
depreciation
Tax losses
Constructio
n contracts
Provision
for heavy
maintenanc
e
Other
Total
1 January 2021
3,532
15,546
17,574
19,597
8,704
64,953
Income statement debit/(credit)
103
(3,346)
(2,765)
(161)
(4,643)
(10,812)
Other comprehensive income (debit)/
credit
-
-
-
-
(5)
(5)
Equity debit/(credit)
-
-
-
-
340
340
Currency translation differences
-
(9)
(1)
-
-
(11)
31 December 2021
3,635
12,190
14,808
19,437
4,396
54,466
1 January 2022
3,635
12,190
14,808
19,437
4,396
54,466
Income statement debit/(credit)
(1,192)
(10,324)
2,597
(872)
93
(9,699)
Other comprehensive income (debit)/
credit
-
-
-
-
(588)
(588)
Sale of the RES sector
(932)
-
-
-
(3,691)
(4,623)
31 December 2022
1,510
1,866
17,405
18,565
210
39,556
On 31 December 2022, deferred tax claims amounting to €1,866 thousand was recognised with respect
to Group companies. (2021: €10,452 thousand), proportionate to accumulated tax losses of €7,232
thousand. (2021: €46,590 thousand), in accordance with forecasted future taxable income, based on
approved budgets.
With regard to remaining tax losses of €265,413 thousand, no deferred tax asset has been recognised,
since it was considered that they do not meet the recognition criteria pursuant to the requirements of IAS
12.
The offset amounts for the Company are the following:
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(240) / (270)
(240) / (270)
COMPANY
31-Dec-22
31-Dec-21
Deferred tax liabilities:
-
17,031
-
17,031
Deferred tax receivables:
235
-
235
-
(235)
17,031
Total change in deferred income tax is presented below.
31-Dec-22
31-Dec-21
Balance at period start
17,031
12,105
Debit/ (credit) through profit and loss
9,859
5,262
Other comprehensive income debit/ (credit)
20
5
Equity debit/(credit)
-
(340)
Sale of the RES sector
(27,144)
-
Closing balance
(235)
17,031
Changes in deferred tax receivables and liabilities during the year, without taking into account offsetting
of balances with the same tax authority, are the following:
Deferred tax liabilities:
Accelerated
tax
depreciation
Other
Total
1 January 2021
25,325
2,297
27,623
Income statement debit/(credit)
1,485
(285)
1,200
31 December 2021
26,810
2,012
28,823
1 January 2022
26,810
2,012
28,823
Income statement debit/(credit)
1,167
59
1,225
Sale of the RES sector
(27,977)
(1,910)
(29,887)
31 December 2022
-
161
162
Deferred tax receivables:
Accelerated
tax
depreciation
Tax losses
Other
Total
1 January 2021
1,113
12,233
2,171
15,517
Income statement debit/(credit)
(163)
(3,660)
(239)
(4,062)
Other comprehensive income (debit)/ credit
-
-
(5)
(5)
Equity debit/(credit)
-
-
340
340
31 December 2021
950
8,573
2,268
11,791
1 January 2022
950
8,573
2,268
11,791
Income statement debit/(credit)
(35)
(8,573)
(25)
(8,633)
Other comprehensive income (debit)/ credit
-
-
(20)
(20)
Sale of the RES sector
(915)
-
(1,828)
(2,742)
31 December 2022
-
-
395
396
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(241) / (270)
(241) / (270)
29 Employee retirement compensation liabilities
The amounts recognised in the Statement of Financial Position are the following:
GROUP
COMPANY
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Liabilities in the Statement of Financial Position for:
Employee retirement compensation liabilities
5,059
5,339
381
432
Total
5,059
5,339
381
432
The amounts recognised in the Income Statement are the following:
GROUP
COMPANY
1-Jan to
1-Jan to
Income statement charge for:
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Retirement benefits
3,875
3,435
417
732
Total
3,875
3,435
417
732
Change to liabilities as presented in the Balance Sheet is as follows:
GROUP
COMPANY
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Opening balance
5,339
5,567
432
503
Indemnities paid
(3,423)
(3,250)
(321)
(784)
Gain on sale of RES sector
(57)
-
(57)
-
Actuarial (profit)/loss charged to Statement of
Comprehensive Income
(675)
(412)
(89)
(20)
Total debit/(credit) to results
3,875
3,435
417
732
Closing balance
5,059
5,339
381
432
The amounts reported in the Income Statement are:
GROUP
COMPANY
1-Jan to
1-Jan to
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Current employment cost
1,282
941
96
72
Financial cost
53
17
4
2
Past service cost
37
107
2
2
Cut-down losses
2,503
2,370
315
658
Total included in employee benefits
3,875
3,435
417
732
Actuarial (profit)/losses recognised in the Statement of Comprehensive Income are as follows:
GROUP
COMPANY
1-Jan to
1-Jan to
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
(Profit)/loss from the change in financial
assumptions
(699)
(197)
(55)
(19)
(Profit)/loss from change in demographic
assumptions
63
-
6
-
Net (profit)/ loss
(40)
(215)
(40)
(1)
Total
(675)
(412)
(89)
(20)
The main actuarial assumptions used for accounting purposes for the consolidated figures and the
company’s figures, are the following:
GROUP
31-Dec-22
31-Dec-21
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(242) / (270)
(242) / (270)
Discount rate
4.2%
1.00%
Future salary raises
2.2%
1
1.70%
1
1
Average annual long-term inflation = 2.2% (2021: 1.7%)
On a consolidated basis, the weighted average duration of retirement benefits is 8.98 years (2021: 9.84
years).
Sensitivity analysis of changes in the main assumptions for pension benefits are:
Effect on retirement benefits for fiscal year 2022
GROUP
COMPANY
Change in the
assumption
according to
Increase in the
assumption
Decrease in
the
assumption
Increase in
the
assumption
Decrease in
the
assumption
Discount rate
0.50%
(2.30%)
2.30%
(2.36%)
2.36%
30 Provisions
GROUP
Provision
for heavy
maintenance
Provision for
landscape
restoration
Forecasts
of foreign
projects
Other
provisions
Total
1 January 2021
101,023
3,366
21,007
16,418
141,813
Additional provisions for financial year
15,435
143
2,868
575
19,021
Unused provisions reversed
-
-
-
(398)
(398)
Currency translation differences
-
-
1,967
(1,623)
344
Used provisions for fiscal year
(2,749)
-
(2,975)
(9,349)
(15,074)
Transfer to impairment provisions for other
receivables (Note 18)
-
-
-
(2,000)
(2,000)
31 December 2021
113,709
3,508
22,866
3,623
143,706
1 January 2022
113,709
3,508
22,866
3,623
143,706
Additional provisions for financial year
6,024
135
4,112
860
11,131
Gain on sale of RES sector
-
(3,498)
-
(100)
(3,598)
Unused provisions reversed
(3,964)
-
-
(666)
(4,630)
Currency translation differences
-
-
615
35
650
Used provisions for fiscal year
(84)
-
(17,593)
(1,137)
(18,813)
31 December 2022
115,684
145
10,001
2,616
128,446
COMPANY
Provision for
landscape
restoration
Other
provisions
Total
1 January 2021
3,106
280
3,386
Additional provisions for financial year
135
-
135
31 December 2021
3,241
280
3,521
1 January 2022
3,241
280
3,521
Additional provisions for financial year
129
-
129
Gain on sale of RES sector
(3,369)
(100)
(3,469)
Unused provisions reversed
(180)
(180)
31 December 2022
-
-
-
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(243) / (270)
(243) / (270)
GROUP
COMPANY
Analysis of total provisions:
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Non-current
57,973
113,152
-
3,521
Current
70,474
30,554
-
-
Total
128,446
143,706
-
3,521
The provision for heavy maintenance on 31 December 2022 refers to concession agreements by ATTIKI
ODOS SA in the amount of €84.382 million (31.12.2021: €88,346 thousand) and MOREAS SA of €31,303
thousand (31.12.2021: €25,363 thousand).
With regard to long-term provisions and particularly the provision for heavy maintenance for ATTIKI
ODOS SA, representing the largest portion, the schedule of outflows extends to 2024, being the year in
which the concession contract of that company expires. The rest of the long-term provisions refers to the
provision for heavy maintenance of MOREAS SA, the concession contract of which expires in 2038.
The provisions for foreign projects concern projected costs of the construction and waste management
sector in foreign projects (Australia, Germany, Czech Republic and Serbia) which are either in the
completion stage or in which the Group is already in the process of withdrawing.
The other provisions and provisions for foreign projects of €18.7 million used in the current financial year
mainly concern the use of the foreign project provisions after the recognition of the fiscal year's expenses.
In the comparative figures for the fiscal year 2021, the corresponding used provisions amounting to €12.3
million mainly concern payment of an amount based on a final court decision in an environment sector
case (litigation between the J/V HELECTOR SA (70%) - TH.G.LOLOS - CH. TSOMPANIDIS GP - ARSI SA and
the company ENVITEC SA), for which a provision had been formed in previous periods.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(244) / (270)
31 Expenses per category
GROUP
1-Jan to 31-Dec-22
1-Jan to 31-Dec-21
Note
Cost of sales
Distribution
costs
Administrative
expenses
Total
Cost of sales
Distribution
costs
Administrative
expenses
Total
Employee benefits
163,959
1,495
22,344
187,798
156,681
1,310
21,768
179,759
Inventories used
160,000
11
107
160,117
134,282
2
86
134,370
Depreciation of tangible assets
7
14,658
759
2,486
17,903
17,781
670
1,972
20,423
Impairment of tangible fixed assets
7
-
-
675
675
-
-
-
-
Depreciation of intangible assets
8
61,388
-
111
61,499
61,380
-
102
61,481
Depreciation of investment property
1,446
-
340
1,787
1,401
-
261
1,662
Amortisation of prepayments for long-term leases
14
264
-
3,422
3,686
411
-
3,422
3,833
Repair and maintenance expenses of tangible assets
7,473
2
318
7,793
10,778
12
465
11,255
Rents
7b
20,792
14
804
21,611
19,095
15
1,352
20,462
Third party fees
133,928
1,507
21,485
156,919
123,674
2,107
17,426
143,207
Subcontractor fees (including insurance contributions for
subcontractor personnel)
192,026
-
960
192,986
158,809
-
441
159,251
Research and development costs
7,305
-
17
7,323
5,106
-
-
5,106
Taxes - Duties
5,246
26
2,488
7,759
5,559
32
1,968
7,559
Transportation and travelling expenses
15,449
90
629
16,168
15,527
49
458
16,034
Perishable supplies and property service charges
6,169
3
1,603
7,775
4,450
7
1,166
5,623
Commissions paid for letters of guarantee (direct cost of project)
13,058
-
17
13,074
14,104
-
4
14,108
ALYSJ JV (Qatar) provision
-
-
-
-
26,150
-
-
26,150
Asset adjustments (Note 18)
39,700
-
-
39,700
-
-
-
-
Other
8,987
1,273
4,689
14,949
14,299
1,012
3,752
19,063
Total Continuing Operations
851,850
5,179
62,494
919,523
769,488
5,216
54,644
829,347
Depreciation of tangible assets*
7
13,446
-
1
13,447
26,926
-
12
26,938
Depreciation of intangible assets*
8
579
-
-
579
1,144
-
-
1,144
Repair and maintenance expenses of tangible assets
10,456
-
-
10,456
9,479
-
-
9,479
Taxes - Duties
3,225
-
51
3,276
4,190
-
27
4,217
Third party fees
4,067
-
522
4,589
3,096
-
70
3,166
Other expenses
2,374
-
460
2,834
3,024
-
1,268
4,292
Total Discontinued Operations
34,146
-
1,034
35,180
47,859
-
1,376
49,236
Total
885,996
5,179
63,528
954,704
817,347
5,216
56,020
878,583
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(245) / (270)
COMPANY
1-Jan to 31-Dec-22
1-Jan to 31-Dec-21
Note
Cost of
sales
Administr
ative
expenses
Total
Cost of
sales
Administr
ative
expenses
Total
Employee benefits
-
6,082
6,082
-
4,825
4,825
Depreciation of tangible assets
-
1,025
1,025
-
524
524
Depreciation of intangible assets
8a
-
77
77
-
53
53
Repair and maintenance expenses of
tangible assets
-
63
63
-
38
38
Rents
7b
-
34
34
-
89
89
Third party fees
100
3,757
3,857
-
2,872
2,872
Other
-
2,380
2,380
-
1,896
1,896
Total of Continuing Operations
100
13,440
13,540
-
10,297
10,297
Depreciation of tangible assets*
13,100
1
13,101
26,248
11
26,259
Depreciation of intangible assets *
8a
528
-
528
1,043
-
1,043
Repair and maintenance expenses of
tangible assets
10,072
-
10,072
9,193
-
9,193
Taxes - Duties
3,093
19
3,112
4,040
14
4,053
Third party fees
5,215
446
5,661
5,142
477
5,619
Other expenses
1,436
437
1,872
1,435
702
2,137
Total Discontinued Operations
33,443
903
34,346
47,101
1,204
48,305
Total
33,543
14,343
47,886
47,101
11,502
58,602
* In accordance with the requirements of IFRS 5, following the classification of assets and liabilities as held
for sale on 30.06.2022, no depreciation has been recorded for these assets until the date of completion
of their sale, i.e. for the period from 01.07.2022 to 13.12.2022.
