549300XDXYOF57JOFT72-2022-12-31-en.xhtml

Prodea Real Estate Investment Company

Société Anonyme

Annual Consolidated and Separate Financial Report

for the year from January 1 to December 31, 2022

according to International Financial Reporting Standards (‘’IFRS’’) as adopted by

European Union

This financial report has been translated from the original report that has been prepared in the Greek

language. Reasonable care has been taken to ensure that this report represents an accurate translation

of the original text. In the event that differences exist between this translation and the original Greek

language financial report, the Greek language financial report will prevail over this document.

April 2023

Table of contents

Certification of the Board of Directors ............................................................................................................................. 4

Board of Directors’ Annual Report ................................................................................................................................... 5

Annual Activity Report of the Audit Committee ............................................................................................................ 58

Supplementary Report ................................................................................................................................................... 63

Report on the Audit of the Separate and Consolidated Financial Statements .............................................................. 66

Statement of Financial Position ..................................................................................................................................... 73

Income Statement .......................................................................................................................................................... 74

Statement of Total Comprehensive Income .................................................................................................................. 75

Statement of Changes in Equity - Group ........................................................................................................................ 76

Statement of Changes in Equity - Company ................................................................................................................... 77

Cash Flow Statement - Group ........................................................................................................................................ 78

Cash Flow Statement - Company ................................................................................................................................... 79

NOTE 1: General Information ........................................................................................................................................ 80

NOTE 2: Summary of Significant Accounting Policies ................................................................................................... 81

2.1. Basis of preparation ...................................................................................................................................... 81

2.2. Information regarding current geopolitical developments and the impact of the energy crisis .................. 82

2.3. Adoption of IFRSs .......................................................................................................................................... 83

2.4. Consolidation................................................................................................................................................. 85

2.5. Business Combinations .................................................................................................................................. 87

2.6. Foreign Currency Translation ........................................................................................................................ 88

2.7. Investment Property ..................................................................................................................................... 88

2.8. Property and Equipment ............................................................................................................................... 89

2.9. Intangible Assets ........................................................................................................................................... 90

2.10. Inventory property ........................................................................................................................................ 90

2.11. Leases ............................................................................................................................................................ 91

2.12. Sale and Leaseback Transactions – A company of the Group is the Lessee .................................................. 92

2.13. Trade and Other Assets ................................................................................................................................. 92

2.14. Cash and Cash Equivalents ............................................................................................................................ 93

2.15. Share Capital ................................................................................................................................................. 93

2.16. Dividend Distribution .................................................................................................................................... 93

2.17. Trade and Other Payables ............................................................................................................................. 93

2.18. Borrowings .................................................................................................................................................... 93

2.19. Borrowing costs............................................................................................................................................. 93

2.20. Current and Deferred Tax ............................................................................................................................. 93

2.21. Employee Benefits ........................................................................................................................................ 94

2.22. Provisions ...................................................................................................................................................... 95

2.23. Revenue Recognition .................................................................................................................................... 95

2.24. Interest Income and Finance Costs ............................................................................................................... 95

2.25. Segment Reporting ....................................................................................................................................... 96

2.26. Related Party Transactions ........................................................................................................................... 96

2.27. Offsetting ...................................................................................................................................................... 96

2.28. Earnings per Share ........................................................................................................................................ 96

2.29. Assets and Liabilities held for sale and discontinued operations ................................................................. 97

2.30. Restricted Cash.............................................................................................................................................. 97

2.31. Derivative Financial Instruments .................................................................................................................. 98

NOTE 3: Financial Risks Management ......................................................................................................................... 98

3.1. Financial Risk Management ........................................................................................................................... 98

3.2. Capital Risk Management ............................................................................................................................ 101

3.3. Fair Value Estimation of Financial Assets and Liabilities ............................................................................. 101

NOTE 4: Critical Accounting Estimates and Judgments ............................................................................................. 102

4.1. Critical Accounting Estimates and Judgments ............................................................................................. 102

NOTE 5: Segment Reporting ...................................................................................................................................... 104

NOTE 6: Investment Property ................................................................................................................................... 109

NOTE 7: Property and Equipment ............................................................................................................................. 121

NOTE 8: Acquisition of Subsidiaries (business combinations and asset acquisitions)............................................... 122

Table of contents

NOTE 9: Investments in Subsidiaries ......................................................................................................................... 126

NOTE 10: Investments in Joint Ventures ..................................................................................................................... 130

NOTE 11: Other long-term Assets ............................................................................................................................... 132

NOTE 12: Trade and Other Assets ............................................................................................................................... 133

NOTE 13: Inventory property ...................................................................................................................................... 134

NOTE 14: Cash and Cash Equivalents .......................................................................................................................... 135

NOTE 15: Derivative financial instruments ................................................................................................................. 135

NOTE 16: Share Capital & Share Premium .................................................................................................................. 136

NOTE 17: Reserves ...................................................................................................................................................... 136

NOTE 18: Non-controlling interests ............................................................................................................................ 136

NOTE 19: Borrowings .................................................................................................................................................. 138

NOTE 20: Retirement Benefit Obligations................................................................................................................... 143

NOTE 21: Trade and Other payables ........................................................................................................................... 144

NOTE 22: Deferred Tax Liabilities ................................................................................................................................ 145

NOTE 23: Dividends per share ..................................................................................................................................... 145

NOTE 24: Revenue....................................................................................................................................................... 146

NOTE 25: Property Taxes-Levies ................................................................................................................................. 146

NOTE 26: Direct Property Related Expenses ............................................................................................................... 147

NOTE 27: Personnel Expenses ..................................................................................................................................... 147

NOTE 28: Other Income .............................................................................................................................................. 148

NOTE 29: Other Expenses ........................................................................................................................................... 148

NOTE 30: Finance costs ............................................................................................................................................... 148

NOTE 31: Taxes ........................................................................................................................................................... 149

NOTE 32: Earnings per share ....................................................................................................................................... 149

NOTE 33: Contingent Liabilities and Commitments .................................................................................................... 150

NOTE 34: Related Party Transactions.......................................................................................................................... 151

NOTE 35: Independent Auditor’s fees ......................................................................................................................... 156

NOTE 36: Events after the Date of Financial Statements ............................................................................................ 156

Report on the use of proceeds from the issuance of “Green” Common Bond Loan through payment in cash for the

period from 20.07.2021 until 31.12.2022 .................................................................................................................... 157

Report of factual findings in connection with the “Report on the use of proceeds from the issuance of “Green”

Common Bond Loan through payment in cash for the period from 20.07.2021 until 31.12.2022” ............................ 159

Certification by Members of the Board of Directors

on the Financial Report as at December 31, 2022

Certification by Members of the Board of Directors pursuant to article 4, paragraph 2 of Law 3556/2007

We, the members of the Board of Directors of the company Prodea Real Estate Investment Company Société Anonyme,

certify that to the best of our knowledge:

(1) The Consolidated and Separate Financial Statements for the year ended December 31, 2022 have been prepared in

accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and present

a true and fair view of Statement of Financial Position, Income Statement, Statement of Comprehensive Income,

Statement of Changes in Equity and Cash Flow Statement of the Company and of the companies included in the

consolidation.

(2) The Board of Directors Annual Report fairly presents the evolution, the performance and the position of the

Company and of the companies included in the consolidation, including the description of the main risks and

uncertainties they face.

Athens, April 10, 2023

The Vice-Chairman B’ of the BoD

and CEO

The Executive Member of the BoD

Aristotelis Karytinos

Thiresia Messari

Athanasios Karagiannis

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

Annual Board of Directors Report

of “Prodea Real Estate Investment Company Société Anonyme”

on the Consolidated and Separate Financial Statements

for the year ended 31.12.2022

The present Board of Directors Report of the Company "Prodea Real Estate Investment Company Société

Anonyme" with the distinctive title "Prodea Investments" (hereinafter "the Company") relates to the financial year

2022 and has been prepared in accordance with the provisions of Articles 150-154 of Law 4548/2018, Law

3556/2007 and the implementing decisions of the Hellenic Capital Market Commission, and in particular Decision

No 7/448/11.10.2007 of the Board of Directors of the Hellenic Capital Market Commission.

I. FINANCIAL POSITION OF THE GROUP

During 2022, the Company and the subsidiaries (herein ‘’Group’’), continued with its increased investment activity

in real estate, with the new investments being fully attached to the Company's strategy for the development of its

portfolio with selected placement to properties with significant investment characteristics (see “SIGNIFICANT

EVENTS DURING 2022” below). The new acquisitions were financed by loans.

As at December 31, 2022, the Group’s real estate portfolio consisted of 381 (December 31, 2021: 373) commercial

properties (mainly retail and offices), of a total leasable area of 1,435 thousand sq.m. Three hundred and twenty-

seven (327) of those properties are located in Greece, mainly in prime areas. In addition, twenty-four (24)

properties are located in Cyprus, twenty six (26) properties are located in Italy, two (2) properties in Bulgaria and

two (2) properties in Romania. As at December 31, 2022 the fair value of the Group’s investment property

amounted to €2,566,670 (December 31, 2021: €2,326,915) including the Company’s owner-occupied property with

a fair value of €10,124 as at December 31, 2022 (December 31, 2021: €9,465), inventories with a fair value €19,010

as at December 31, 2022 (December 31, 2021: €35,388) and investment properties that have been recorded as

assets held for sale, under IFRS 5, with a fair value €46,252 as at December 31, 2022 (December 31, 2021: €2,104).

The valuations as at December 31, 2022, were performed by the independent valuers “Proprius Commercial

Property Consultants, "(representative of Cushman & Wakefield) and jointly the companies "P. Danos &

Associates" (representative of BNP Paribas Real Estate) and “Athinaiki Oikonomiki EPE” (representative of Jones

Lang LaSalle), the company “Axies S.A” (member of CBRE network for Greece and Cyprus), the company

“Hospitality Consulting Services S.A." for the properties outside Italy and Bulgaria, the Company “DRP Consult LTD”

for the properties in Bulgaria and the company “Jones Lang LaSalle S.p.A.” for the properties in Italy.