32 Other income & other profit/(loss)
GROUP
COMPANY
1-Jan to
1-Jan to
Note
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Other income
Amortisation of grants received
26
1,278
1,256
-
-
Rents
4,843
4,236
5
-
Revenues from concession of rights (for concession companies)
721
671
-
-
Other income from services to third parties
2,093
1,671
-
-
Other
667
1,131
84
113
Total of Continuing Operations
9,602
8,965
89
113
Amortisation of grants received
26
1,637
3,265
1,582
3,164
Other
916
841
935
850
Total from Discontinued Operations
2,553
4,106
2,518
4,014
Total Other Income
12,155
13,072
2,607
4,128
Other profit/(loss)
Gain on valuation of a related company
6
65,820
-
65,499
-
(Loss) from the disposal of subsidiaries, associates and J/V
(243)
(596)
-
-
Profit from the sale of other financial assets
1,104
315
-
1
User license impairment
8a
(11,477)
-
-
-
Impairment of subsidiaries
10
-
-
(181,569)
-
Impairment of investment properties
9
(40)
(2,858)
-
-
Reversal of previous provision for impairment
of Investment properties
9
-
4,982
-
-
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(246) / (270)
GROUP
COMPANY
1-Jan to
1-Jan to
Note
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Charge due to the effects of the storm ‘ELPIS’
(9,000)
-
-
-
Provision for impairment of trade and other
receivables
(3,842)
(5,950)
-
-
Write-offs (-)
(427)
-
(36,404)
-
Profit/(loss) from currency translation differences
1,014
5,205
(43)
149
Unused provisions reversed
833
543
-
-
Guaranteed receipt adjustment (based on cash
flows)
15
(3,811)
1,010
-
-
Extraordinary levy on electricity producers
(9,303)
-
-
-
Other profit/(losses)
10,706
(1,373)
229
(2,467)
Total of Continuing Operations
41,334
1,278
(152,288)
(2,317)
Discontinued Operations
(3,920)
(917)
(3,988)
(504)
Total Other profit/(loss)
37,414
361
(156,276)
(2,821)
Total
49,569
13,432
(153,669)
1,306
33 Financial income/expenses
GROUP
COMPANY
1-Jan to
1-Jan to
Note
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Financial income
Interest income
8,429
6,953
12,513
17,578
Unwind of guaranteed receipt discount
15
15,845
17,553
-
-
Prepayment of long-term liabilities
4,262
-
-
-
Continuing operations
28,536
24,506
12,513
17,578
Discontinued Operations
6
8
5
7
Total financial income
28,542
24,514
12,518
17,584
Financial expenses
Interest expenses involving bank loans
(84,999)
(85,165)
(50,550)
(46,130)
Interest expenses related to financial leases
7b
(1,114)
(3,185)
(135)
(200)
Predetermined cost of early repayment of a bond
(7,727)
-
(7,727)
-
Interest expenses
(93,839)
(88,351)
(58,412)
(46,330)
Financial expenses for heavy maintenance and
environmental restoration provisions
(2,272)
(9,376)
-
-
Other financial expenses
(96,111)
(97,727)
(58,412)
(46,330)
Net gains/(losses) from the translation of borrowings
(70)
4
-
-
Profit/ (loss) from interest rate swaps to hedge cash
flows
16
3,174
1,385
-
-
3,104
1,389
-
-
Continuing operations
(93,007)
(96,337)
(58,412)
(46,330)
Discontinued Operations
(12,969)
(11,652)
(12,911)
(12,085)
Total financial expenses
(105,976)
(107,989)
(71,323)
(58,415)
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(247) / (270)
34 Employee benefits
GROUP
COMPANY
1-Jan to
1-Jan to
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Wages and salaries
139,715
136,093
2,954
2,904
Social security costs
29,101
28,355
1,028
1,030
Cost of defined benefit plans
4,059
3,365
600
663
Other employee benefits
13,531
11,813
109
95
Costs of option benefit plan
1,391
133
1,391
133
Continuing operations
187,798
179,759
6,082
4,825
Discontinued operations
1,783
1,944
1,528
1,683
Total employee benefits
189,581
181,703
7,610
6,508
35 Income tax
GROUP
COMPANY
1-Jan to
1-Jan to
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Tax for the year
41,712
35,466
3,634
-
Deferred tax
(5,564)
(11,239)
83
46
Total Continuing Operations
36,148
24,228
3,716
46
Tax for the year
532
597
-
-
Deferred tax
9,837
4,984
9,776
5,215
Total number of interrupted activities
10,369
5,581
9,776
5,215
Tax for the year
42,244
36,063
3,634
-
Deferred tax
4,274
(6,254)
9,859
5,262
Total tax
46,517
29,809
13,492
5,262
With regard to the financial years 2011 through 2015, Greek Sociétés Anonyme whose financial
statements must be audited by statutory auditors, were required to be audited by the same Statutory
Auditor or audit firm that reviewed their annual financial statements, and obtain a “Tax Compliance
Report”, as laid down in 82(5) of Law 2238/1994 and Article 65A of Law 4174/2013. With regard to fiscal
years from 2016 onwards, the tax audit and the issue of a “Tax Compliance Report” are optional. The
Group has chosen to continue having tax audits performed by statutory auditors, now optional, for its
most important subsidiaries. It is noted that in accordance with relevant fiscal provisions applicable as of
31 December 2022, fiscal years up to 2016 inclusive are considered time-barred.
The table presenting the analysis of unaudited financial years of all consolidated companies is shown in
Note 43.
Tax on the Company’s (pre-tax) profits differs from the notional amount that would have resulted if the
average weighted tax rate of the company’s country of origin had been applied, as follows:
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(248) / (270)
GROUP
COMPANY
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Accounting profit/(losses) before tax
of Continuing Operations
17,875
(76,495)
(211,517)
(41,253)
Tax is calculated according to the tax rate applicable at
the company’s registered office. 22%
3,933
(16,829)
(46,534)
(9,076)
Adjustments
Untaxed income
(15,990)
(2,183)
-
-
Expenses not deductible for tax purposes
46,602
11,920
53,254
9,141
Tax losses for which no deferred tax receivables were
recognised
6,181
26,297
-
-
Use of tax losses from prior financial years
(3,298)
1,129
(3,004)
-
Impact of change in tax rate to 22%
-
(3,722)
-
4
Tax differences of previous years
173
3,448
-
29
Effect from different tax rates applying in other countries
where the Group operates
(1,452)
4,168
-
-
Taxes on Continuing operations
36,148
24,228
3,716
46
Accounting profit/(losses) before tax
from discontinued operations
49,837
47,907
48,390
46,118
Tax is calculated according to the tax rate
applicable at the company’s
registered office, i.e. 22%
10,964
10,540
10,646
10,146
Adjustments
(595)
(4,959)
(870)
(4,930)
Taxes from discontinued operations
10,369
5,581
9,776
5,215
Total tax
46,517
29,809
13,492
5,262
The weighted average tax rate of the Group is -145.56% (2021:104.27%).
The tax attributable to Other comprehensive income from Continuing operations is:
GROUP
1-Jan to 31-Dec-22
1-Jan to 31-Dec-21
Before
tax
Tax
(debit)/credit
After
tax
Before
tax
Tax
(debit)/credit
After tax
Currency translation differences
(14,908)
-
(14,908)
(4,902)
-
(4,902)
Change in the value of financial assets
through other comprehensive income
1,257
(634)
623
(2,569)
623
(1,946)
Effect of change to tax rate at the fair
value of financial assets through other
comprehensive income
-
-
-
-
793
793
Cash flow hedge
78,556
(2,653)
75,902
23,964
43
24,007
Effect of tax rate change on cash flow
hedging
-
-
-
-
(17)
(17)
Actuarial profit/(loss)
675
(138)
537
412
(87)
325
Effect of tax rate change on actuarial
profits/(losses)
-
-
-
-
(4)
(4)
Other
1,389
-
1,389
131
-
131
Other Comprehensive Income
66,969
(3,425)
63,544
17,036
1,351
18,387
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(249) / (270)
COMPANY
1-Jan to 31-Dec-22
1-Jan to 31-Dec-21
Before
tax
Tax
(debit)/cred
it
After
tax
Before
tax
Tax (Debit)/
credit
After
tax
Actuarial profit/(loss)
89
(20)
69
20
(4)
15
Other
1,391
-
1,391
133
-
133
Other Comprehensive Income
1,480
(20)
1,461
153
(5)
148
36 Profit / (loss) per share
GROUP
COMPANY
1-Jan to
1-Jan to
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
Profit/(loss) attributable to shareholders of the parent
company from continuing operations (in € thousand)
(39,558)
(119,701)
(215,233)
(41,300)
Profit/(loss) from discontinued operations (in € thousand)
536,554
41,969
535,043
40,902
Profit/(loss) attributable to shareholders of the parent
company from continuing and discontinued operations (in
€ thousand)
496,996
(77,732)
319,810
(397)
Weighted average number of ordinary shares (in
thousands)
348,192
268,207
348,192
268,207
Profit/(loss) after tax per share - restated basic from continuing
operations (in €)
(0.1136)
(0.4463)
(0.6181)
(0.1540)
Profit/(loss) after tax per share - restated basic from
discontinued operations (in €)
1.5410
0.1565
1.5366
0.1525
Profit/(loss) after tax per share - restated basic from continuing
and discontinued operations (in €)
1.4274
(0.2898)
0.9185
(0.0015)
Basic earnings/(losses) per share are calculated by dividing the net profits/(losses) attributable to the
Company's shareholders, by the weighted average number of common shares over the period, excluding
own common shares purchased by the Company.
Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares
outstanding with the effects of all potential securities which are convertible into ordinary shares. Stock
options held by the Company are the only type of potential security that can be converted into common
shares. With regard to the aforementioned rights, the number of shares that could have been acquired at
fair value (defined as the average annual market price of the Company's shares) is calculated based on
the value of holdings, related to existing stock option plans. The number of shares resulting from the
above calculation is compared with the number of shares that could have been issued in case of exercise
of options to purchase. The resulting difference is added to the denominator as an issue of ordinary shares
without a consideration. Finally, no adjustment is made to profits (numerator).
Given that the average share price for the year does not exceed the exercise price of the stock options,
the adjusted earnings/(losses) per share remain unaffected.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(250) / (270)
37 Dividends per share
At the Annual Ordinary General Meeting of Shareholders held on 28.07.2022, it was decided not to
distribute a dividend for fiscal year 2021. The Company will not distribute a dividend from the net profits
of the fiscal year 2022 due to coverage of losses of previous fiscal years.
38 Commitments and receivables
The Group (as lessee) leases property, transport equipment and machinery from third parties. The leases
carry varying terms, penalty clauses and rights of renewal. On renewal, the terms of the leases are
renegotiated.
As of 1 January 2019, the Group has recognised right-of-use assets with regard to these leases, excluding
short-term and low-value leases (Notes 7b and 25).
Future total minimum (non-cancellable) rents receivable for operating lease contracts annually (the Group
being the lessor) are as follows:
GROUP
31-Dec-22
31-Dec-21
Up to 1 year
13,489
13,174
From 1-5 years
36,788
28,238
Over 5 years
39,643
19,672
Total
89,920
61,084
The increase is due to the renewal of contracts with a time horizon of more than 5 years mainly by the
subsidiary YIALOU COMMERCIAL SA.
39 Contingent liabilities
a) Proceedings have been initiated against the Group for labour accidents which occurred during the
execution of construction projects by companies or joint operations in which the Group participates.
Because the Group is fully insured against labour accidents, no substantial outflows are expected as a
result of legal proceedings against the Group. Other litigations or disputes referred to arbitration, as well
as the pending court or arbitration rulings are not expected to have a material effect on the financial
position or the operations of the Group or the Company, and, for this reason, no relevant provisions have
been formed.
b) Unaudited years for consolidated Group companies are shown in Note 43. The Group’s tax liabilities
for these years have not been finalized; therefore, it is possible that additional charges are imposed when
the relevant audits are performed by the tax authorities.
With regard to the financial years 2011 through 2015, Greek Sociétés Anonyme whose financial
statements must be audited by statutory auditors, were required to be audited by the same Statutory
Auditor or audit firm that reviewed their annual financial statements, and obtain a “Tax Compliance
Report”, as laid down in Article 82(5) of Law 2238/1994 and Article 65A of Law 4174/2013. With regard to
fiscal years from 2016 onwards, the tax audit and the issue of a “Tax Compliance Report” are optional. The
Group has chosen to continue having tax audits performed by statutory auditors for its most important
subsidiaries. In Note 43, Group companies marked with an asterisk (*) in the unaudited tax years column
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(251) / (270)
are companies incorporated in Greece and have obtained tax compliance certificates for the relevant
years. According to Circular POL 1006/2016, companies that have been subject to the aforementioned
optional tax audit are not exempt from conduct of regular audits by the competent tax authorities. It is
noted that in accordance with relevant fiscal provisions applicable as of 31 December 2022, fiscal years
up to 2016 inclusive are considered time-barred.
The Company was audited for fiscal years 2011 to 2021 and has received a Tax Compliance Report from
PricewaterhouseCoopers SA without reservation. For the year 2022, the tax audit by the certified statutory
auditors & accountants to obtain the Tax Compliance Report is in progress. The Management is not
expecting significant tax liabilities on completion of the tax audit, other than those already recorded and
presented in the financial statements (group and company).
Within 2021, the Company received an audit notification from the tax authorities for the years 2016 to
2019 for tax items including income, VAT, other taxes, fees and contributions and audit of proper
bookkeeping and publication of data. Within December 2022, final audit sheets were issued for the years
2016 and 2017, which reduced the tax loss carryforwards without imputation of taxes. The Company,
however, filed an appeal against the notified audit sheets before the Dispute Resolution Division of the
Independent Authority for Public Revenue. For the financial years 2018 and 2019, the audit is still ongoing.
The Management estimates that the results of the audit by the tax authorities will not have a significant
impact on the financial position of the Company.
(c) The Group has contingent liabilities in relation to banks, other guarantees, and other matters that arise
from its normal business activity and from which no substantial charges are expected to arise. The
guarantees given by the parent company for the Construction sector mainly concern large construction
projects in Greece and Qatar and photovoltaic parks in Australia. All projects have already been completed
and the warranty period is expected to expire.
40 Transactions with related parties
The aggregate amounts of sales and purchases from year start, as well as the closing balances of
receivables and liabilities at year end, which have resulted from transactions with related parties under
IAS 24, are as follows:
GROUP
COMPANY
1-Jan to
1-Jan to
31-Dec-22
31-Dec-21
31-Dec-
22
31-Dec-
21
a)
Sales of goods and services
11,559
8,451
18,195
23,770
Sales to subsidiaries
-
-
18,195
23,323
Other income
-
-
5,754
5,747
Financial income
-
-
12,442
17,575
Sales to associates
3,256
5,320
-
447
Sales
330
303
-
-
Other income
848
1,072
-
447
Financial income
2,078
3,945
-
-
Sales to affiliates
8,303
3,131
-
-
Sales
7,371
2,389
-
-
Other income
562
-
-
-
Financial income
370
742
-
-
b)
Purchases of goods and services
1,952
969
44,687
44,331
Purchases from subsidiaries
-
-
44,687
44,331
Cost of sales
-
-
1,240
1,093
Administrative expenses
-
-
218
211
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(252) / (270)
GROUP
COMPANY
1-Jan to
1-Jan to
31-Dec-22
31-Dec-21
31-Dec-
22
31-Dec-
21
Financial expenses
-
-
43,229
43,027
Purchases from associates
110
96
-
-
Cost of sales
110
96
-
-
Purchases from affiliates
1,842
873
-
-
Cost of sales
1,842
873
-
-
c)
Income from dividends
1,621
965
1,569
1,589
d)
Key management compensation
5,657
4,423
2,320
2,055
GROUP
COMPANY
Note
31-Dec-22
31-Dec-21
31-Dec-
22
31-Dec-
21
a)
Receivables
18
86,261
90,622
112,456
191,875
Receivables from subsidiaries
-
-
112,456
191,336
Other receivables
-
-
8,076
34,082
Borrowings
-
-
5
2,850
Long-term borrowings
-
-
104,375
154,404
Receivables from associates
78,505
81,417
-
539
Trade receivables
352
3,654
-
-
Other receivables
5,972
7,131
-
539
Borrowings
21,307
21,307
-
-
Long-term borrowings
50,873
49,324
-
-
Receivables from other related parties
7,756
9,205
-
-
Trade receivables
3,811
569
-
-
Other receivables
514
349
-
-
Borrowings
-
46
-
-
Long-term borrowings
3,431
8,241
-
-
b)
Liabilities
25. 27
3,642
2,291
103,656
667,783
Payables to subsidiaries
-
-
103,656
667,783
Suppliers
-
-
348
316
Other payables
-
-
3,508
4,310
Financing – Short-term borrowings
-
-
2,300
-
Financing – Long-term borrowings
-
-
97,500
663,158
Payables to associates
2,157
1,851
-
-
Suppliers
2,090
1,791
-
-
Other payables
67
60
-
-
Payables to other related parties
1,485
440
-
-
Suppliers
454
158
-
-
Other payables
1,031
282
-
-
c)
Amounts payable to key management
10
80
-
80
All transactions referred to are arms’ length transactions.
*According to the Company, the intra-company balances of ‘Other receivables’ have been impaired by a
total amount of €8,135 thousand (31.12.2021: €8,135 thousand) (Note 18). Specifically, loans to related
parties have been impaired, in accordance with the provisions of IFRS 9, by €6,965 thousand for the
subsidiary AKTOR SA, and €1,170 thousand for the subsidiary PANTECHNIKI SA.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(253) / (270)
41 Other notes
1. Personnel employed by the Company as of 31.12.2022 amounted to 122 persons and for the Group
(excluding Joint Ventures) to 5,076 persons, with the corresponding numbers as of 31.12.2021
amounted to 160 and 5,368 persons respectively.
2. Fees payable to the Group’s legal auditors for mandatory audit of the annual financial statements for
fiscal year 2022 amount to €907 thousand (2021: €1,032 thousand), €393 thousand (2021: €398
thousand) for the Tax Compliance Report and €66 thousand (2021: €167 thousand) for other non-
audit services.
Specifically, for the Group in fiscal year 2022, the total fees to companies of the
PricewaterhouseCoopers network in Greece amount to €823 thousand (2021: €859 thousand) for
mandatory audit of the financial statements, an amount of €346 thousand (2021: €350 thousand) for
the Tax Compliance Report and €64 thousand (2021: €146 thousand) for other non-audit services.
Specifically, for the Company in fiscal year 2022, the total fees to companies of the
PricewaterhouseCoopers network in Greece amounted to €213 thousand (2021: €205 thousand) for
mandatory audit of the financial statements, an amount of €35 thousand (2021: €31 thousand) for
the Tax Compliance Report and €12 thousand (2021: €59 thousand) for other non-audit services.
3. On 24.01.2022, due to snowfall and the extreme weather conditions, multiple vehicles were stranded
on the Attiki Odos Tollway (the total number of vehicles stranded was estimated by the Motorway
Traffic Management Centre to be approximately 3,500 vehicles). Subsequent to the event, an
electronic platform was created on the Attiki Odos website for the purpose of submission of
motorway user’s information to enable claims of compensation of 2,000 euros per vehicle, with
respect to vehicles immobilised on 24-25.01.2022, once legal and substantive conditions for payment
have been confirmed. The information was assessed by an independent international audit firm with
suitable expertise, able to act as an advisor to the company.
On 23.03.2022, Ministerial Decisions were announced imposing fines of €1,000,000 each on the
companies Attiki Odos SA and Attikes Diadromes SA, in relation to which an appeal has been filed
with the competent courts.
Based on the foregoing, the Group’s operating results for 2022 have been burdened with an amount
of €9 million.
4. On 27.07.2022 the results of the optional public offer of “RB ELLAKTOR HOLDING B.V.” were
announced for the acquisition of all the common registered voting shares of ELLAKTOR SA in
consideration of €1.75 per share in cash. Upon completion of the public offer process, Reggeborgh
Invest BV held a total of 160,680,530 Shares, which correspond to 46.15% of the Company’s total
paid-up share capital and voting rights.
5. On 28.07.2022, the Ordinary General Meeting of the shareholders of ELLAKTOR SA, among other
matters, elected Mr. Odysseus Christoforou as a new member of the Company’s Board of Directors
and designated him as an Independent Non-Executive Member. Also, on the proposal of its Board
of Directors and the recommendation of the Nominations and Remuneration Committee, he
appointed as Independent Non-Executive Members the following persons who exceed the criteria
of independence as defined in Art. 9 of Law 4706/2020, the Eligibility Policy and the Company’s
Corporate Governance Code.
o Athena Chatzipetrou, daughter of Konstantinos,
o Ioanna Dretta, daughter of Grigorios,
o Evgenia Livadarou, daughter of Ioannis and
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(254) / (270)
o Odysseas Christoforou, son of Stamatios.
In view of the above, the Board of Directors was reconstituted as a body as follows:
o Georgios Mylonogiannis, son of Stamatios-Takis, Chairman of the Board of Directors, Non-
Executive Member,
o Aristeidis (Aris) Xenofos, son of Ioannis, Vice President, Non-Executive Member,
o Efthymios Bouloutas son of Theodoros, CEO, Executive Member,
o Konstantinos Toumpouros son of Pantazis, BoD member, Independent - Non-Executive
Member
o Athena Chadjipetrou, daughter of Konstantinos, Independent Non-executive Member.
o Ioanna Dretta daughter of Grigorios, BoD member, Independent Non-Executive Member,
o Eugenia (Jenny) Leivadarou daughter of Ioannis, BoD member, Independent - Non-Executive
Member
o Panagiotis Kyriakopoulos son of Othon, BoD member, Non-Executive Member,
o Georgios Triantafyllou, BoD member, Non-Executive Member.
o Georgios Prousanidis son of Ioannis, Director, Non-Executive Member, and
o Odysseas Christoforou, BoD member, Independent Non-Executive Member.
6. On 25.08.2022, the Extraordinary General Meeting (EGM) of the shareholders of ELLAKTOR SA,
following a legal vote, approved:
(a) the Transaction for the transfer from the Company of 75% of the Renewable Energy Sources
sector, to the company under the name “MOTOR OIL RENEWABLE ENERGY SINGLE-PERSON S.A.”,
and
(b) the Reappointment of the Audit Committee (type, composition, number, membership and term
of office), pursuant to article 44 of Law 4449/2017, as applicable.