In addition, the Company participates in the following companies which are presented in the line “Investment in

joint ventures” in the Statement of Financial Position as at December 31, 2022:

• 40% in the company EP Chanion S.A., owner of land plot in Chania, Crete. The fair value of the land plot as at

December 31, 2022, amounted to €3,750 (December 31, 2021: €3,750).

• 90% in the company RINASCITA S.A., which has a lease agreement for a multistorey building in Athens. The fair

value of the property as at December 31, 2022, amounted to €35,000 (December 31, 2021: €28,600).

• 30% in the company PIRAEUS TOWER S.A. The PIRAEUS TOWER S.A. has signed a concession for the

redevelopment and exploitation of Piraeus Tower with the Municipality of Piraeus. The fair value of the

property as at December 31, 2022, amounted to €57,879 (December 31, 2021: €27,698).

• 25% in the company MHV Mediterranean Hospitality Venture Limited (hereinafter ‘’MHV’’) which owns the

hotels The Landmark Nicosia, Parklane, a Luxury Collection Resort & Spa Limassol in Cyprus and Nikki Beach

and Porto Paros in Greece. Furthermore, the company MHV owns 50% of the share capital of the company

Aphrodite Hills Resort. The fair value of the properties (investment properties, property and equipment and

inventories) of MHV as at December 31, 2022 amounted to €551,928 (December 31, 2021: €374,085).

• 35% in the company OURANIA Investment S.M.S.A, owner of several plots in Thessaloniki, in which a bioclimatic

building of offices with a total area of approximately 25.2 thousand sq.m. is under construction. The fair value

of the property as at December 31, 2022, amounted to €22,099 (December 31, 2021: €9,622).

• 75% in the company Fondo Five Lakes – Real Estate reserved closed-end Fund (Italian Real Estate Reserved AIF)

(hereinafter “Five Lakes”) owner of a hotel in Italy. The fair value of the property as at December 31, 2022,

amounted to €47,810.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

• 49% in the company V TOURISM S.A, owner of a hotel in Milos. The fair value of the property as at December

31, 2022, amounted to €21,400.

As at December 31, 2022, the fair value of the Assets Under Management of the Company amounted to €2,809,094

(December 31, 2021: €2,455,381). It is noted that the fair value of the properties of the Investment in joint ventures

has been calculated based on the participation percentage of the Company in each company.

Management always evaluates the optimal management of the Group's portfolio property, including a possible

sale if market conditions are appropriate. In this context, during 2022 the Group completed the disposal of nine

properties in Greece and in Italy. Furthermore, the joint venture MHV completed the disposal of a part of its share

in the company Aphrodite Hills Resort Limited (see “OTHER EVENTS” below).

II. SIGNIFICANT EVENTS DURING 2022

1. CORPORATE EVENTS

• On June 7, 2022 the Annual General Meeting of the Company’s Shareholders, approved the distribution of a

total amount of €71,283 (i.e. 0.279 per share – amount in €) as dividend to its shareholders for the year 2021.

Due to the distribution of interim dividend of a total amount of €28,104 (i.e. €0.11 per share – amount in €) on

December 7, 2021, following the relevant decision of the Board of Directors dated December 7, 2021, the

remaining dividend to be distributed amounts to €43,179 (i.e. €0.169 per share – amount in €).

• On December 1, 2022 the Company’s Board of Directors resolved on the distribution of a total amount of

€28,104 (i.e. 0.11 per share – amount in €) as interim dividend to its shareholders for the year 2022.

• On December 28, 2022, the merger by absorption (the “Merger”) of the 100% subsidiaries “Anaptixi

Fragkokklisia Akiniton S.A.”, “Irinna Ktimatiki S.A.”, “NEW METAL S.M.S.A.”, “ILIDA OFFICE S.M.S.A” and “ILDIM

S.M.S.A.” (the “Absorbed companies”) by the parent company Prodea Real Estate Investments S.A. with the

distinctive title "Prodea Investments" (the “Absorbing Company) was completed in accordance with the

decision No. 2863115/28.12.2022 of the Ministry of Economy and Development which was registered on the

same day with the General Commercial Register of the abovementioned Ministry. The Merger was completed

with the combined use of articles 6-21 and 30-38 of L. 4601/2019, and articles 1-5 of L. 2166/1993, each as in

force and in accordance with the provisions of No. 7.175/21.12 .2022 act of the Notary of Athens Eleni

Spiliopoulou Poulantzas. In accordance with the provisions of article 18 par. 2 of L. 4601/2019, from the

conclusion of the above Merger, the Absorbing Company was automatically substituted, as universal successor

of the Absorbed companies, in all their legal relationships and in all their rights and obligations, including those

on all the properties of the latter. The Company has taken the necessary actions for the registration of the

aforementioned merger agreement to the competent land registry offices. The property of the company "NEW

METAL EXPERT S.M.S.A" will be the subject of an additional notarial deed (actual transfer), as soon as the

required legal and technical formalities are completed.

2. INVESTMENTS

During 2022, the Group proceeded with the below investments which contributed to the dispersion of the Group's

real estate portfolio:

• On January 13, 2022, the Company completed the acquisition of five equal lands with a total area of 10.4

thousand sq.m. in Maroussi, Attica. The consideration of the above acquisitions amounted to € 13,767 and the

fair value, according to the valuation performed by the independent statutory valuers, amounted to €15,007.

The purpose of the acquisition is the development, after the demolition of the existing building and the

operation of a modern office with a minimum environmental LEED Gold certification, which will consist of two

autonomous and functionally independent buildings with a total area of more than 17 thousand sq.m.

• On April 18, 2022, the Company proceeded with the acquisition of 80% of the share capital of the company

THRIASEUS S.A. The consideration for the acquisition of the shares amounted to €528. On May 31, 2022,

THRIASEUS S.A. proceeded with the acquisition of 17 plots of land in the area of Aspropyrgos, Attica, with a

total area of 111 thousand sq.m on which the company aims to develop Logistics Center with modern

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

specifications with a total area of 39.8 thousand sq.m. The consideration for the acquisition of the properties

amounted to €5,856 (excluding the acquisition costs of €68) while the fair value on the date of acquisition,

according to the valuation performed by the independent statutory valuers, amounted to €7,784 (Note 8).

Furthermore, on May 23, 2022, the Company signed a sale and purchase agreement for the acquisition of the

remaining share capital of THRIASEUS S.A. subject to the successful development of the Logistics Center. The

consideration for the purchase of the shares will be calculated according to the terms of the agreement

considering the NAV of the company at the date of the acquisition. Finally, on June 23, 2022, the Extraordinary

General Meeting of the shareholders of THRIASEUS S.A. decided to increase the company's share capital by

€6,240 with the issuance of 1,040,000 new ordinary shares of a par value of €1 (amount in euros) and an issue

price of €6 (amount in euros) each. In the above increase, the company's minority shareholder partially

exercised his pre-emptive right, resulting in the Company's share in THRIASEUS SA on December 31, 2022. to

97.57% (Note 9).

• On June 6, 2022, a fully let office building in Maroussi, Attica, at 8B Chimarras and Gravias street, was acquired

by the Company, in the context of a compulsory execution procedure. The total area of the property is 14.1

thousand sq.m. The consideration of the acquisition amounted to €35,000 (excluding the acquisition costs of

€231) and the fair value, according to the valuation performed by the independent statutory valuers, amounted

to €34,113.

• On June 22, 2022, the Company concluded the acquisition of 100% of the shares and units of five companies in

Greece, which are the owners of nine residential plots of land and an existing residential building, which is fully

let, with the purpose to develop residential properties for sale and lease. The consideration for the acquisition

of the companies amounted to €16,291 taking into account the consideration for the properties (investment

properties and inventories) which amounted to €17,250 while their fair value at the date of acquisition,

according to the valuation performed by the independent statutory valuers, amounted to €18,177. The

companies WISE LOUISA S.M.S.A., THERMOPYLON 77 S.M.IKE and WISE ATHANASIA S.M.IKE are the owners of

4 plots of land with a total area of 7.2 thousand sq.m. in which residential properties for sale (inventories) will

be developed. The companies BTR HELLAS S.M.IKE and BTR HELLAS II S.M.IKE are the owners of 5 plots of land

with a total area of 1.7 thousand sq.m. in which residential properties for lease (investment properties) will be

developed and one fully leased residential building of 24 apartments with a total area of 1.2 thousand sq.m.

(Note 8).

• On June 26, 2022, the company Fondo Five Lakes – Real Estate reserved closed-end Fund (Italian Real Estate

Reserved AIF) was incorporated in Italy. The Company owns 75% of the shares of Five Lakes and is presented

as investments in joint ventures (Note 10). On July 28, 2022, Five Lakes concluded the acquisition of the

Bellevue Hotel Cortina d'Ampezzo in Italy for a total consideration of approximately €48,990. This six-storey

building currently operates partly as hotel premises and partly as private residences and is located in the center

of the ski resort of Cortina d'Ampezzo. The property will be completely renovated to create a five-star luxury

hotel with a capacity of up to 100 rooms.

• On November 4, 2022, the Company concluded the acquisition of two fully let office properties in the center

of Athens at Vasilissis Amalias 12 and 14 Avenue, with a total area of approximately 9 thousand sq.m. The

consideration for the acquisition of the properties amounted to €49,000 (excluding acquisition costs of €333)

while their fair value on the date of acquisition, according to the valuation performed by the independent

statutory valuers, amounted to €47,871.

• On November 14, 2022, the company Sygchrono Katoikein S.M.S.A. was established in Greece. The Company

owns 100% of its shares amounting to €500. The purpose of the company is to acquire plots of land for the

development of residential properties for sale.