Following the foregoing EGM decision, the Audit Committee at its meeting on 25.08.2022,
unanimously elected Mr. Panagiotis Alamanos son of Charilaos as Chairman of the Audit Committee.
He is a third party who is not a member of the Board of Directors and independent of the Company,
and who has demonstrated and sufficient knowledge and experience in auditing and accounting as
well as sufficient knowledge in the industry in which the Company operates.
o Panagiotis Alamanos, son of Charilaos, Chairman of the Audit Committee,
o Athena Chatzipetrou, daughter of Konstantinos, Member,
o Ioanna Dretta of Gregoriou, Member and
o Evgenia Leivadarou, daughter of Ioannis, Member.
7. On 23.09.2022, the Company's Board of Directors decided to change in part how the money raised
through the cash capital increase of the Company's share capital would be distributed in favour of
the existing shareholders (the "SCI"), which was approved by the Extraordinary General Meeting of
the Company's Shareholders on 22.04.2021, amounting to a total of €118.9 million, net of issue costs
of €1.63 million. The money raised was to be distributed as follows, in accordance with the uses
specified in the Prospectus:
‒ €98.60 million in the form of an equal amount of SCI of the subsidiary AKTOR ATE, mainly to
cover liabilities arising from projects abroad and in the Greek market, as well as to support its
working capital needs in order to facilitate the smooth execution of both current and future
construction projects.
‒ €20.3 million for financing new investments in the segment of Renewable Energy Sources (RES)
The funds raised were distributed as follows until 30.06.2022:
‒ €98.60 million were made available on 06.08.2021 by ELLAKTOR SA for the full coverage of the
entire SCI of AKTOR TECHNICAL SA,
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(255) / (270)
‒ €1.57 million to finance investments in the renewable energy sector.
As a result, it is now deemed appropriate to allocate and use the remaining unallocated amount of
€18.73 million as of 30.06.2022, out of the total amount of €20.30 million, which was intended to be
allocated to the RES Sector within 12–18 months from the completion of the SCI in accordance with
the Prospectus. The remaining amounts by category of use, as stated in the SCI Prospectus, remain
the same.
It should be noted that the partial amendment mentioned above was selected to help the Company
achieve its goals more successfully in light of the changing situation and its operating, growth, and
capital requirements.
8. The plan for the demerger of the Company (the "Demerged Entity") through a spin-off of a branch
of the Company with the establishment of a new company (the "Beneficiary") was authorised at the
meeting of its Board of Directors on 23.10.2022, in accordance with Articles 57 par. 3 and 59 to 74 of
Law 4601/2019, of Law 4548/2018 and Legislative Decree 1297/1972, as applicable: The demerger
will specifically comprise the spin-off of the Company's renewable energy sector, whose assets and
liabilities are reflected in the balance sheet of the demerged company as of 31.12.2021. (Note 6).
9. On 04.11.2022 the results of the obligatory public offer of “RB ELLAKTOR HOLDING B.V.” were
announced for the acquisition of all the common registered voting shares of ELLAKTOR SA in
consideration of €2.48 per share in cash. Upon completion of the public offer process, RB ELLAKTOR
HOLDING B.V. holds a total of 19,040,988 shares of the company REDS S.A., which correspond to
33.15% of the Company’s total paid-up share capital and voting rights.
42 Events after the reporting date
1. The subsidiary company under the name “REDS REAL ESTATE DEVELOPMENT AND SERVICES SA"
trading as "REDS S.A.", proceeded on 31.01.2023 to the conclusion of a joint secured bond loan of a
total amount of €71.4 million through its 100% subsidiary, YIALOU EMPORIKI S.A., for the financing
of the Group's projects as well as for the refinancing of existing loans, thus significantly reducing the
perceived liquidity risk of the REDS Group.
2. On 08.02.2023, the subsidiary company REDS SA announced that the period for exercising the exit
right under Article 28 of Law 3461/2006 in relation to the mandatory public offer (the "Public Offer"),
which was submitted on 19.08.2022 by the company under the name RB Ellaktor Holding B.V. (the
"Offeror"), expired on 06.02.2023 and the Offeror is no longer obliged to acquire publicly issued
shares of the Company (the "Shares") which are offered to it by shareholders of the Company in
exercise of the exit right under Article 28 of Law 3461 /2006. By the end of the exit deadline, on
06.02.2023, the Offeror acquired 473,974 Shares from the Company's shareholders who exercised
the right to exit, for a consideration of €2.48 per Share. After the expiry of the exit deadline, the
Offeror informed the Company that it now directly owns 19,514,962 Shares, which correspond to
33.98% of the share capital and voting rights in the Company.
The full announcement has been posted on the website of REDS SA and specifically at the following
link 2023.02.09_REDS_Completion-TEST-RIGHT-TO-EXIT.pdf
3. On 15.02.2023, the signing of the purchase and sale contract of the property of the former US base
in Gournes Heraklion was held at the premises of the Hellenic Property Development Fund (TAIPED)
with REDS S.A., a subsidiary of ELLAKTOR SA, which was the highest bidder in the e-Auction for the
purchase and development of the property.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(256) / (270)
The full announcement has been posted on the website of TAIPED and specifically at the following
link https://hradf.com/taiped-ypografi-toy-symvolaioy-agorapolisias-toy-akinitoy-stis-goyrnes-
irakleioy/
4. On 24.03.2023 the Company, in response to a letter from the Capital Market Commission that
referred to publications of 23 March 2023, informed the investing public that on the evening of
23.03.2023 it became the recipient of a non-binding Letter of Intent for the acquisition of the
subsidiary of the company AKTOR SA from the company INTRAKAT SA. The letter of intent is subject
to terms, conditions and requirements, and has not yet been evaluated by the Company's Board of
Directors.
5. On 30.03.2023 an agreement was signed with INTRAKAT SA for the sale of its entire shareholding in
the subsidiary construction company AKTOR SA directly and indirectly (through the 100% subsidiary
of AKTOR CONCESSIONS SA). The transaction is subject to the approval of the Competition
Commission, all other statutory approvals and permits, as well as the General Meeting of the
Company's Shareholders and its completion is expected by the end of this year. A total amount of
€214 million will be collected from the transaction, of which the amount of €100 million will be
collected upon its completion as equity value, while the amount of €114 million will be paid gradually
within 19 months from the completion of the transaction as repayment of intra-group borrowing.
The effect on the Group will be determined upon completion of the transaction and according to
Management's estimates it is not expected to be significant. The full announcement has been posted
on the Company's website, specifically at the link https://ellaktor.com/informations/anakoinoseis/.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(257) / (270)
43 Group holdings
43.a The companies of the Group which have been consolidated under the full consolidation method, are as follows:
PARENT % 31.12.2022
PARENT % 31.12.2021
Α/Α
COMPANY
REGISTERED
OFFICE
SEGMENT OF ACTIVITY
DIRECT
INDIRECT
TOTAL
DIRECT
INDIRECT
TOTAL
UNAUDITED YEARS
1
AIFORIKI DODEKANISOU SA
ENVIRONMENT
94.44
94.44
94.44
94.44
2017-2021*, 2022
2
AIFORIKI KOUNOU SA
GREECE
OTHER
99.69
99.69
99.69
99.69
2017-2022
3
AEOLIKI KANDILIOU SA
2
GREECE
RENEWABLE ENERGY SOURCES
-
-
100.00
100.00
2017-2022
4
EOLIKI KARPASTONIOU SA
2
GREECE
RENEWABLE ENERGY SOURCES
-
-
51.00
51.00
2017-2021*, 2022
5
EOLIKI OLYMPOU EVIAS SA
2
GREECE
RENEWABLE ENERGY SOURCES
-
-
100.00
100.00
2017-2022
6
AKTOR SA
GREECE
CONSTRUCTION
81.11
18.89
100.00
81.11
18.89
100.00
2017-2021*, 2022
7
AKTOR CONCESSIONS SA
GREECE
CONCESSIONS
100.00
100.00
100.00
100.00
2017-2021*, 2022
8
AKTOR CONCESSIONS SA – ARCHITECH SA
GREECE
CONCESSIONS
82.12
82.12
82.12
82.12
2017-2021*, 2022
9
AKTOR FM SA
GREECE
CONSTRUCTION
100.00
100.00
100.00
100.00
2017-2021*, 2022
10
AKTOR- TOMI GP
GREECE
CONSTRUCTION
100.00
100.00
100.00
100.00
2017-2022
11
URBAN SOLID WASTE RECYCLING SA - ASA RECYCLE
GREECE
ENVIRONMENT
70.84
70.84
70.84
70.84
2017-2022
12
DEVELOPMENT OF NEW ALIMOS MARINA SA
GREECE
CONCESSIONS
100.00
100.00
100.00
100.00
2019-2022
13
ANDROMACHI SA
GREECE
REAL ESTATE DEVELOPMENT
100.00
100.00
100.00
100.00
2017-2022
14
ANEMODOMIKI SA
GREECE
OTHER
100.00
100.00
100.00
100.00
2017-2022
15
ANEMOS ATALANTIS SA
2
GREECE
RENEWABLE ENERGY SOURCES
-
-
100.00
100.00
2017-2022
16
STERILISATION SA
GREECE
ENVIRONMENT
56.67
56.67
56.67
56.67
2017-2021*, 2022
17
APOTEFROTIRAS SA
GREECE
ENVIRONMENT
61.39
61.39
61.39
61.39
2017-2021*, 2022
18
ATTIKA DIODIA SA
GREECE
CONCESSIONS
65.78
65.78
65.78
65.78
2017-2022
19
ATTIKES DIADROMES SA
GREECE
CONCESSIONS
52.62
52.62
52.62
52.62
2017-2021*, 2022
20
ATTIKI ODOS SA
GREECE
CONCESSIONS
65.75
65.75
65.75
65.75
2017-2021*, 2022
21
VEAL SA
GREECE
ENVIRONMENT
47.22
47.22
47.22
47.22
2017-2021*, 2022
22
AEGEAN GEOENERGY HOLDINGS SA
GREECE
ENVIRONMENT
94.44
94.44
94.44
94.44
2020-2022
23
YIALOU ANAPTYXIAKI SA
GREECE
REAL ESTATE DEVELOPMENT
100.00
100.00
100.00
100.00
2017-2022
24
YIALOU EMPORIKI & TOURISTIKI SA
GREECE
REAL ESTATE DEVELOPMENT
55.46
55.46
55.46
55.46
2017-2021*, 2022
25
PPC RENEWABLES - ELLINIKI TECHNODOMIKI TEV S.A.
2
GREECE
RENEWABLE ENERGY SOURCES
-
-
51.00
51.00
2017-2021*, 2022
26
DIETHNIS ALKI SA
GREECE
REAL ESTATE DEVELOPMENT
100.00
100.00
100.00
100.00
2017*, 2018-2022
27
EDADYM SA
GREECE
ENVIRONMENT
94.44
94.44
94.44
94.44
2017-2018, 2019-
2021*, 2022
28
ELIANA MARITIME COMPANY
GREECE
CONSTRUCTION
100.00
100.00
100.00
100.00
2017-2022
29
HELLENIC QUARRIES SA
GREECE
CONSTRUCTION
100.00
100.00
100.00
100.00
2017-2021*, 2022
30
GREEK NURSERIES SA
GREECE
OTHER
50.00
50.00
50.00
50.00
2017-2022
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(258) / (270)
PARENT % 31.12.2022
PARENT % 31.12.2021
Α/Α
COMPANY
REGISTERED
OFFICE
SEGMENT OF ACTIVITY
DIRECT
INDIRECT
TOTAL
DIRECT
INDIRECT
TOTAL
UNAUDITED YEARS
31
HELLENIC ENERGY & DEVELOPMENT SA
GREECE
OTHER
100.00
100.00
100.00
100.00
2017-2022
32
HELLENIC ENERGY & DEVELOPMENT - RENEWABLES SA
2
GREECE
RENEWABLE ENERGY SOURCES
-
-
100.00
100.00
2017-2022
33
ELLINIKI TECHNODOMIKI ENERGIAKI SA
2
GREECE
RENEWABLE ENERGY SOURCES
-
-
100.00
100.00
2017-2021*, 2022
34
EPADYM SA
GREECE
ENVIRONMENT
94.44
94.44
94.44
94.44
2017-2021*, 2022
35
EPALTHEA SA
1
GREECE
ENVIRONMENT
56.66
56.66
-
-
2022
36
HELECTOR SA
GREECE
ENVIRONMENT
94.44
94.44
94.44
94.44
2017-2021*, 2022
37
HELECTOR - AEIFORIKI DODEKANISOU GP
GREECE
ENVIRONMENT
94.44
94.44
94.44
94.44
2017-2022
38
ILIOSAR ANDRAVIDAS SA
GREECE
CONSTRUCTION
100.00
100.00
100.00
100.00
2017-2022
39
THIVAIKOS ANEMOS SA
2
GREECE
RENEWABLE ENERGY SOURCES
-
-
100.00
100.00
2017-2018, 2019-
2021*, 2022
40
KANTZA SA
GREECE
REAL ESTATE DEVELOPMENT
100.00
100.00
100.00
100.00
2017-2022
41
KANTZA EMPORIKI SA
GREECE
REAL ESTATE DEVELOPMENT
55.46
55.46
55.46
55.46
2017-2022
42
J/V HELECTOR SA - WATT SA EMERGENCY NEEDS
COVER
GREECE
ENVIRONMENT
78.39
78.39
78.39
78.39
2020-2022
43
J/V HELECTOR - CYBARCO
CYPRUS
ENVIRONMENT
94.44
94.44
94.44
94.44
2007-2022
44
MOREAS SA
GREECE
CONCESSIONS
71.67
71.67
71.67
71.67
2017-2021*, 2022
45
MOREAS SEA SA
GREECE
CONCESSIONS
86.67
86.67
86.67
86.67
2017-2021*, 2022
46
NEMO MARITIME COMPANY
GREECE
CONSTRUCTION
100.00
100.00
100.00
100.00
2017-2022
47
ROAD TELECOMMUNICATIONS SA
GREECE
CONCESSIONS
100.00
100.00
100.00
100.00
2017-2022
48
P&P PARKING SA
GREECE
CONCESSIONS
100.00
100.00
100.00
100.00
2017-2022
49
PANTECHNIKI SA
GREECE
OTHER
100.00
100.00
100.00
100.00
2017-2022
50
PANTECHNIKI SA –LAMDA TECHNIKI SA –DEPA LTD
GREECE
CONSTRUCTION
100.00
100.00
100.00
100.00
2017-2022
51
POUNENTIS SA
GREECE
OTHER
100.00
100.00
100.00
100.00
2017-2022
52
STATHMOI PANTECHNIKI SA
GREECE
CONCESSIONS
100.00
100.00
100.00
100.00
2017-2022
53
P.K. TETRAKTYS EPENDYTIKI ANAPTYXIAKI SA
GREECE
OTHER
100.00
100.00
100.00
100.00
2017-2018, 2018-
2021*, 2022
54
TOMI SA
GREECE
CONSTRUCTION
100.00
100.00
100.00
100.00
2017-2021*, 2022
55
AKTOR & AL ABJAR CONTRACTING FOR TRADING AND
CONTRACTING
QATAR
CONSTRUCTION
100.00
100.00
100.00
100.00
2018-2022
56
AKTOR BULGARIA SA
BULGARIA
CONSTRUCTION
100.00
100.00
100.00
100.00
2009-2022
57
AKTOR CONCESSIONS (CYPRUS) LTD
CYPRUS
CONCESSIONS
100.00
100.00
100.00
100.00
2011-2022
58
AKTOR CONSTRUCTION INTERNATIONAL LTD
CYPRUS
CONSTRUCTION
100.00
100.00
100.00
100.00
2000-2022
59
AKTOR CONTRACTORS LTD
CYPRUS
CONSTRUCTION
100.00
100.00
100.00
100.00
2009-2022
60
AKTOR D.O.O. BEOGRAD
SERBIA
CONSTRUCTION
100.00
100.00
100.00
100.00
-
61
AKTOR D.O.O. SARAJEVO
BOSNIA-
HERZEGOVINA
CONSTRUCTION
100.00
100.00
100.00
100.00
-
62
AKTOR FACILITY MANAGEMENT LLC
1
UAE
CONSTRUCTION
100.00
100.00
-
-
-
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(259) / (270)
PARENT % 31.12.2022
PARENT % 31.12.2021
Α/Α
COMPANY
REGISTERED
OFFICE
SEGMENT OF ACTIVITY
DIRECT
INDIRECT
TOTAL
DIRECT
INDIRECT
TOTAL
UNAUDITED YEARS
63
AKTOR FM INTERNATIONAL LTD
CYPRUS
CONSTRUCTION
100.00
100.00
100.00
100.00
-
64
AKTOR FM & SERVICES WLL
QATAR
CONSTRUCTION
49.00
49.00
49.00
49.00
-
65
AKTOR KUWAIT WLL
KUWAIT
CONSTRUCTION
100.00
100.00
100.00
100.00
2008-2022
66
AKTOR QATAR WLL
QATAR
CONSTRUCTION
100.00
100.00
100.00
100.00
2011-2022
67
AKTOR SERVICES LTD
CYPRUS
CONSTRUCTION
100.00
100.00
100.00
100.00
-
68
AKTOR TECHNICAL CONSTRUCTION LLC
UΑΕ
CONSTRUCTION
70.00
70.00
70.00
70.00
-
69
AKVAVIT DOOEL
NORTH
MACEDONIA
CONSTRUCTION
100.00
100.00
100.00
100.00
-
70
AL AHMADIAH AKTOR LLC
UΑΕ
CONSTRUCTION
100.00
100.00
100.00
100.00
-
71
BIOSAR AMERICA INC
USA
CONSTRUCTION
100.00
100.00
100.00
100.00
2012-2022
72
BIOSAR AMERICA LLC
USA
CONSTRUCTION
100.00
100.00
100.00
100.00
2012-2022
73
BIOSAR ARGENTINA SA
ARGENTINA
CONSTRUCTION
100.00
100.00
100.00
100.00
2020-2022
74
BIOSAR AUSTRALIA PTY LTD
AUSTRALIA
CONSTRUCTION
100.00
100.00
100.00
100.00
2017-2022
75
BIOSAR BRASIL - ENERGIA RENOVAVEL LTDA
BRAZIL
CONSTRUCTION
99.99
99.99
99.99
99.99
2015-2022
76
BIOSAR CHILE SpA
CHILE
CONSTRUCTION
100.00
100.00
100.00
100.00
2017-2022
77
BIOSAR DOMINICANA
DOMINICAN
REPUBLIC
CONSTRUCTION
100.00
100.00
100.00
100.00
2017-2022
78
BIOSAR ENERGY (UK) LTD
UNITED
KINGDOM
CONSTRUCTION
100.00
100.00
100.00
100.00
2019-2022
79
BIOSAR HOLDINGS LTD
CYPRUS
CONSTRUCTION
100.00
100.00
100.00
100.00
2011-2022
80
BIOSAR PANAMA Inc
PANAMA
CONSTRUCTION
100.00
100.00
100.00
100.00
2013-2022
81
BURG MACHINERY
BULGARIA
CONSTRUCTION
100.00
100.00
100.00
100.00
2008-2022
82
CAISSON AE
GREECE
CONSTRUCTION
91.84
91.84
91.84
91.84
2017-2022
83
COPRI-AKTOR
ALBANIA
CONSTRUCTION
100.00
100.00
100.00
100.00
2014-2022
84
DUBAI FUJAIRAH FREEWAY JV
UΑΕ
CONSTRUCTION
100.00
100.00
100.00
100.00
-
85
ELLAKTOR VALUE PLC
UNITED
KINGDOM
OTHER
100.00
100.00
100.00
100.00
-
86
ELLAKTOR VENTURES LTD
CYPRUS
CONCESSIONS
98.61
98.61
98.61
98.61
2011-2022
87
HELECTOR CYPRUS LTD
CYPRUS
ENVIRONMENT
94.44
94.44
94.44
94.44
2008-2022
88
HERHOF GMBH
GERMANY
ENVIRONMENT
94.44
94.44
94.44
94.44
2017-2022
89
HELECTOR RECYCLING CENTER OSNABRUCK GMBH
GERMANY
ENVIRONMENT
94.44
94.44
94.44
94.44
2017-2022
90
HERHOF-VERWALTUNGS
GERMANY
ENVIRONMENT
94.44
94.44
94.44
94.44
2017-2022
91
INSCUT BUCURESTI SA
ROMANIA
CONSTRUCTION
100.00
100.00
100.00
100.00
1997-2022
92
IOANNA PROPERTIES SRL
ROMANIA
CONSTRUCTION
100.00
100.00
100.00
100.00
2005-2022
93
JEBEL ALI SEWAGE TREATMENT PLANT JV
UΑΕ
CONSTRUCTION
100.00
100.00
100.00
100.00
-
94
LEVASHOVO WASTE MANAGEMENT PROJECT LLC
RUSSIA
CONCESSIONS
98.61
98.61
98.61
98.61
-
95
PMS PROPERTY MANAGEMENT SERVICES AE
GREECE
REAL ESTATE DEVELOPMENT
55.46
55.46
55.46
55.46
2017-2022
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(260) / (270)
PARENT % 31.12.2022
PARENT % 31.12.2021
Α/Α
COMPANY
REGISTERED
OFFICE
SEGMENT OF ACTIVITY
DIRECT
INDIRECT
TOTAL
DIRECT
INDIRECT
TOTAL
UNAUDITED YEARS
96
PROFIT CONSTRUCT SRL
ROMANIA
REAL ESTATE DEVELOPMENT
55.46
55.46
55.46
55.46
2006-2022
97
REA WIND ENERGY SA
1
GREECE
OTHER
100.00
100.00
-
-
2022
98
REDS REAL ESTATE DEVELOPMENT SA
GREECE
REAL ESTATE DEVELOPMENT
55.46
55.46
55.46
55.46
2017-2021*, 2022
99
SC CLH ESTATE SRL
ROMANIA
REAL ESTATE DEVELOPMENT
55.46
55.46
55.46
55.46
2006-2022
* The fiscal years for which the Group companies that are audited by audit firms have obtained a tax compliance certificate are marked with an asterisk (*).
1
New companies
The following companies are included in the consolidated financial statements of 31.12.2022 that were not included in the consolidated statements of the previous
fiscal year ended 31.12.2021:
➢ REA WIND S.A., headquartered in Greece. The Group purchased the company during the second quarter of 2022, and it now owns 100% of the stock in
the company.
➢ EPALTHEA S.A., with registered office in Greece. The company was founded by Helector which holds 60% of the share capital in the company in
question.
➢ AKTOR FACILITY MANAGEMENT LLC, with registered offices in the UAE. The company was founded by Aktor, which owns 100% of the company, in Q4
2022.
2
Companies that are no longer consolidated on 31.12.2022
In the context of the implementation of the transaction for the transfer of the Renewable Energy Sources Sector to ANEMOS RES HOLDINGS SA on 14.12.2022,
the above companies have been fully consolidated until 13.12.2022.