• On December 20, 2022, the Company concluded the acquisition of a fully let office property at Amarousiou -

Chalandriou 18-20 Avenue in Marousi, Attica, with a total area of approximately 20,000 sq.m. The consideration

for the acquisition of the property amounted to €31,500 (excluding acquisition costs of €263) while its fair value

on the date of acquisition, according to the valuation performed by the independent statutory valuers,

amounted to €32,591.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

• On December 23, 2022 the Company acquired 49% of V TOURISM S.A. The consideration for the acquisition of

the company amounted to €1,887. On the same day, the Extraordinary General Meeting of its Shareholders

decided to increase the company's share capital by €6,850 with the issuance of 10,000 new ordinary shares of

a par value of €50 each (amount in €) and an issue price of €685 each (amount in €). The Company paid an

amount of €3,356 in proportion of its share in the share capital of V TOURISM. On December 29, 2022, V

TOURISM completed the acquisition of three plots of land with a total area of approximately 29.4 thousand

sq.m, on which the White Coast hotel in Milos has been developed. The consideration for the acquisition of the

plots of land amounted to €14,846, while their fair value on the date of acquisition, according to the valuation

performed by the independent statutory valuers, amounted to €21,400.

• On December 30, 2022, the Company acquired the remaining 65% of the shares of IQ HUB S.M.S.A. (hereinafter

"IQ HUB") which is the owner of a fully let office property in Marousi Attica. Upon completion of the acquisition,

the Company owns 100% of the shares of IQ HUB. The consideration for the acquisition of the IQ HUB shares

was calculated based on the net assets value of the company on the date of acquisition and amounted to

€9,989 (Note 8), taking into account the consideration for the investment property which amounted to

€42,241. The fair value of the property on the date of acquisition, according to the valuation performed by the

independent statutory valuers, amounted to €44,868.

3. OTHER EVENTS

• On February 21, 2022 the Company completed the disposal of a property at Megalou Alexandrou and Gr.

Nikolaidi street in Florina. The total consideration amounted to €420 and the book value of the property at the

date of the disposal amounted to €304. The gain amounting to €116 was recorded in "Result from disposal of

Investment property" in the Income Statement of the Group and the Company in the year ended on December

31, 2022. The property had been classified as assets held for sale item in the Statement of Financial Position of

the Group and the Company as at December 31, 2021.

• On July 29, 2022, the Company concluded the disposal of a property at Antoni Tritsi 115 in Kefalonia. The total

consideration amounted to €500 while its book value amounted to €444. The gain amounting to €56 was

recorded in "Result from disposal of Investment property" in the Income Statement of the Group and the

Company in the year ended December 31, 2022. The property was classified as assets held for sale in the

Statement of Financial Position of the Group and the Company as of December 31, 2021.

• On September 16, 2022, the Company concluded the disposal of a property at 125 25

Martiou street and Ant.

Daniolou, "Harilaou" area in Thessaloniki. The total consideration amounted to €345 while its book value

amounted to €313. The gain amounting to €32 was recorded in "Result from disposal of Investment property"

in the Income Statement of the Group and the Company in the year ended December 31, 2022. The property

was classified as assets held for sale in the Statement of Financial Position of the Group and the Company as of

June 30, 2022.

• On October 31, 2022, the Company concluded the disposal of a property at 12 Olympou street and 19

Gladstonos street in Thessaloniki. The total consideration amounted to €2,200 while its book value amounted

to €1,392. The gain amounting to €808 was recorded in "Result from disposal of Investment property" in the

Income Statement of the Group and the Company in the year ended December 31, 2022. The property was

classified as assets held for sale in the Statement of Financial Position of the Group and the Company as of

December 31, 2021. Out of the total consideration, the Company received an amount of €220 until December

31, 2021, while an amount of €1,980 was recorded in "Trade and other receivables" item in the Statement of

Financial Position of the Group and the Company in the year ended on December 31, 2022 (Note 12).

• On November 24, 2022, the disposal of 50% of MHV's stake in Aphrodite Hills Resort Limited was concluded.

The total consideration for the transfer of 50% of the participation and the transfer of the share of the

shareholder loan (50%), amounted to €27,865. Out of this, an amount of €17,365 had been collected on

December 31, 2022, while an amount of €10,500 will be collected in accordance with the contract provisions.

• On December 28, 2022, the Company concluded the disposal of a property at 30 Omirou street in Athens. The

consideration amounted to €12,500 while its book value amounted to €13,155. The loss of €655 was recorded

in "Result from disposal of Investment property" in the Income Statement of the Group and the Company in

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

the year ended December 31, 2022. Out of the total consideration, the Company received an amount of €2,500

until December 31, 2021, while an amount of €10,000 was recorded in "Trade and other receivables" in the

Statement of Financial Position of the Group and the Company in the year ended December 31, 2022 (Note

12).

• On December 29, 2022, the Company concluded the disposal of two properties at 19-20 Plateia filikis etairias

street and 21 Voukourestiou and Valaoritou streets in Athens. The consideration amounted to €4,730 while

their book value amounted to €3,666. The gain of €1,064 was recorded in "Result from disposal of Investment

property" in the Income Statement of the Group and the Company in the year ended December 31, 2022. The

total consideration was recorded in the "Trade and other receivables" in the Statement of Financial Position of

the Group and the Company in the year ended December 31, 2022 (Note 12).

• During 2022, the disposal of a Picasso Fund property of 49 parking spaces was concluded. The total

consideration amounted to €689 and the book value amounted to €743. The loss of €54 was recorded in "Result

from disposal of Investment property" in the Income Statement of the Group and the Company in the year

ended December 31, 2022.

• On October 24, 2022, the competent bodies of the Company decided to initiate the procedures for the disposal

of 49 properties of the Company in Greece and the disposal of the company Milora S.A. The properties and the

company are available for immediate disposal and their disposal is highly probable, therefore at December 31,

2022 they were classified as assets held for sale. The fair value of the 49 properties of the Company and the

property of Milora S.A. on December 31, 2022, amounts to €46,252. Company's participation in Milora S.A on

December 31, 2022 amounts to €1,558.

III. INFORMATION ABOUT CURRENT GEOPOLITICAL DEVELOPMENTS AND THE IMPACT OF THE ENERGY

CRISIS

Regarding the war in Ukraine and the current energy crisis, the Company's Management closely monitors and

evaluates the developments in order to implement any necessary measures and adjust its business plan (if so

required) in order to ensure business continuity and the limitation of any adverse effects.

Russia's military actions that began in Ukraine in February 2022 directly affected the global market which remains

volatile. They also caused serious consequences in the energy market and concerns regarding the increased prices

of products especially in Europe. The significant economic sanctions imposed on Russia continue to create

nervousness about a potential involvement of other countries. Although there is an increased risk that markets

will be affected more quickly than usual, the real estate market on the valuation date appears to be generally

functioning, recording sufficient transactions on which valuations can be based. In this context, valuers emphasize

the importance of the valuation date.

The Company recognizes the increase in the construction cost of real estate and the increase of Euribor as the

main points of concern. However, the Group has limited exposure to real estate development projects concerning

the total size of the investment portfolio, with the majority of those projects being in an advanced stage of

completion. At the same time, there has been an increasing trend in the levels of rents in the sectors of the Greek

real estate market in which the Company and the Group operate; as a result any increase in construction costs is

expected to be balanced to a certain extent by the increased rental income. Therefore, the impact is not expected

to be material to the Group’s overall performance. Regarding the commencement of new development projects,

the Company is on standby mode, evaluating the situation before embarking on new works.

Regarding the increase in Euribor, the Group has already entered into an interest rate risk hedging contract for an

amount of €575,000. The percentage of the Group's borrowings with fixed interest rates or for which interest rate

risk hedging contracts have already been concluded amounts to 64.3%.

Regarding the inflationary pressure, the Company's rental income is mostly linked to an adjustment (rent review)

clause concerning the change in the consumer price index.

At this stage it is not possible to predict the general impact that a prolonged energy crisis and increase in prices in

general may have on the financial conditions of the Group's customers.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

Finally, the Company will be intensifying its efforts to implement "green" energy investments in relevant properties

(e.g installation of photovoltaic systems on the rooftops of logistics buildings) in order to reduce the energy costs

of its lessees through the decrease of their dependence on conventional sources of energy.

IV. FINANCIAL PERFORMANCE OF THE GROUP

Revenue: Total revenue for the year ended December 31, 2022 amounted to €186,923 compared to €134,204 for

the year ended December 31, 2021, representing an increase of €39.3%. Total revenue for the year ended

December 31, 2022 includes income from the sale of the Panterra company office building amounting to €36,363.

Excluding the income from the sale of the office building, the revenue for the year ended December 31, 2022

amounts to €150,560, representing an increase by 12.2% compared to the previous year. The increase mainly

relates to the rentals of the new investments that have been acquired by the Group during the year 2022 as well

as the adjustments of the leases.

Net gain from the fair value adjustment of investment property: During the year 2022, the fair value of

investment properties of the Group increased by €59,669 (compared to increase of €96,723 in previous year).

Property related expenses (incl. property taxes-levies): Property related expenses including property taxes-levies

amounted to €28,119 for the current year compared to €25,012 of the prior year, representing an increase by

€3,107 or 12.4%. This increase is mainly attributable to the increase of utilities and common expenses (December

31, 2022: €6,180, December 31, 2021: €2,376), most of which are re-invoiced to the lessees of the properties while

the relevant amount is included in the fund “other income” and to the increase of foreign property taxes

(December 31, 2022: €3,255, December 31, 2021: €2,835) due to the investing activity of the Group during 2021.

Moreover, the Unified Property Tax (ENFIA) increased by €974 (December 31, 2022: €7,852, December 31, 2021:

€6,878) and is mainly due to the change in the tax values on January 1, 2022 and to the properties acquired within

the fiscal year 2021 since this specific tax is calculated on the properties owned by each legal entity on January 1

of each year. This increase was offset by a decrease in expenses for Advisory services in relation to real estate

portfolio by €2,927 (December 31, 2022: €3,821, December 31, 2021: €6,748) since these expenses were increased

in 2021 due to the increased investment activity of the Group.

Other Expenses: Other expenses of the Group for the year ended December 31, 2022 amounted to €9,244

compared to €10,056 of the previous year, with a decrease of €812 or 8.1%. The decrease is mainly due to the

decrease of third-party fees by €909 (December 31, 2022: €5,670, December 31, 2021: €6,579).