For the subsidiaries in the table in which the consolidation percentage of the Group is shown as less than 50%, it is pointed out that direct participation of
subsidiaries participating in their share capital exceeds 50% apart from AKTOR FM & SERVICES WLL.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(261) / (270)
43.b The companies of the Group consolidated using the equity method are as follows:
PARENT % 31.12.2022
PARENT % 31.12.2021
Α/Α
COMPANY
REGISTERED
OFFICE
SEGMENT OF ACTIVITY
DIRECT
INDIRECT
TOTAL
DIRECT
INDIRECT
TOTAL
UNAUDITED TAX
YEARS YEARS
Associates
1
ATHENS CAR PARK SA
GREECE
CONCESSIONS
29.00
29.00
29.00
29.00
2017-2022
2
ANEMOS RES HOLDINGS SA
1
GREECE
OTHER
25.00
25.00
-
-
2022
3
AEGEAN MOTORWAY SA
GREECE
CONCESSIONS
22.22
22.22
22.22
22.22
2017-2022
4
BEPE KERATEAS SA
GREECE
CONSTRUCTION
35.00
35.00
35.00
35.00
2017-2022
5
GEFYRA SA
GREECE
CONCESSIONS
27.71
27.71
22.02
22.02
2017-2022
6
GEFYRA LITOURGIA SA
GREECE
CONCESSIONS
29.48
29.48
23.12
23.12
2017-2022
7
PROJECT DYNAMIC CONSTRUCTION
GREECE
ENVIRONMENT
30.52
30.52
30.52
30.52
2017-2022
8
ENERMEL SA
GREECE
ENVIRONMENT
47.22
47.22
47.22
47.22
2017-2022
9
EVOIKOS VOREAS SA
2
GREECE
RENEWABLE ENERGY SOURCES
-
-
49.00
49.00
2021-2022
10
PEIRA SA
GREECE
REAL ESTATE DEVELOPMENT
50.00
50.00
50.00
50.00
2017-2022
11
SOFRANO SINGLE-MEMBER SA
2
GREECE
RENEWABLE ENERGY SOURCES
-
-
49.00
49.00
2021-2022
12
CHELIDONA SA
GREECE
REAL ESTATE DEVELOPMENT
50.00
50.00
50.00
50.00
2017-2022
13
AKTOR ASPHALTIC LTD
2
CYPRUS
CONSTRUCTION
-
-
50.00
50.00
2017-2022
14
METROPOLITAN ATHENS PARK
GREECE
CONCESSIONS
25.70
25.70
25.70
25.70
2017-2022
15
POLISPARK AE
GREECE
CONCESSIONS
30.21
30.21
30.21
30.21
2017-2022
16
SALONICA PARK ΑΕ
GREECE
CONCESSIONS
24.70
24.70
24.70
24.70
2017-2022
Joint Ventures
17
THERMAIKI ODOS S.A.
GREECE
CONCESSIONS
50.00
50.00
50.00
50.00
2017-2022
18
STRAKTOR SA
GREECE
CONSTRUCTION
50.00
50.00
50.00
50.00
2017-2022
19
GEOTHERMAL TARGET II
GREECE
ENVIRONMENT
48.17
48.17
48.17
48.17
2021-2022
* The fiscal years for which the Group companies that are audited by audit firms have obtained a tax compliance certificate are marked with an asterisk (*).
1
New companies
The following companies are included in the consolidated financial statements of 31.12.2022 that were not included in the consolidated statements of the previous
fiscal year ended 31.12.2021:
➢ ANEMOS RES HOLDINGS SA, with registered office in Greece. The Group holds a 25% shareholding in the Company from 14.12.2022, following the completion
of the transaction for the transfer of the Renewable Energy Sources sector to the company.
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(262) / (270)
2
Companies that are no longer consolidated
AKTOR ASPHALTIC LTD was not incorporated in the consolidated financial statements of 31.12.2021 because it was sold to third parties.
The companies EVOIKOS VOREAS and SOFRANO have been consolidated using the equity method until 13.12.2022, as a direct holding of the Group.
THERMAIKI ODOS SA, which is consolidated using the equity method, has a recognised claim of €67.9 million against the Greek public sector, following the
arbitration awards in favour of the company in 2010 and 2012, in relation to the termination and suspension of the Concession Contract of the Thessaloniki
Underground Tunnel. The Greek State filed seven actions for annulment against the above arbitration awards and the Athens Court of Appeals ruled on these
petitions, duly admitting them for formal reasons. However, the Supreme Court quashed four of the appellate decisions (rulings are pending on the other three),
the arbitral awards of 2010 thus regaining retroactive effect, and held over the cases for trial on the merits of the material grounds put before it. Subsequent to
this decision, the new hearing to determine whether the above arbitral awards are irrevocably valid or void was finally held on 09.11.2020. The four decisions were
discussed and a judgement on the irrevocable rejection of the State’s annulment actions was issued by the Supreme Court on 14.07.2021. Consequently, after the
issuance of the latter decisions by the Supreme Court, 4 of the 7 arbitral awards of 2010 are irrevocably valid, produce effects and are immediately enforceable.
Furthermore, in July 2018, THERMAIKI ODOS SA reinstated arbitration proceedings with the same claims. The new arbitration ruling, which was issued in January
2019, found in favour of the company and awarded compensation in the amount of €65.2 million, plus default interest calculated from 30 January 2011. The Greek
public sector filed an action for annulment and an application for suspension of the above arbitration decision to the Athens Court of Appeals, which was heard
on 10 December 2019. On 07 April 2020, the Athens Court of Appeals issued decisions Nos 2128/2020 and 2131/2020, rejecting the action for annulment and the
application for suspension filed by the Greek State concerning the Arbitration Decision in favour of Thermaiki Odos of 03.01.2020. The company estimates that,
based on contractual terms and current case law, its claim is fully founded and the Greek state will proceed with settlement.
A Proposal for Conciliation of Dispute Resolution was filed by THERMAIKI ODOS SA to the Ministry of Infrastructure and Transport on 01.10.2021, following
negotiations between the Greek State and THERMAIKI ODOS SA. On 23.12.2021, the Legal Council of the State approved the compromise. On 11.01.2022, a letter
was sent in which the request for conciliatory settlement of the dispute was partially accepted, legally signed and approved by the Ministers of Finance and
Infrastructure, with full and complete payment of compensation of €85 million to the company, under prescribed conditions. On 14.01.2022, THERMAIKI ODOS
submitted a letter of acceptance of the terms of the compromise, as specified in the Minutes of the Plenary Session of the Legal Council of the State. The company
has proceeded to fulfill all the conditions prescribed.
On 15.10.2022, Article 87 of Law 4982 according to which "Amounts payable under enforceable court or arbitration decisions or opinions of the plenary of the
Legal Council of the State regarding compensation costs after interest and expenses arising from the concession contract of the Thermaiki Odos project, may be
charged to the co-financed part of the Public Investment Programme of the Ministry of Infrastructure and Transport,"
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(263) / (270)
43.c Joint ventures, the assets, liabilities, revenues and expenses of which the Group accounts for based on its participating share, are detailed in the following
table. The parent company only holds an indirect stake in said joint ventures via its subsidiaries.
Α/Α
JOINT VENTURES
REGISTERED
OFFICE
% PARTICIPATION
31.12.2022
UNAUDITED YEARS
1
J/V AKTOR ATE - IMPREGILO SPA (EXTENSION OF LINE 3 ASOMATON-AIGALEO)
GREECE
99.90
2017-2022
2
“J/V AKTOR SA – TERNA SA- BIOTER SA” – TERNA SA- BIOTER SA-AKTOR SA
GREECE
33.33
2017-2022
3
J/V AKTOR SA -CH.I. KALOGRITSAS SA (E/M METRO WORKS (RFP-079))
GREECE
49.42
2017-2022
4
J/V AKTOR SA -CH.I. KALOGRITSAS SA (E/M METRO WORKS (RFP-078))
GREECE
47.50
2017-2022
5
J/V ATTIKI ODOS – CONSTRUCTION OF ELEFSINA-STAVROS-SPATA ROAD & W.IMITOS RINGROAD ATTIKI ODOS MAINTENANCE
GREECE
59.27
2017-2022
6
J/V SIEMENS AG – AKTOR SA – TERNA SA
GREECE
50.00
2017-2022
7
J/V AKTOR SA – PANTECHNIKI SA (CONSTRUCTION OF PAPADIAS DAM)
1
GREECE
100.00
2017-2022
8
J/V AKTOR SA – SIEMENS SA - VINCI CONSTRUCTIONS GRANDS PROJETS (EXT. LINE 2, SECTION AGIOS DIMITRIOS-ELLINIKO
GREECE
70.00
2017-2022
9
J/V AKTOR SA –AEGEK - J & P AVAX-SELI (ELLINIKO TUNNEL TBM)
GREECE
30.00
2017-2022
10
J/V ATHENA SA – AKTOR SA
GREECE
30.00
2017-2022
11
J/V AKTOR TECHNICAL SA-JP AVAX SA-PANTECHNIKI SA-ATTIKAT SA (MAINTENANCE OF ATTIKI ODOS)
GREECE
59.27
2017-2022
12
AKTOR TECHNICAL SA-TERNA SA (SUBURBAN RAILWAY ACHARNES RAILWAY centre-PIRAEUS)
GREECE
50.00
2017-2022
13
J/V (CARS) LARISA (CARS BUILDING CONSTRUCTION LARISSA)
GREECE
81.70
2017-2022
14
J/V AKTOR TECHNICAL SA - ALTE TECHNICAL SA -EMPEDOS SA (CONSTRUCTION OF BUILDINGS & TECHNICAL WORKS)
GREECE
66.67
2017-2022
15
J/V AEGEK – BIOTER SA – AKTOR SA – EKTER SA
GREECE
40.00
2017-2022
16
J/V AKTOR TECHNICAL SA – ATHENA TECHNICAL SA-THEMELIODOMI SA (AESTHETIC INTEGRATION OF THE ATHENS OLYMPIC SPORTS
CENTRE (OAKA): SPECIAL CONSTRUCTIONS)
GREECE
71.00
2017-2022
17
J/V AKTOR TECHNICAL SA – DOMOTECHNIKI SA – THEMELIODOMI SA – TERNA SA – ETETH SA (CONSTRUCTION OF THESSALONIKI
MUNICIPAL HALL)
GREECE
25.00
2017-2022
18
JV AKTOR COPRI
KUWAIT
50.00
-
19
JV QATAR
QATAR
40.00
-
20
JV AKTOR SA - AKTOR BULGARIA SA
1
BULGARIA
100.00
-
21
CONSORTIUM BIOSAR ENERGY - AKTOR
1
BULGARIA
100.00
-
22
J/V TOMI SA – HLEKTOR SA (ANO LIOSIA LANDFILL CONSTRUCTION - SECTION II)
GREECE
97.76
2017-2022
23
J/V TOMI – MARAGAKIS ANDR. (2005)
GREECE
65.00
2017-2022
25
J/V TOMI SA- ATOMON SA (CORFU PORT- WINDWARD PIER)
GREECE
50.00
2017-2022
26
JV TOMI-BILFINGER BERGER (CYPRUS- PAPHOS LANDFILL)
CYPRUS
94.44
2017-2022
27
JV DETEALA- HELECTOR-EDL LTD (EXPLOITATION OF BIOGAS, ANO LIOSION LANDFILL)
GREECE
28.33
2017-2022
28
JV HELECTOR SA-BILFINGER BERGER (MARATHOUNTA LANDFILL & ACCESS WAY)
CYPRUS
94.44
2017-2022
29
J/V HELECTOR– ARSI SA (LEASED SERVICES FOR THE OPERATION OF INCINERATOR)
GREECE
75.56
2017-2022
30
J/V BILFIGER BERGER - MESOGEIOS- HELECTOR SA (DRAINAGE TREATMENT - TAGARADA LANDFILL)
GREECE
27.39
2017-2022
31
J/V TOMI INDUSTRIAL AND COMMERCIAL SA –HELECTOR SA (CONSTRUCTION PHASE 1 - 2nd LANDFILL, MUNICIPALITY OF FYLI)
GREECE
98.79
2017-2022
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(264) / (270)
Α/Α
JOINT VENTURES
REGISTERED
OFFICE
% PARTICIPATION
31.12.2022
UNAUDITED YEARS
32
J/V AKTOR TECHNICAL SA- P&C DEVELOPMENT (CONSTRUCTION OF A NEW WING FOR AG. ANDREAS GENERAL HOSPITAL)
GREECE
70.00
2017-2022
33
J/V AKTOR - ARCHIRODON - BOSKALIS (THERMAIKI ODOS-CONSTRUCTION OF THESSALONIKI UNDERWATER ARTERY)
GREECE
50.00
2017-2022
34
J/V AKTOR –ATHENA (BIOLOGICAL WASTEWATER TREATMENT, VOUKOURESTIOU)
GREECE
50.00
2017-2022
35
J/V AKTOR –INTRAKAT - J & P AVAX
GREECE
71.67
2017-2022
36
J/V HOCHTIEF-AKTOR-J&P-VINCI-AEGEK-ATHENA (CONSTRUCTION OF THE MALIAKOS-KLEIDI MOTORWAY)
GREECE
29.30
2017-2022
37
J/V VINCI-J&P AVAX-AKTOR-HOCHTIEF-ATHENA
GREECE
17.00
2017-2022
38
J/V PANTECHNIKI SA- J&P AVAX SA- BIOTER SA
GREECE
39.32
2017-2022
39
J/V TERNA SA – PANTECHNIKI SA
GREECE
16.50
2017-2022
40
J/V PANTECHNIKI SA – ARCHITECH SA– OTO PARKING SA
GREECE
45.00
2017-2022
41
J/V AKTOR - TERNA - J&P (SKA-PIRAEUS PHASE 2)
GREECE
33.33
2017-2022
42
J/V TERNA - AKTOR
GREECE
50.00
2017-2022
43
J/V AKTOR - HOCHTIEF (CONSTRUCTION OF THE MALIAKOS-KLEIDI MOTORWAY)
GREECE
33.00
2017-2022
44
J/V AKTOR SA – OKTANA SA (ASTYPALEA LANDFILL)
GREECE
50.00
2017-2022
45
J/V TOMI – HELECTOR – KONSTANTINIDIS (CONSTRUCTION PHASE 1 - 2nd WEST ATTICA LANDFILL)
GREECE
69.16
2017-2022
46
J/V AKTOR TECHNICAL SA – IMEK HELLAS SA (DESIGN-CONSTRUCTION-EQUIPMENT OF THE GENERAL HOSPITAL OF CHALKIDA)
GREECE
75.00
2017-2022
47
J/V ATOMON SA – TOMI SA
GREECE
50.00
2017-2022
48
J/V AKTOR TECHNICAL SA – ELTER SA (CONSTRUCTION OF A SECTION OF NEW NATIONAL ROAD, NORTH ROAD AXIS CRETE)
GREECE
70.00
2017-2022
49
J/V HELECTOR– ENVITEC (SUPPORT - OPERATION - MAINTENANCE OF MECHANICAL RECYCLING FACTORY)
GREECE
47.22
2017-2022
50
J/V AKTOR SA - J&P AVAX SA - NGA NETWORK DEVELOPMENT
GREECE
50.00
2017-2022
51
J/V HELECTOR SA – TH.G.LOLOS - CH.TSOBANIDIS - ARSI SA (SUPPORT - OPERATION - MAINTENANCE OF MECHANICAL RECYCLING
FACTORY)
GREECE
66.11
2017-2022
52
J/V HELECTOR SA –TH.G.LOLOS- CH.TSOBANIDIS- ARSI SA- ENVITEC SA (RECYCLING FACTORY SERVICES)
GREECE
47.08
2017-2022
53
J/V HELECTOR SA – ZIORIS SA (OPERATION OF LANDFILL, EPIROS REGION)
GREECE
48.17
2017-2022
54
J/V TOMI INDUSTRIAL AND COMMERCIAL SA – ARSI SA MARAGAKIS GREEN WORKS SA (GREEN MAINTENANCE PROJECTS)
GREECE
65.00
2017-2022
55
J/V AKTOR SA - J&P (J/V PROJECT KOROMILIA KRYSTALLOPIGI)
GREECE
60.00
2017-2022
56
J/V KONSTANTINIDIS -HELECTOR
GREECE
46.28
2017-2022
57
J/V AKTOR TECHNICAL SA-J&P AVAX SA (MAINTENANCE OF NATURAL GAS NATIONAL TRANSMISSION SYSTEM)
GREECE
50.00
2017-2022
58
J/V AKTOR - TERNA (STYLIDA JUNCTION)
GREECE
50.00
2017-2022
60
J/V AKTOR-PORTO CARRAS-INTRACAT (ESCHATIA RIVER J/V)
GREECE
50.00
2017-2022
60
J/V AKTOR-TERNA (NEW PATRAS PORT)
GREECE
30.00
2017-2022
61
J/V AKTOR TECHNICAL SA – IMEK HELLAS SA (LEFKADA HOSPITAL J/V)
GREECE
75.00
2017-2022
62
J/V HELECTOR SA - AKTOR TECHNICAL SA (EGNATIA HIGH FENCING PROJECT)
1
GREECE
66.11
2017-2022
63
J/V TRIKAT SA - TOMI SA (IMPROVEMENT WORKS FOR A SECTION OF EGNATIA ODOS MOTORWAY)
GREECE
30.00
2017-2022
64
J/V AKTOR – J & P AVAX SA (MAINTENANCE OF ATTIKI ODOS CONCESSION)
GREECE
65.78
2017-2022
65
J/V AKTOR TECHNICAL SA –TERNA SA (EXTRACTION - MINING - DISTRIBUTION & SALE OF LIGNITE)
GREECE
50.00
2017-2022
66
J/V AKTOR TECHNICAL SA - HELECTOR SA (Biological treatment plant in Chania)
GREECE
97.88
2017-2022
67
J/V AKTOR - P C DEVELOPMENT SA (ANCHORAGE FOR TOURIST BOATS, VASILIKI LEFKADA)
GREECE
50.00
2017-2022
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(265) / (270)
Α/Α
JOINT VENTURES
REGISTERED
OFFICE
% PARTICIPATION
31.12.2022
UNAUDITED YEARS
68
J/V AKTOR TECHNICAL SA - J&P AVAX SA - INTRAKAT (CONSTRUCTION OF PANAGOPOULAS TUNNEL)
GREECE
42.50
2017-2022
69
J/V AKTOR TECHNICAL SA - KARALIS KONSTANTINOS (DEVELOPMENT OF PUBLIC USE AREAS IN KASTORIA)
GREECE
94.63
2017-2022
70
J/V AKTOR SA - ALSTOM TRANSPORT SA
GREECE
65.00
2017-2022
71
J/V AKTOR TECHNICAL SA – TERNA SA (J/V ERGOSE RAILWAY & FREIGHT CENTRE, THRIASIO PEDIO)
GREECE
50.00
2017-2022
72
J/V AKTOR TECHNICAL SA - J&P AVAX SA (J/V FOR CONSTRUCTION OF PANAGOPOULAS TUNNEL)
GREECE
66.09
2017-2022
73
J/V AKTOR TECHNICAL SA - INTRAKAT (CONSTRUCTION FOR PUBLIC UTILITY PROJECTS)
GREECE
50.00
2017-2022
74
J/V AKTOR SA - TERNA SA - PORTO KARRAS SA
GREECE
33.33
2017-2022
75
J/V AKTOR SA - J&P AVAX SA - TERNA SA
GREECE
33.33
2017-2022
76
J/V AKTOR SA - J&P AVAX SA - TERNA SA
GREECE
24.44
2017-2022
77
ALYSJ JV-GOLD LINE UNDERGROUND-DOHA
QATAR
32.00
-
78
J/V AKTOR SA - HELECTOR SA
BULGARIA
96.67
-
79
J/V IONIOS SA - AKTOR SA (SERRES - PROMACHONAS)
GREECE
50.00
2017-2022
80
J/V J&P AVAX SA - AKTOR TECHNICAL SA (HIGH PRESSURE NATURAL GAS NETWORK (DESFA NATURAL GAS PROJECTS)
GREECE
50.00
2017-2022
81
J/V J&P AVAX SA-AKTOR SA (DEPA SYSTEM SUPPORT)
GREECE
50.00
2017-2022
82
J/V AKTOR SA - ATHENA SA (OPERATION & MAINTENANCE OF PSITALIA TREATMENT PLANT)
GREECE
70.00
2017-2022
83
J/V IONIOS SA - AKTOR TECHNICAL SA (MANDRA-PSATHADES)
GREECE
50.00
2017-2022
84
J/V IONIOS SA - AKTOR TECHNICAL SA (AKTION)
GREECE
50.00
2017-2022
85
J/V IONIOS SA - AKTOR TECHNICAL SA (DRYMOS II)
GREECE
50.00
2017-2022
86
J/V IONIOS SA - AKTOR TECHNICAL SA (KIATO-RODODAFNI)
GREECE
50.00
2017-2022
87
J/V IONIOS SA - AKTOR TECHNICAL SA (ARDANIO-MANDRA)
GREECE
50.00
2017-2022
88
J/V ERGO SA - ERGODOMI SA - AKTOR TECHNICAL SA (J/V OF CHAMEZI PROJECT)
GREECE
30.00
2017-2022
89
J/V IONIOS SA - TOMI SA (DRYMOS 1)
GREECE
50.00
2017-2022
90
J/V IONIOS SA - AKTOR TECHNICAL SA (J/V KATOUNA)
GREECE
50.00
2017-2022
91
J/V IONIOS SA - AKTOR TECHNICAL SA (ASOPOS DAM)
GREECE
30.00
2017-2022
92
J/V IONIOS SA - AKTOR TECHNICAL SA (NESTORIO DAM)
GREECE
30.00
2017-2022
93
J/V ACTOR TECHNICAL SA - J&P AVAX S.A. (MAINTENANCE OF THE NATURAL GAS SYSTEM)
GREECE
40.00
2017-2022
94
J/V AKTOR TECHNICAL SA - CHRIST. D. KONSTANTINIDIS TECHNICAL SA (OPERATION OF THE THESSALONIKI WATER TREATMENT PLANT)
GREECE
50.00
2017-2022
96
J/V TOMI INDUSTRIAL AND TECHNICAL SA-ALSTOM TRANSPORT SA (J/V ERGOSE)
GREECE
39.04
2017-2022
97
J/V AKTOR TECHNICAL SA – TERNA SA (J/V ERGOSE RAILWAY & FREIGHT CENTRE, THRIASIO PEDIO)
GREECE
50.00
2017-2022
98
J/V AKTOR SA - TERNA SA
GREECE
50.00
2017-2022
99
JV CONSORCIO PTAR SALITRE
COLOMBIA
40.00
-
100
J/V AKTOR SA - HELECTOR SA
1
GREECE
98.89
2017-2022
101
AKTOR COMO INTERCITIES FACILITY MANAGEMENT
QATAR
50.00
-
102
VECTOR LTD
ALBANIA
50.00
-
103
JV A3 AKTOR - ECT
ROMANIA
51.00
-
104
JV SEBES-TURDA
1
ROMANIA
100.00
-
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(266) / (270)
Α/Α
JOINT VENTURES
REGISTERED
OFFICE
% PARTICIPATION
31.12.2022
UNAUDITED YEARS
105
AKTOR TECHNICAL S.A. - AKTOR CONTRACTORS LTD (CONSTRUCTION J/V OF VONITSA PROJECT)
1
GREECE
100.00
2019-2022
106
J/V AKTOR TECHNICAL SA - TOMI INDUSTRIAL AND TECHNICAL SA (NEW PORT OF IGOUMENITSA PHASE C1)
1
GREECE
100.00
2019-2022
107
INCINERATOR LEASE J/V HELECTOR SA - ARSI SA (LEASE OF MEDICAL WASTE INCINERATOR (SIAPA)
GREECE
66.11
2019-2022
108
J/V HELECTOR - MICHANIKI PERIVALLONTOS SA (POLYGYROU- ANTHEMOUNTA LANDFILL)
GREECE
47.22
2019-2022
109
J/V HELECTOR - MICHANIKI PERIVALLONTOS SA (OPERATION OF PARAMYTHIAS LANDFILL)
GREECE
47.22
2019-2022
110
J/V ENVIRONMENTAL ENGINEERING SA - HELECTOR SA
GREECE
47.22
2019-2022
111
J/V FOR THE FYLI LANDFILL CELL SLOPES PROJECT
GREECE
47.22
2019-2022
112
J/V J&P AVAX - AKTOR TECHNICAL SA (ATTICA NATURAL GAS NETWORKS)
GREECE
50.00
2019-2022
113
J/V AKTOR TECHNICAL SA - ANASTILOTIKI TECHNICAL SA (J/V SIGRIOU-LESVOU)
GREECE
66.67
2019-2022
114
J/V HELECTOR SA - AKTOR FM SA
GREECE
96.67
2019-2022
115
JV AKTOR TECHNICAL SA - OMADA KATASKEVON SA (J/V FLORINA HEATING)
GREECE
51.00
2019-2022
116
J/V AKTOR TECHNICAL SA - M. M. TSONTOS SA (J/V SOUDA)
GREECE
50.00
2019-2022
117
JV AKTOR ECT A0 CENTURA
ROMANIA
51.00
-
118
J/V FOR THE EXPLOITATION OF BIOGAS IN WESTERN MACEDONIA HELECTOR SA - THALIS ES S.A.