Operating Profit: The Group’s operating profit for the year ended December 31, 2022 amounted to €162,483

compared to operating profit of €187,017 of the previous year. By excluding the net gain/(loss) from the fair value

adjustment of investment property (December 31, 2022: net gain of €59,669, December 31, 2021: net gain of

€96,723), the gain from the sale of investment properties (December 31, 2022: €1,367, December 31, 2021: 197),

the gain/(loss) from acquiring control in subsidiary (December 31, 2022: loss 1,164, December 31, 2021: gain €321),

the impairment of non-financial assets (December 31, 2022: €4,095, December 31, 2021: €2,640) and the non-

recurring (income)/expenses as analysed in note 2 under the table Adjusted EBITDA (December 31, 2022: income

€1,577, December 31, 2021: expenses €5,534), the Group's operating profit for year ended December 31,2022

amounted to €105,129 compared to €97,950 of the prior year (7.3% increase). The increase is mainly due to the

increase of rental income which is partially offset by the increase of property related expenses (incl. property taxes-

levies), as analysed above.

Finance costs: The Group’s finance costs for the year 2022 amounted to €43,283 compared to €38,658 of previous

year with an increase of €4,625 or 12%. The increase is mainly attributable to the new loan agreements that the

Group concluded during the years 2022 and 2021, the loans of the companies acquired by the Group in 2022 and

2021 and the increase in Euribor.

Profit from continuing operations: The Group’s profit from continuing operations for the year ended December

31, 2022 amounted to €123,771 compared to profit of €175,081 of the previous year. By excluding the net

gain/(loss) from the fair value adjustment of investment property (December 31, 2022: net gain of €59,669,

December 31, 2021: net gain of €96,723), the gain from the sale of investment properties (December 31, 2022:

€1,367, December 31, 2021: 197), the net change in fair value of financial instruments at fair value through profit

or loss (December 31, 2022: 3,975, December 31, 2021: Nil), the gain/(loss) from acquiring control in subsidiary

(December 31, 2022: loss 1,164, December 31, 2021: gain €321), the unrealized gains from investments in joint

ventures (December 31, 2022: €771, December 31, 2021: €18,499), the impairment of non-financial assets

(December 31, 2022: €4,095, December 31, 2021: €2,640) and the non-recurring (income)/expenses as analysed

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

in note 1 under the table Funds from Operations (FFO) (December 31, 2022: income €1,570, December 31, 2021:

expenses €864) the Group's profit from continuing operations for year ended December 31,2022 amounted to

€61,678 compared to €62,845 of the prior year (1.9% decrease). The decrease is mainly due to the increase in

“direct property related expenses, property taxes-levies and finance expenses” which was partially offset by the

increase in revenue, as analyzed above.

BASIC RATIOS OF EFFICIENCY AND EFFECTIVENESS

The Company’s Management measures and monitors the Group’s performance on a regular basis based on the

following ratios which are not determined by the IFRS, which are widely used in the sector in which the Group

operates.

31.12.2022

31.12.2021

Current ratio

Current assets (a)

314,665

441,326

Current liabilities (b)

201,120

260,148

Current ratio (a/b)

1.56x

1.70x

Gearing ratio

Borrowings (a)

1,350,000

1,253,130

Total assets (b)

3,013,405

2,856,468

Gearing ratio (a/b)

44.8%

43.9%

LTV

Outstanding capital of borrowings(a)

1,360,535

1,263,941

Investments

(b)

2,566,670

2,326,915

LTV ratio (a/b)

53.0%

54.3%

Net LTV

Outstanding capital of borrowings

1,360,535

1,263,941

Minus: Cash and cash equivalents

(183,104)

(304,632)

Minus: Restricted cash

(6,494)

(1,973)

Net borrowing liabilities (a)

1,170,937

957,336

Investments

(b)

2,566,670

2,326,915

Net LTV ratio (a/b)

45.6%

41.1%

The Gearing Ratio is defined as the long-term and short-term borrowings as they are presented in the statement of financial position divided

by total assets at each reporting date.

Investments include the fair value of the real estate portfolio according to the valuation performed by the independent statutory valuers:

31.12.2022

31.12.2021

Investment properties

2,491,284

2,279,958

Investment properties – Held for sale Assets

46,252

2,104

Inventories

19,010

35,388

Owner-occupied property

10,124

9,465

Total

2,566,670

2,326,915

The LTV ratio is defined as the outstanding capital of borrowings divided by the investments.

The Net LTV ratio is defined as the outstanding capital of borrowings minus cash and cash equivalents and long-term and short-term restricted

cash divided by the Investments.

The Company’s Management defines as Net Asset Value (NAV) the total shareholders’ equity taking into account,

at each reporting date, the difference between the fair value and the net book value of the owner-occupied

properties, real estate inventories and other non-current assets. (31.12.2022: €9,500, 31.12.20210: €251).

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

Net Asset Value (NAV)

31.12.2022

31.12.2021

NAV

1,475,235

1,396,331

No. of shares at year end (in thousands)

255,495

NAV (per share)

5.77

5.47

From 01.01. to

31.12.2022

31.12.2021

Change %

Profit for the year from continuing operations

123,771

175,081

Plus: Depreciation of property and equipment and

amortization of intangible assets

549

556

Plus: Net Finance costs

42,754

37,776

Plus: Taxes

861

3,222

EBITDA

167,935

216,635

Less: Net gain from the fair value adjustment of investment

properties

(59,669)

(96,723)

Less: Net change in fair value of financial instruments at fair

value through profit or loss

(3,975)

Less : Net Gain from disposal of investment property

(1,367)

(197)

Plus : Net impairment loss of non-financial assets

4,095

2,640

Plus / (Less): Loss / (Gain) from acquisition of control in

subsidiary

1,164

(321)

Plus / (Less): Adjustments in respect to investments in joint

ventures

1,943

(17,046)

Less: Net non-recurring income

(1,577)

(3,312)

Adjusted EBITDA

108,549

101,676

6.8%

This amount is included in the Income Statement, in the line ‘’Share of profit of joint ventures’’ and in the Note 10 of the Annual Financial

Statements. Specially, it represents the total adjustments in order to be illustrated the proportion of Adjusted EBITDA from investments in joint

ventures of the Group.

Net non-recurring income includes:

From 01.01. to

31.12.2022

31.12.2021

Negative goodwill from acquisition of subsidiary

(8,846)

Non-recurring other income

(2,775)

Non-recurring legal fees

743

Non-recurring consulting fees

265

3,032

Non-recurring technical fees

220

Non-recurring expenses in relation to mergers

865

Expenses in relation to the establishment of company

1,538

Other non-recurring expenses

Total

(1,577)

(3,312)

Non-recurring other income and non-recurring expenses for legal fees, consulting fees and technical fees relates to transactions that are not

expected to be repeated regularly by the Group and the Company.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

Funds from Operations (FFO)

From 01.01. to

31.12.2022

31.12.2021

Change %

Profit for the year attributable to the Company’s equity shareholders

from continuing operations

128,646

170,923

Plus: Depreciation and Amortization

549

556

Plus / (Less): Deferred taxes

(3,177)

718

Plus: Net impairment loss on financial assets

1,532

Plus : Net impairment loss of non-financial assets

4,095

2,640

Less: Net change in fair value of financial instruments at fair value

through profit or loss

(3,975)

Less: Gain from disposal of investment property

(1,367)

(197)

Plus / (Less): Loss / (Gain) from acquisition of control in subsidiary

1,164

(321)

Plus / (Less): Net loss/ (gain) from modification of terms of loan

agreements

(649)

1,736

Plus/ (Less): Finance costs /(income) due to measurement of financial

liabilities at present value

(105)

Plus / (Less): Net non-recurring expenses / (income)

(1,570)

864

Plus/ (Less): Net loss/ (gain) from fair value adjustment of investment

properties

(59,669)

(96,723)

Less: Unrealized gains from investments in joint ventures

(771)

(18,499)

Plus / (Less): Gain / (Loss) attributable to the non-controlling interest of

the abovementioned adjustments

(7,975)

(615)

FFO

56,833

61,039

(6.9)%

Net non-recurring expenses/(income) includes:

From 01.01. to

31.12.2022

31.12.2021

Negative goodwill from acquisition of subsidiary

(8,846)

Non-recurring other income

(2,775)

Non-recurring legal fees

743

Non-recurring consulting fees

265

3,032

Non-recurring technical fees

220

Expenses in relation to the establishment of company

1,538

Other non-recurring expenses

Expenses due to early loan repayment

4,176

Non-recurring expenses in relation to mergers

865

Total

(1,570)

864

Non-recurring other income and non-recurring expenses for legal fees, consulting fees and technical fees relates to transactions that are not

expected to be repeated regularly by the Group and the Company.

V. EVENTS AFTER THE DATE OF THE FINANCIAL STATEMENTS

On February 22, 2023, the Company acquired 100% of the shares of the company THETIS KTIMATIKI S.M.S.A

(hereinafter "THETIS"), which owns a complex of four properties that are used as Storage and Distribution Centers.

The consideration for the acquisition of THETIS shares was calculated based on the net asset value of the company

on the date of acquisition and amounted to €26,199, out of which €16,585 was given as an advance payment.

There are no other significant events subsequent to the date of the Financial Statements relating to the Group or

the Company.

VI. SIGNIFICANT RISKS

Fluctuations in property values (price risk)

The Group is exposed to risk from changes in property values and rents which can originate from:

a) the developments in the real estate market in which the Group operates,

b) the characteristics of properties owned by the Group and

c) events concerning existing tenants of the Group.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

The Group minimizes its exposure to this risk, as the majority of the Group’s lease agreements consists of long-

term operating leases with creditworthy tenants. Additionally, for the vast majority of the leases, the annual rental

adjustment is associated with either the Consumer Price Index (CPI) of the country in which each Group company

operates or the European Harmonized CPI and in the event of deflation, there is no negative impact on the rents.

The Group is governed by an institutional framework (Law 2778/1999, as in force) under which:

a) periodic valuation of properties by an independent professional valuer is required,

b) a valuation of properties prior to an acquisition or a sale by an independent professional valuer is required,

c) development or repair of properties is permitted if the cost of works does not exceed 40% of the final

commercial value after the completion of works and

d) the value of each property must not exceed 25% of the value of the property portfolio.

This framework contributes significantly to prevent or/and timely manage related risks.

Credit risk

Credit risk relates to cases of default of counterparties to meet their transactional obligations. As of December 31,

2022, the Group has concentrations of credit risk with respect to cash and cash equivalents and trade receivables

which relates to mainly receivables from rentals under property operating lease contracts. No material losses are

anticipated as lease agreements are conducted with customers - tenants of sufficient creditworthiness. It is noted

that the Group’s maximum exposure mainly results from NBG (31.12.2022: 37.4%, 31.12.2021: 40.7% of total

rental income). Also, the Group to minimize the credit risk which receives from tenants, in the context of lease

agreements, collateral, such as guarantees.

The Group applies “IFRS 9 - Financial Instruments” in relation to the impairment of its financial assets, including

lease receivables.

The impact of IFRS 9 in the Group and Company Financial Statements as of December 31, 2022 and as of December

31, 2021 was not material and is presented in Note 12.

Inflation risk

It related to the uncertainty over the real value of the Group’s investments resulting from a potential increase of

inflation in the future. The Group minimizes its exposure to inflation risk, as for the vast majority of the leases, the

annual rental adjustment is associated with either the Consumer Price Index (CPI) of the country in which each

Group company operates or the European Harmonized CPI and in the event of deflation, there is no negative

impact on the rents.

Cash flow risk and fair value interest rate risk

The Group has significant interest-bearing assets comprising demand deposits and short-term bank deposits.

Furthermore, the Group’s liabilities include borrowings.

The Group is exposed to the market interest rate fluctuations, which affect its financial position, as well as its cash

flows. Borrowing costs may increase as a result of such changes and create losses or borrowing costs may be

reduced by the occurrence of unexpected events. To reduce the Group's exposure to fluctuations in interest rates

of long-term borrowings, the re-pricing dates are limited by contract to a maximum period of six months. In

addition, the Group has entered into interest rate risk hedging contracts (interest rate caps) for the purpose of

hedging the exposure to the floating interest rate. Were the interest rate to change by +/-1%, the consolidated

total comprehensive income of the Group would be, by estimation, decreased by €6,488 and increased by €2,730

respectively taking into account the effect of hedging contracts.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

Liquidity risk

The current or prospective risk to earnings and capital arising from the Group’s inability to collect overdue

outstanding financial obligations without incurring unacceptable losses or meet its obligations when are payable,

as cash outflows may not be fully covered by cash inflows. The Group ensures timely the required liquidity in order

to meet its liabilities through the regular monitoring of liquidity needs and collection of amounts due from tenants,

the preservation of bridge loans with financial institutions as well as the prudent cash management.

The Group’s liquidity is monitored by the Management on a regular basis. The maturity analysis of financial

liabilities for the Group and the Company as of December 31, 2022 and 2021 is as follows:

Group:

December 31, 2022

Less

than 1

month

1 - 3

months

3 - 12

months

months -

2 years

2 - 5

years

More than

5 years

Total

Liabilities

Borrowings

3,995

13,084

169,517

432,762

500,703

446,318

1,566,379

Other long-term liabilities

767

836

5,586

7,189

Trade and other payables

1,330

26,758

28,308

56,396

Total

5,325

39,842

197,825

433,529

501,539

451,904

1,629,964

December 31, 2021

Less

than 1

month

1 - 3

months

3 - 12

months

months -

2 years

2 - 5

years

More than

5 years

Total

Liabilities

Borrowings

1,399

45,758

186,720

148,964

379,771

638,142

1,400,754

Other long-term liabilities

716

732

5,135

6,583

Trade and other payables

990

23,993

17,406

42,389

Total

2,389

69,751

204,126

149,680

380,503

643,277

1,449,726

Company:

December 31, 2022

Less than

1 month

1 - 3

months

3 - 12

months

months -

2 years

2 - 5

years

More than

5 years

Total

Liabilities

Borrowings

2,331

12,743

156,060

242,223

460,887

431,271

1,305,515

Other long-term liabilities

263

553

4,970

5,786

Trade and other payables

6,980

24,527

31,513

Total

2,337

19,723

180,587

242,486

461,440

436,241

1,342,814

December 31, 2021

Less than

1 month

1 - 3

months

3 - 12

months

months -

2 years

2 - 5

years

More than

5 years

Total

Liabilities

Borrowings

35,522

46,598

142,120

338,569

601,285

1,164,094

Other long-term liabilities

146

331

3,562

4,039

Trade and other payables

426

3,620

11,925

15,971

Total

426

39,142

58,523

142,266

338,900

604,847

1,184,104

The amounts disclosed in the above table are the contractual undiscounted cash flows. Given that the amount of

contractual undiscounted cash flows relates to bond loans of variable and not fixed interest rates, the amount

presented is determined by reference to the conditions existing at reporting date – that is, the actual spot interest

rates effective as of December 31, 2022 and 2021 respectively, were used for determining the related

undiscounted cash flows.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

Capital risk management

The Group’s objective when managing capital is to safeguard its ability to continue as a going concern in order to

provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure.

According to the common industry practice in Greece, the Group monitors the capital structure on the basis of

gearing ratio (or debt ratio). This ratio is calculated as total borrowings divided by total assets, as depicted in the

Statement of Financial Position. The regulatory regime governing Real Estate Investment Companies (hereinafter

REICs) in Greece permits to Greek REICs to borrow up to 75% of their total assets, for acquisitions and

improvements on properties.

The goal of the Group’s Management is to optimise the Group’s capital structure through the effective use of debt

financing.

The table below presents the gearing ratio (or debt ratio) as at December 31, 2022 and December 31, 2021.

Group

Company

31.12.2022

31.12.2021

31.12.2022

31.12.2021

Borrowings

1,350,000

1,253,130

1,097,079

1,031,205

Total assets

3,013,405

2,856,468

2,499,014

2,337,001

Gearing ratio

44.8%

43.9%

44.1%

Under the terms of the Group’s loan agreements, the Group is required to comply, among other, with certain

financial covenants. Throughout the year ended December 31, 2022 the Group was in compliance with this

obligation. It is noted that within 2022 the Company sent waiver requests, with regards to the financial covenant

“Net Debt to EBITDA” for two bond loans of the Company, according to the provisions of the loan agreements,

which were accepted by the relevant financial institutions. It is noted that throughout the year ended December

31, 2021 the Group was in compliance with this obligation.

External factors and international investments

The Group has investments in Cyprus, Italy, Romania and Bulgaria. External factors which may affect the Group’s

financial position and results are the economic conditions prevailing in the above-mentioned countries, as well as

any changes in the tax framework.

VII. NON – FINANCIAL INFORMATION

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

Corporate Responsibility and Sustainability are an integral part of our business; our corporate strategy and

business activities are driven by our commitment to sustainable growth, reflected in all our operations, from our

investment endeavours to our corporate responsibility initiatives. We believe that, in today’s world, economic

success can have long term potential, only if it is combined with environmental sustainability and social fairness

and inclusiveness.

PRODEA Investments aims to create long term value for shareholders, employees, clients, and other stakeholders,

applying capital allocation into property investments in a sustainable and responsible way. Sustainability for

PRODEA is defined in alignment with the ESG corporate and investment approach (E-Environmental, S-Social, G-

Governance) and with the United Nations (UN) Sustainable Development Goals (SDGs), supporting PRODEA’s

commitment to become an exemplary leading real estate investor in its region.

PRODEA operates responsibly based upon the following axes:

• Compliance with the effective environmental regulations and globally recognized sustainability guidelines

and standards, where applicable.

• Prudent use of energy and natural resources.

• Sound corporate governance and promotion of transparency, fighting fraud, corruption and bribery.

• Ensuring working environment that is safe, fair and meritorious.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

• Enhancing well-being of society as an aggregate, implementing targeted actions.

CORPORATE VALUES

The Company's values are the foundation of the corporate culture and reflect the way in which PRODEA operates

and evolves:

• Integrity and ethics: PRODEA operates with integrity, is fair, and rewards honesty and ethics.

• Excellence: PRODEA attracts and develops the best experts in each field.

• Continuous development: Our effort to develop and improve in all areas is continuous and based on the

expertise, skills and dedication of our employees and partners.

• Trust: For us, trust is a value built through the development of mutually respectful partnerships.

• Responsibility: We operate responsibly in all aspects of our activities. We try to have a positive impact on

our people, the society and the environment.

• High value results: We set high goals. We add value to our operations and maximize value for stakeholders.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) STRATEGY

Our corporate strategy and business activities are driven by our commitment to sustainable growth, reflected in

all our operations, from our investment endeavours to our corporate responsibility initiatives. Our primary concern

is to strengthen and effectively manage the positive impact of our operations, integrating the environmental, social

and corporate governance (ESG) factors in our corporate strategy.

PRODEA acknowledges that its operation has a direct and indirect economic, social and environmental impact. We

are focused on planning and implementation of investments with a positive impact and generating long-term value

for our stakeholders.

PRODEA's vision is to draw a strategic path, committing to the highest standards of environmental, social and

corporate governance (ESG), and to a more sustainable, diverse and inclusive future.

PRODEA's strategic pillars are:

• Sound corporate governance

• Sustainable investments

• Environmental responsibility

• Human resources and society

SUSTAINABILITY POLICY

PRODEA is aware of the critical role the enterprises play in achieving the UN Sustainable Development Goals and

Paris Agreement and, therefore, we have adopted and implement a responsible and sustainable strategy.

Our commitments include:

• Compliance with environmental regulations and best practices of internationally recognized sustainability

standards.

• Continuous improvement of the Company's environmental footprint and undertaking green initiatives.

• Ensuring a safe and fair working environment, promoting dignity at work.

• Strengthening the well-being of society in general through actions meeting the basic social needs in education,

health, environment, and culture.

• Ensuring sound corporate governance, structures, policies and processes that create professional behavior

and business ethics standards and contribute to the proper functioning of the market and building of trust of

its stakeholders.