GREECE
56.67
2020-2022
119
J/V HELECTOR SA - TOMI AVETE - REHABILITATION OF THE SANITARY LANDFILL OF THE MUNICIPALITY OF SERRES
GREECE
95.56
2020-2022
120
ALSTOM-AKTOR SA-ARCADA-EUROCONSTRUCT TRADING 98 S.R.L. (LOT 1 3)
ROMANIA
30.00
-
121
AKTOR SA-ALSTOM-ARCADA (LOT 2)
ROMANIA
60.00
-
122
J/V HELECTOR SA– WATT SA
GREECE
78.39
2021-2022
123
J/V PRASINOU EMA
GREECE
51.94
2021-2022
124
J/V HELECTOR - ENVIRONMENTAL ENGINEERING (ARNAIA)
GREECE
47.22
2021-2022
125
J/V MESOGEIOS SA - AKTOR FM SA - Globitel SA
GREECE
33.33
2022
126
TRANSITIONAL MANAGEMENT J/V ORG APOVL. PKM HELECTOR SA MESOGEOS SA
GREECE
47.22
2022
127
J/V PC DEVELOPMENT SA-AKTOR TECHNICAL SA
GREECE
50.00
2022
128
J/V AKTOR TECHNICAL SA – AVAX SA ERGOTEM ATEBE
GREECE
40.00
2022
129
J/V AKTOR CONCESSIONS SA - AVAX SA
GREECE
65.00
2022
1
Joint ventures in which the Group holds a 100% participating interest via its subsidiaries.
Compared to the consolidated financial statements of 31.12.2021, the following joint ventures were not consolidated since they were dissolved through the
competent Tax Offices in 2022:
➢ J/V HELECTOR SA - THALISES SA
➢ J/V AKTOR TECHNICAL SA – I. PAPAILIOPOULOS TECHNICAL SA - DEGREMONT SA-DEGREMONT SPA (J/V OPERATION OF BIOLOGICAL WASTEWATER
TREATMENT PLANT THESSALONIKI)
➢ JV AKTOR ARBİOGAZ
ELLAKTOR SA
Annual Financial statements in line with IFRS
for the fiscal year from 1 January to 31 December 2022
Amounts in € thousand, unless otherwise stated
(267) / (270)
➢ J/V J&P AVAX SA - AKTOR SA (WHITE AREA NETWORKS)
➢ J/V ERGO SA – TOMI SA
➢ J/V TOMI – AKTOR (APOSELEMI DAM CONSTRUCTION)
➢ J/V HELECTOR– ERGOSYN TECHNICAL SA (WASTEWATER TREATMENT PLANT-MUNICIPALITY OF NORTH KINOURIA)
➢ J/V HELECTOR SA - EPANA SA (URBAN WASTE MANAGEMENT WORKS & SERVICES)/
➢ J/V TOMI SA - BIOLIAP SA - NATOURA SA (MAINTENANCE-IMPROVEMENT-GREEN INSTALLATION)
➢ J/V TOMI ABETE - BIOLIAP ATEBE (TREE CUTTING - TAP SECTION 1)
➢ J/V TOMI ABETE - BIOLIAP ATEBE (ERGOSE - TECHNICAL STUDIES FOR REHABILITATION PLANTING WORK)
➢ J/V TOMI ABETE - BIOLIAP ATEBE - NATURA SA (ERGOSE - TECHNICAL STUDIES FOR REHABILITATION PLANTING WORK)
➢ J/V AKTOR SA - HELECTOR SA OPERATION EELTH 30/2020(WASTEWATER TREATMENT OF THESSALONIKI)
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
(268) / (270)
E. Report on the Allocation of Funds Raised from the Share Capital
Increase for the period from 01.01.2022 to 31.12.2022
In accordance with the provisions of Articles 4.1.2, Part I of Athens Stock Exchange Stock Markets Steering
Committee Decision 25/17.07.2008 and the Hellenic Capital Market Commission Board of Directors’
Decision 8/754/14.4.2016, each as currently in force, a share capital increase by the company ELLAKTOR
SA (hereinafter the "Company") was made by cash payment with a preemptive rights in favour of the old
shareholders of the Company, with a ratio of 1.25 new shares for every 2 old, pursuant to the decision of
22 April 2021 (resumed after postponement of the meeting of 2 April 2021) by the Extraordinary General
Meeting of Shareholders of the Company in conjunction with the decision of 7 July 2021 by the Board of
Directors, and funds were duly raised amounting to a total sum of €118.9 million, excluding costs of issue
amounting to €1.63 million. From the Share Capital Increase, 133,920,002 new common shares were issued
at an issue price of €0.90 each, with a nominal value of €0.04 each, which after approval of the Listing &
Purchasing Operations Committee of the Athens Stock Exchange at its meeting on 11 August 2021, were
admitted for trading on the ATHEX Main Market on 13 August 2021. Certification of the timely and
complete payment of the total amount of the share capital increase by the Board of Directors of the
Company took place on 6 August 2021. Until 31.12.2022, the raised funds were allocated in accordance
with the use provided for in the Prospectus, approved by the Board of Directors of the Capital Market
Commission on 13.07.2021 (and its Supplement with an approval date of 29.07.2021), as well as the
September 23, 2022 decision of the Company's Board of Directors that approved the partial change in
the way the funds of the said share capital increase are allocated.
The following table shows the distribution of the funds raised (amounts in €) until 31.12.2022.
Table: Allocation of Funds Raised from the Share Capital Increase
Amounts in € millions
Method of Allocation of Funds
Raised
Based on the purposes indicated
in the Prospectus (Section 4.1.2
‘Reasons for the offer and use of
revenue’ of the Prospectus)
Distribution
of Funds
Raised
based on
the
Prospectus
Allocation of
the Capital
Raised after the
amendment,
according to
the decision of
the Board of
Directors of the
Company dated
23.09.2022
Capital
distributed
during the
period from
06.08.21 to
31.12.21
Allocated
Capital
from
01.01.22
to
31.12.22
Total
Capital
Distribute
d up to
31.12.22
Balance to
be
allocated
31.12.22
Note
Α.
ELLAKTOR participation in SCI of
100% subsidiary of AKTOR SA
98.60
98.60
98.60
0.00
98.60
0.00
1
1.
The total funds raised by AKTOR SA
will be allocated in order of priority
as follows: For the repayment of the
bond loan amounting to €50 million
(bridge financing), which was raised
on 17 May 2021 to cover short-term
liabilities and expenses due to
activities abroad.
50.00
50.00
50.00
0.00
50.00
0.00
2
(i)
International photovoltaic park
projects (5.1 million Australia, 2.4
million England and 2.4 million
Brazil)
10.40
10.40
10.40
0.00
10.40
0.00
(ii)
Towards short-term liabilities to
suppliers and subcontractors in the
Greek market.
21.40
21.40
21.40
0.00
21.40
0.00
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
(269) / (270)
Method of Allocation of Funds
Raised
Based on the purposes indicated
in the Prospectus (Section 4.1.2
‘Reasons for the offer and use of
revenue’ of the Prospectus)
Distribution
of Funds
Raised
based on
the
Prospectus
Allocation of
the Capital
Raised after the
amendment,
according to
the decision of
the Board of
Directors of the
Company dated
23.09.2022
Capital
distributed
during the
period from
06.08.21 to
31.12.21
Allocated
Capital
from
01.01.22
to
31.12.22
Total
Capital
Distribute
d up to
31.12.22
Balance to
be
allocated
31.12.22
Note
2.
The remaining amount of €48.6
million, in combination with the
€18.2 million remaining from the
aforementioned bond loan, will be
allocated as follows:
66.80
66.80
46.20
19.47
65.67
1.13
(i)
Coverage of liabilities to secure the
exit of AKTOR SA and its subsidiaries
from PV projects abroad
34.00
34.00
13.40
19.47
32.87
1.13
(ii)
Coverage of short-term liabilities of
AKTOR SA to suppliers and
subcontractors in the Greek market
32.80
32.80
32.80
0.00
32.80
0.00
Β.
Financing of new investments in
the field of Renewable Energy
Sources (RES)
20.30
1.57
1.57
0.00
1.57
0.00
3
Covering part of the borrowings
and working capital needs (BoD
Decision 23.09.2022)
18.73
0.00
18.73
18.73
0.00
4
Publication costs
1.63
1.63
1.55
0.08
1.63
0.00
4
Total
120.53
120.53
81.12
38.28
119.40
1.13
5
Notes:
1 The amount of €98.60 million was allocated on 6 August 2021 by ELLAKTOR SA, for the full coverage of
the full share capital increase of AKTOR SA (after waiver of preemptive right by AKTOR CONCESSIONS),
by decision of the Extraordinary General Meeting of Shareholders on 6 August 2021.
2 On 10 August 2021, AKTOR SA, pursuant to the decision of 9 August 2021 of its Board of Directors, made
a full and complete repayment (including interest and any expenses) of the bond loan (bridge financing),
amounting to €50 million.
3 Regarding the allocation of the amount of €20.3 million for the financing of new investments in the field
of Renewable Energy Sources (case B of the above table and the prospectus), an amount of €1.57 million
was allocated prior to 31 December 2022.
4 On 23.09.2022, the Board of Directors of ELLAKTOR SA approved by its decision the partial change in the
way the funds of this share capital increase are allocated, according to which there remained on
30.06.2022 an unallocated amount of €18.73 million, from the total of €20.30 million, which was intended
to be allocated for the RES Sector within 12-18 months from the completion of the share capital increase
(according to the Prospectus), it was deemed appropriate to allocate and use to cover part of the loan
obligations and working capital needs of ELLAKTOR SA.
For the above partial modification of the disposal of the funds raised, no approval by the General Meeting
is required, as long as the change of use is not significant and does not exceed 20% of the total funds
raised, in accordance with the provisions of article 22 of Law 4706/2020 as in force.
ELLAKTOR SA
Annual Financial Report
for the fiscal year from 1 January to 31 December 2022
(270) / (270)
The full announcement regarding the partial modification of the disposal of the raised funds has been
posted on the Company's website, specifically at the link https://ellaktor.com/informations/diathesi-
antlithenton-kefalaion-amk/
The above remaining amount of €18.73 million as well as the remaining amount resulting from the
issuance costs, i.e. €83 thousand, which was added to the working capital, were fully allocated by
31.12.2022.
5 Unallocated funds are held, until their disbursement for the purposes described in the table above, in
liquid low-risk positions.
Kifissia, 5 April 2023
THE CHAIRMAN OF THE
BOARD OF DIRECTORS
THE CHIEF EXECUTIVE OFFICER
THE CHIEF FINANCIAL
OFFICER
THE HEAD OF THE
ACCOUNTING
DEPARTMENT
GEORGIOS MYLONOGIANNIS
EFTHYMIOS BOULOUTAS
DIMOSTHENIS REVELAS
ANDREAS TSAGRIS
ID Card No AE 024387
ID Card No ΑΚ 638231
ID Card No ΑΡ 157944
ID Card No AI 099022