• Enhancing transparency, preventing and combating fraud, corruption and bribery and any behavior against

the Company's Code of Ethics & Conduct.

• Adopting and implementing specialized corporate policies for Environment, Health & Safety, as well as the

Code of Ethics & Conduct.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

BUSINESS MODEL

The business model, presented below, includes the key activities, key partners and relationships, as well as the key

resources that contribute to generating the added value from the Company's operations.

Key partners

The Company depends on key partnerships to achieve its goals of sustainable development and maintain a strong

position in its sector. In such endeavors, PRODEA’s suppliers, subcontractors, construction and development

companies play a pivotal role and offer substantial assistance in fulfillment of the Company’s broader business

objectives.

Key activities

PRODEA Investments is the leading real estate investment company in Greece. The Company’s real estate portfolio

primarily consists of office and retail, but also rapidly expanding in the logistics, residential and hospitality sector.

The majority of its portfolio pertains to the properties, located in urban areas throughout Greece and Cyprus and

in other key markets in South-East Europe, such as Italy.

Value proposition and competitive advantage

The Company boasts a high- quality, high-yielding, diversified portfolio with stable cash flows driven by high

occupancy levels, long-term lease tenures and strong tenant base. PRODEA always evaluates the optimization of

the performance of its real estate portfolio considering both financial and ESG criteria. The Company continues its

investment plan with its main strategy being to amend the composition of its real estate portfolio and the

qualitative characteristics of its properties. In terms of qualitative characteristics, Prodea emphasizes on

parameters, such as sustainability, investment in bioclimatic buildings and ensure the health and well-being of its

users.

Customer relationships

The main customers of PRODEA are the tenants of its assets. The Company puts maximum effort into satisfying its

tenants and promptly addresses their requests. The Company’s priority is to provide high-quality services to its

tenants.

Key resources

The Company’s highly trained and experienced team, utilizing their competitive position in the market as well as

our diverse portfolio of assets, strives to achieve the best possible results and expand PRODEA’s possibilities.

Channels

The Company is committed to implement an “open door” policy for its clients and stakeholders, through several

channels of communication available, including among others, the Company's website, commercial and

informational campaigns as well as sponsorship and participation in sector-related events and conferences.

Cost structure

The main expenses of the Company include the personnel costs, supplier fees and service companies, the

payments to the contractors and real estate development companies as well as all the costs related to the

development, maintenance and property acquisition.

Revenue streams

The Company's revenue streams derive from investments in real estate.

RESPONSIBLE SUPPLY CHAIN

The Company incorporates ESG special provisions into the key agreement of the supply chain. The agreements

with the Company’s suppliers secure the protection of the environment in development projects as well as the

assurance of the working conditions and human rights Furthermore, the Company generates value for the local

community through partnerships with local suppliers and collaborates.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

IDENTIFYING STAKEHOLDERS AND COMMUNICATION

Open, two-way and on-going communication with the stakeholders plays a vital role in successful implementation

of the Company's corporate strategy and activities and helps it build up long-term cooperation, based on respect

and mutual trust.

The Company has identified its most significant stakeholders and their critical issues taking the market trends into

account. It has also established clear channels of communication as well as the ways to respond to their issues.

The Company has identified the following main stakeholder groups, which impact and/or are affected by its

activities, either directly or indirectly, positively or negatively:

• Shareholders

• Investors

• Employees

• Customers / Tenants

• Suppliers / Sub-contractors

• Government / Regulators

• Society

• Financial institutions

• Rating agencies

Channels of communication

The Company relies on significant channels of communication, such as press releases, publications and

announcements, reports (financial and non-financial) and its website. In the context of maintaining direct response

and communication, it organizes meetings, conferences, workshops or holds direct communication with the

stakeholders, whenever deemed necessary. Regulatory, institutional, or other events are another significant

channel, through which the stakeholder groups can communicate and exchange opinions.

Material issues

Material issues vary according to every group of stakeholders. Human resources, health and safety issues relate to

the Company's employees; issues of cooperation, specifications and procedures – to its suppliers/sub-contractors

and issues related to lease terms and buildings specifications - to its tenants. The issues related to performance,

risk, compliance, sustainability, governance and business strategy refer to shareholders, investors, regulators and

financial institutions on a case-by-case basis.

Response

The Company responds to the issues that concern its stakeholders, implementing specific actions and always

through constructive dialogue. The Company regularly reviews and updates its published documents, such as

announcements, publications, reports and the related forms, responding to issues of concern raised by its

stakeholders. PRODEA directly addresses the issues concerning its employees and maintains a constant

communication channel with them. In this context, the Company organizes trainings sessions, updates its policies

and holds various events for all its people. Moreover, the Company’s constantly evolving portfolio, upgrades of its

buildings as well as the development of green buildings, are, among other things, evidence of the Company's

sustainability.

MATERIAL ISSUES IDENTIFICATION

The company performed materiality analysis in order to identify, analyze and prioritize the material issues

regarding environmental, social and corporate governance (ESG) issues for the Company and its stakeholders. In

this context, and based on materiality principles, the Company has prepared an extensive list of ESG material issues

which form the basis of corporate strategy, decision-making and reporting. Evaluating and prioritizing the material

issues were based on the GRI (Global Reporting Initiative) and Sustainability Accounting Standards Board (SASB)

guidelines.

The following table records the material issues for the Company:

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

Company’s Material Issues

Corporate governance

Business ethics and integrity

Anti-corruption and transparency

Risk management

Economic performance & Sustainable growth

Work practices

Health, safety & wellbeing

Human rights, Diversity & equal opportunities

Employee training & development

Responsible Business

Innovation & best practices

Tenants engagement & satisfaction

Responsible supply chain

Sustainable financing

Sustainable investments

Social Responsibility

Returning value to the society

Environment

Energy efficiency & Renewable energy

Waste management

Water management

Greenhouse gas emissions

Climate adaptation & resilience

Indoor air quality

Green Building certifications

External factors

Covid-19 pandemic

Geopolitical instability

NON-FINANCIAL RISKS IDENTIFICATION AND MANAGEMENT

The Company identifies the following significant environmental and social risks related to its operations in order

to effectively and promptly manage them.

• Climate change: The Company identifies a number of climate change related risks, such as the increase in

temperature during the summer season, heat waves and heat phenomena, flooding phenomena and stress

on water resources. It also identifies the risks associated with the constantly evolving legislative framework

and the obligations arising therefrom as well as the risks potentially arising from market issues. In view of the

above risks, the Company prioritizes investments in energy efficient, sustainable and durable buildings and

carries out energy upgrades of the inefficient buildings in its portfolio. It also insures its portfolio against

natural disasters. The Company continuously monitors the legislative and regulatory framework in

collaboration with consultants, internal experts and through institutional bodies in which it participates. The

Company has established and implements a "Sustainable Development" and "Environment" Policy and has in

place the "Environment, Society and Corporate Governance (ESG) Committee" and the "Green Bond

Committee".

• Energy transition: The Company shares the global concern for an effective energy transition from fossil fuels

to alternative energy sources. The energy transition can be the means to address the climate change and

accelerate reducing carbon emissions. PRODEA recognizes that buildings constitute one of the major sources

of energy consumption in Europe and is actively implementing measures and initiatives to reduce its

environmental footprint and improve energy efficiency.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

• Health and safety at work: Health and safety related risks are a key category of non-financial risks. Therefore,

the Company constantly strives to provide safe and healthy working conditions and ensure health, safety and

wellbeing of its employees. Based on the above, PRODEA’s new offices are to be certified according to the

international WELL system Building Standards for health and wellbeing of users. The Company has a

specialized Health and Safety Policy, as well as procedures, aimed at maintaining a safe working environment.

• Equal opportunities, human rights, diversity and inclusion: PRODEA regards protection of equal opportunities

as a matter of particular importance. The Company has developed and adopts a Code of Conduct & Business

Ethics, as well as a policy of zero tolerance for discrimination and harassment in the workplace. This policy

strictly prohibits all forms of discrimination, including all forms of sexual harassment and negative acts based

on gender. In addition, the Company has adopted an Internal Complaint Management Policy for incidents of

violence and harassment to ensure transparency, integrity and prevent all forms of discrimination and

harassment. Lastly, the Company has adopted a "Policy to combat violence and harassment at work". The

Company is committed to providing equal employment and development opportunities to all employees,

regardless of gender, gender identity and expression, sexual orientation, physical ability, or any other

characteristic. The Company ensures that all employees have equal development opportunities based on their

qualifications and skills. In 2022, no fines were imposed and no violation of labor laws were identified by the

competent authorities.

E – environment: ENVIRONMENTAL RESPONSIBILITY

The Company recognizes the importance of environmental protection, as a key pillar for sustainable development

and reduces the environmental footprint of its portfolio. PRODEA acts with awareness and implements a

responsible environmental strategy and is committed to on-going improvement of its environmental performance,

following environmentally friendly best practices.

The Company recognized the significant impacts of its operations and has undertaken the following environmental

initiatives:

• Compliance with all the effective legal and regulatory requirements.

• Systematic monitoring of the impact of the Company's operations on the environment, including significant

matters and risks.

• Adopting preventive measures to reduce pollution and minimize use of resources and emissions.

• On-going provision of information, training and increasing awareness of the Company’s human resources in

adopting environmentally responsible culture and achieving corporate objectives.

• Encouraging the stakeholders to take initiatives aimed at environmental protection.

• Adopting corporate environmental policy, in order to ensure the functionality of the framework as a means

to achieve the Company's environmental objectives.

• Comparative evaluation of the Company's properties through the issuance of energy certificates

• Looking for opportunities to improve the energy efficiency of the Company's portfolio.

• Recognition of multiple benefits of sustainable properties and their increased importance when making the

Company's investment decisions.

• Constantly increasing the number of environmentally certified properties based on international

sustainability standards.

Environmental Policy

In 2022, the Company adopted an Environmental Policy which sets the framework for addressing the impact of its

operations on the environment and defines the framework of actions necessary to meet these objectives. This

Policy, among other things, aims at:

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

• Compliance with all the effective legal and regulatory requirements.

• Systematic monitoring of the interaction between the Company's operations and the environment, including

significant impacts and risks.

• Adopting preventive measures to reduce pollution and minimize use of resources (including water) and

greenhouse gas emissions.

• Implementation of benchmarking between Company's properties through the issuance of energy

performance certificates.

• Identification of opportunities to improve the energy efficiency of the Company’sportfolio.

• Continuous increase of environmentally certified assets in the Company’s portfolio, according to global

sustainability standards.

Green Bond Framework

The Company has developed and follows the Green Bond Framework, June 2021 edition, which refers to the use

of funds raised to finance or refinance projects that fall into the following categories:

• Green buildings

• Energy efficient and sustainable buildings

• Green transport projects

• Renewable energy projects

The Framework has been developed in accordance with the Green Bond Principles (GBP), issued by the

International Capital Market Association (ICMA).

Environmental performance indicators

The Company implements a set of strategic measures and actions in order to reduce its environmental footprint.

It aims to improve energy efficiency of buildings, prevent and reduce pollution, minimize the use of resources and

the emissions produced. It constantly provides all the relative information and training for increasing

environmental awareness of its people and stakeholders in terms of adopting an environmentally responsible

culture.

PRODEA’s certified and under certification green buildings are presented below as follows:

Certified

Building

Use

Area

) *

Certification

KARELA OFFICE PARK, Peania

Attica

Office building

61,672

LEED - Gold

PRODEA HQ, Athens

Office building

2,912

LEED - Gold

NBG IT Center Gerakas Attica

IT Center

38,518

LEED - Gold

Telus Tower, Sofia, Bulgaria

Mixed use

54,009

BREEAM - Very Good

eElement Marousi Attica

Office building

13,894

LEED - Platinum

Moxy Athens City Athens

Hotel

11,370

LEED - Gold

Viva Wallet, Ma Russian Attica

Office building

20,096

BREEAM In use - Very Good

Total

202,471

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

Pending certification

Building

Use

Area (m

)

Certification

PRODEA HQ, Athens a

Office building

2,912

WELL - Gold

Importex office complex Athens

Office building

20,037

LEED - Gold

Piraeus tower, Piraeus

Mixed use

34,518

LEED - Gold & WELL - Gold

Landmark Tower, Nicosia Cyprus

Office building

26,628

LEED - Gold

The Wave, Athens

Office building

5,924

LEED - Gold

HUB 26, Thessaloniki

Office building

30,577

LEED - Gold

KAIZEN CAMPUS, Marousi Attica

Office building

14,309

LEED - Gold / Platinum

Total*

131,993

* Excluding PRODEA HQ counted in the list of certified buildings

The environmental performance indicators of the Company's HQ building are monitored so that the necessary

interventions are made in a timely manner in the context of the intended ongoing improvement of its performance.

Respectively, the indicators are presented below as follows:

Energy consumption & emissions CO

(Scope 2)

2021

2022

Energy consumption (kWh)

301,413.70

289,929.60

Emissions CO

(kg CO

)

146,854.78

126,667.05

Corporate vehicles energy consumption & emissions CO

(Scope 1)

2021

2022

Total kilometers ( km)

118,999.00

12,490.00

emissions (kg CO

)

20,592.20

1,380.07

Due to limited granularity in 2021 data for the Company's corporate vehicles, the attributed emissions have been

integrated into Scope 1 emissions. However, in 2022 the Company recorded the data in greater detail as follows:

1. Routes and emitted emissions from the movement of company vehicles related to the Company's business

activity (Scope 1 category emissions),

2. Routes and emitted emissions from employee commuting using company’s vehicles to and from work (Scope

3 category emissions – not recorded here).

As a result, Scope 1 emissions for 2022 significantly decreased due to the above granularity in the reporting

methodology. The Company will continue to monitor the above emissions and investigate how to report data with

detail and transparency.

Water consumption (m

)

2021

2022

Water consumption (m

)

1,357

1,371

Waste Management / Recycling (kg)

2021

2022

Paper

410

478

The index is calculated at 0.436889 kgCO

/kWh, based on DAPEEP (Residual mix 2021).

emissions are calculated based on the emissions (g r /km) of the Company's vehicles.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

It is noted that Scope 3 emissions regarding Company's portfolio properties are not recorded in this Report, as the

Company does not control the energy consumption of its portfolio properties since it is exclusively controlled by

their tenants.

Participation in international benchmarking systems

In 2022, the Company remained committed to its sustainability objective, participated in the global benchmarking

system of the Global Real Estate Sustainability Benchmark ("GRESB") and in the sustainability framework (sBPR) of

the European Platform of Regulatory Authorities (EPRA) and was awarded two significant distinctions.

The distinction awarded by EPRA for the Company’s improved 2022 ESG performance proves PRODEA’s

responsible business strategy.

S – Social: SOCIAL RESPONSIBILITY

Human Resources

The Company recognizes that its human resources are the driving force behind achieving its objectives. Therefore,

it strives to provide a working environment that promotes equal opportunities and encourages employees to

nurture their talents and develop their skills.

This approach is based on the following central pillars:

• Attracting and hiring employees on merit-based criteria

• Providing training and development opportunities for employees

• Ensuring open and two-way communication culture and practices

• Ensuring employees health, safety, welfare and wellbeing

Combating violence and harassment

Labor and human rights respect and maintaining a safe workplace are the Company’s priorities. In this context, the

Company has developed and adopts the Code of Conduct & Business Ethics and implements a policy of zero

tolerance for discrimination and harassment at work. This policy strictly prohibits all forms of discrimination,

including all forms of sexual harassment and negative acts based on gender.

Internal complaint management policy

The Company has adopted an internal complaint management policy to ensure transparency, integrity and

prevention of all forms of discrimination, violence and harassment. In accordance with the aforementioned policy,

all employees can report any incident of suspicious or inappropriate behavior, illegal acts or any action against

Company's policy and regulations.

Human Resources Indicators

The Company cultivates a responsible and safe work environment, without discrimination, focused on employees

and respecting their opinions and needs.

In the period 01/01/2022 – 31/12/2022, the Company employed 48 people - 65% male and 35% female.

Human resources breakdown by gender and age

2021

2022

<30

30-50

51+

<30

30-50

51+

Men

Women

Total

The Company's priority is to attract and retain competent executives and establish an environment that offers

equal opportunities to all employees. PRODEA applies impartial criteria in matters of recruitment, remuneration,

promotions and training, without any form of discrimination regarding gender, nationality, age, marital status and

other characteristics.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

Employee training and development

The Company places an emphasis on the growth and development of its people, through educational activities and

programs that help develop their professional and personal skills. Indicative trainings that were held during 2021

include topics of corporate governance, international accounting standards, real estate market and real estate

asset valuations.

Total training hours by

employee category

2021

2022

Male

Female

Total

Male

Female

Total

Heads of Departments /

Supervisors

127

114.5

241.5

Staff

254.5

122

376.5

Total

110

381.5

236.5

618

Employee evaluation

2021

2022

Male

Female

Total

Male

Female

Total

Management

Heads of Departments /

Supervisors

Staff

Total

Health and safety at work

Providing a work environment that protects health, safety, and enhances the wellbeing of its people is a key daily

concern for PRODEA. In this context, the Company complies with the effective and relevant to health and safety

legislation and has adopted an Occupational Health and Safety Policy, applying the best international practices.

Indicatively, the Company is committed to the principle of accident and occupational disease prevention and

condemns cases of workplace violence and harassment.

The Company takes measures to protect its employees, ensures maintenance and monitoring of the safe operation

of the Company’s facilities and develops procedures and an Occupational Health and Safety Policy. In addition, it

records and monitors relevant performance indicators such as the following:

Health and safety indicators

2021

2022

Lost Time Injury (LTI)

Lost Time Injury Frequency Rate (LTIFR)

Severity Rate (SR)

Corporate WELL policy

In line with the Company's emphasis on health, safety and welfare of employees, it has developed a targeted safe

work policy at its HQ. This policy reflects the Company's holistic approach to this specific axis, in accordance with

the international WELL standard. The WELL Standard (WELL Building Standard) is a building certification that

focuses on people in the building environment and brings together practices that promote comfort and wellbeing

while improving the quality of life of people inside buildings.

SOCIAL ACTIONS

The Company continues to consistently support the broader society, as well as the local communities where it

operates, through actions and initiatives that contribute to social development and wellbeing. Social awareness is

not just part of PRODEA Investments corporate strategy but constitutes a significant component of its corporate

culture.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

“Structures of Responsibility” program

Over the last seven years, the Company has developed the Corporate Responsibility Program “Structures of

Responsibility”, which is a continuously evolving plan of social actions and interventions. The program aims to

improve the infrastructure and the functional upgrade of significant social structures, using the experience and

know-how of the Company's executives. PRODEA’s objective is to make a substantial social contribution and

address the key social problems, in collaboration with renowned institutions at national and local level.

The program incorporates four main pillars of action, as presented below.

• Society: The Company continuously invests in initiatives aimed at direct and indirect support of society and

vulnerable structures, through targeted actions, assisting in upgrading infrastructure of charity institutions

and non-profit organizations as well as public bodies.

• Environment: The Company recognizes that protection of environment and the actions aimed at mitigating

the climate change are a key priority for sustainable development. It therefore plans and implements actions

that have direct and indirect positive impact on the protection of natural resources and the environment.

• Health: In the context of this pillar, the Company recognizes the importance of people’s wellbeing and

implements actions focusing on empowering and ensuring health for everyone.

• Sport: PRODEA recognizes the importance of sport and exercise as an important factor to people’s health and

wellbeing. In this context, it supports athletic events as well as the Greek athletes.

ΕU TAXONOMY

EU Taxonomy is the European Union's system of classifying activities which under certain conditions can be

considered environmentally sustainable. According to the provisions of article 8 of the Taxonomy Regulation

(2020/852) the entities that fall under the Taxonomy are required to disclose the percentage of their turnover,

capital and operating expenses related to assets or processes linked to economic activities that are characterized

as environmentally sustainable based on the Taxonomy Regulation criteria. To fall under the Taxonomy, an entity

should cumulatively meet the following conditions: a) be a large company/parent company of a large group, b) be

considered a public interest company and c) have an average of more than 500 employees on its balance sheet

closing date. Given that on 2022 balance sheet closing date the Company had an average of not more than 500

employees it does not meet the necessary conditions for disclosure of information under the EU Taxonomy.

VIII. RELATED PARTY TRANSACTIONS

All transactions with related parties have been carried out on the basis of the “arm’s length” principle (under

normal market conditions for similar transactions with third parties). The significant transactions with related

parties as defined by International Accounting Standard 24 “Related Party Disclosures” (IAS 24) are thoroughly

described in Note 34 of the Annual Financial Report for the year ended December 31, 2022.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

IX. PROSPECTS

Management always evaluates the optimization of the performance of the Group’s investment portfolio, including

potential sales of assets if the market conditions are appropriate. The Company continues its investment plan with

its main strategy being to change both the composition of the investment portfolio (with an emphasis on

sustainable real estate, logistics, hospitality sector and, selectively, the residential sector) and the qualitative

characteristics of its properties.

Key pillar of the Company's strategy is the adoption of rules and best practices in accordance with the principles

of Sustainability (Environment - Society - Governance, "ESG") in its overall operation. In this context, in the office

sector, which represents a significant percentage of our investments, both the reduction of the energy footprint

and ensuring the health and well-being of the users through the use of modern electromechanical equipment that

meets the most modern standards in the field of health safety, are considered. Properties with these specifications

are not readily available in the market so the Company either develops the properties itself (indicatively the green

eLement office building at Fragkoklissias street in Maroussi), or cooperates with developers through participation

in joint ventures or by entering into preliminary agreements for the acquisition of properties after the completion

of their construction. It is noted that in 2022 the Company participated in the benchmarking system of the Global

Real Estate Sustainability Benchmark ("GRESB"), which aims to strengthen values through the evaluation and

promote sustainability practices. In addition, in the context of the evaluation of the Company's non-financial

information by the international body EPRA (European Public Real Estate Association), the company received the

Silver Award and the Most Improved Company Award for its performance for the financial year 2021.

In terms of portfolio composition, the Company focuses on the increase of investments in logistics sector, a

strategic sector of development in our country considering its key geographical position. The Company’s strategy

is the acquisition of logistics with modern specifications, which, as in the case of the offices above, are not readily

available, and time is required for their maturity, which varies from nine to twelve months.

In relation to the hospitality sector investments, the Company operates in the sector of luxury resorts in Greece

and Cyprus through its participation in "MHV Mediterranean Hospitality Venture Limited" (which is the joint

investment vehicle of the Company, Invel Real Estate and the Cypriot group of companies YODA Group) and

through selective direct investments in the other hospitality categories in Greece and abroad. The most recent

positioning of the Company concerns the Moxy Athens City by Marriott, which is located in the center of Athens

and is the first green hotel in Greece with a LEED Gold certification.

Management seeks to maximize the return on the Company’s and the Group’s investments through active asset

management and value creation. This includes the aforementioned effort to optimize the portfolio composition

(including sales of mature or non-strategic properties or property portfolios in all countries where the Group

operates), the acquisition and / or development of modern buildings, the change of use and / or regeneration of

mature assets, the leasing of vacant spaces, etc. These actions require a maturity period, with the associated costs

(related to direct property related and finance costs), in order to procure new revenues to the Group. The first

development projects have already been delivered and others are gradually being completed, resulting in

increased rental income and improved profitability in the following years.

Finally, in relation to the current geopolitical situation and the energy crisis, the Company's Management closely

monitors and evaluates the developments in order to implement any necessary measures and adjust its business

plan (if so required) in order to ensure business continuity and the limitation of any adverse effects.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

X. CORPORATE GOVERNANCE

1. Declaration of Compliance with the applicable legal framework

This Corporate Governance Statement is a special section of the Management Report of the Board of Directors of

the Company under the name “Prodea Real Estate Investment Company” with the distinctive title “Prodea

Investments” (hereinafter the "Company"). It has been drafted in accordance with Article 152 of Law 4548/2018

and Article 18 of Law 4706/2020, and includes information on the matters described in the following sections:

2. Compliance of the Company with the Greek Corporate Governance Code

By Decision of the Company`s Board of Directors dated 06.07.2021, the Company has adopted the Greek Corporate

Governance Code (hereinafter «GCGC»). The latter has been prepared by the Hellenic Corporate Governance

Council (hereinafter «HCHC») which is a body of recognized authority according to the requirements of Article 17,

Law 4706/2020 in combination with Decision No.916/07.06.2021 of the Board of Directors of the Hellenic Capital

Market Commission. Further to the above, the GCGC has been posted on the Company's Official Website.

At the same time, the Company takes the importance of corporate governance into full consideration and has

therefore adopted appropriate practices in order to minimize and effectively manage any existing deviations from

the HCGC in relation to the provisions of the Code, which are applied on the basis of the "Comply or Explain"

principle.

3. Deviations from the Greek Corporate Governance Code (GCGC) and related justifications («Comply or

Explain»)

Special Practice GCGC

Justification of the deviation

PART A

1.17 At the beginning of each calendar year,

the Board of Directors shall adopt a calendar

of meetings and an annual action plan, which

shall be revised according to the

developments and needs of the company, in

order to ensure the correct, complete and

timely fulfillment of its tasks, as well as the

examination of all matters on which it takes

decisions.

The convocation and meeting of the Board of

Directors when required by the needs of the

Company or the Law, is facilitated, thus ensuring the

proper and timely fulfilment of the BoD's duties and

its proper and complete awareness regarding the

operation of the Company. The Company has

established an annual calendar of BoD meetings and

an annual action plan, which will soon be approved

by the BoD.

2.3.1. The company has a framework for filling

positions and succession of the members of

the Board of Directors, in order to identify the

needs for filling positions or replacements and

to ensure each time the smooth continuation

of the management and the achievement of

the company's purpose.

In accordance with the provisions of the

Remuneration and Nominations Committee's

Operating Regulation and the approved BoD

Suitability Policy, the Company will review and

recommend to the Remuneration and Nominations

Committee the development of a succession plan

for the members of the Board of Directors and the

Chief Executive Officer, within the fiscal year 2023.

2.3.12 and 2.4.11 The term of office of the

members of the nomination committee shall

coincide with the term of office of the Board

of Directors, with the possibility of its renewal.

In any case, their term of office in the

Committee shall not exceed nine (9) years in

total.

In accordance with the provisions of the Regulation

of Operations of the Remuneration and Nomination

Committee, the term of office of its members

coincides with the term of office of the Board of

Directors. Furthermore, during 2022, the majority

of the members of the Committee and in particular

three of the four members of the Remuneration and

Nominations Committee were independent and

therefore the provisions of Article 9 par. 2ca apply,

limiting the term of office duration of independent

non-executive members to a total of nine (9) total

years.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

2.4.14 The contracts of the executive

members of the Board of Directors provide

that the Board of Directors may require the

refund of all or part of the bonus awarded, due

to breach of contractual terms or incorrect

financial statements of previous years or

generally based on incorrect financial data,

used for the calculation of this bonus.

The contracts of the executive members of the Board

of Directors have been concluded prior to the

adoption of the GCGC by the Company. However, the

Company has a Remuneration Policy in force for the

members of its Board of Directors, which provides in

Paragraph 3.14: «Any additional or extraordinary

remuneration is refundable, if, after its payment, it is

proved that the paid performance resulted from

actions that are illegal or inconsistent with the

application of this Remuneration Policy». Therefore,

this Special Practice is covered by the above provision

of the Remuneration Policy in force.

3.3.13 The company shall establish and

implement (a) an induction programme after

selection and at the beginning of the term of

office of the new Members of the Board of

Directors and (b) ongoing training on matters

relating to the company.

The Company has initiated (aiming at completing the

following process within the fiscal year 2023) the

process of updating and improving the induction

programme for BoD Members. In addition, the BoD

Members have been informed about their

regulatory obligations.

Under the Company's current Training Policy, BoD

members are provided with the opportunity for

further training in order to upgrade their knowledge

and skills and to effectively perform their duties. The

Executive BoD Members and the Corporate

Secretary frequently participate in conferences,

workshops and presentations organised by

reputable organisations.

3.3.16 The Board of Directors shall include in

the Corporate Governance Statement a brief

description of its individual and collective

evaluation process, of the committees, as well

as a summary of any findings and corrective

actions.

The update of the assessment process is underway

and is due to be completed within 2023.

4. Corporate Governance Practices of the Company beyond the requirements of the current Legislation

The Company adopts practices aimed at a structured and adequate corporate governance system. Among other

things, the following are mentioned:

• The responsibilities of the Executive Chairman of the Board of Directors are explicitly defined by the Board of

Directors, they are distinct from those of the Chief Executive Officer and are described in the Company's

Regulation of Operations. The latter has been updated and approved by the Board of Directors and a Summary

of it is posted on the Company's Official Website.

• A Code of Professional Ethics and Conduct has been adopted by the Company, with which the Company seeks

to strengthen its framework of responsible operation, to outline the corporate culture and give emphasis on

the responsible activity of the Company, while enhancing the creation of relationships of trust and mutual

benefit with all its stakeholder groups. This Code`s main objective is to describe the principles of professional

ethics and conduct by which the Company operates and to be the guide of the daily professional behavior of

its employees and direct associates. This Code is clearly communicated to Company staff, as well as to third

parties, by all appropriate means.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

• The Board of Directors and its Committees are supported by a Corporate Secretary who attends the respective

meetings. All Members of the Board of Directors have access to the services of the Corporate Secretary, whose

role is to provide practical support to the Chairman and the other Members of the Board of Directors, both

collectively and individually, with a view to the compliance of the Board of Directors with the internal

regulations and policies of the Company and the respective regulatory framework. The Corporate Secretary

keeps the minutes of the meetings of the Board of Directors and the Board of Directors Committees and

ensures the effective flow of information between the Board of Directors and the Board Committees, as well

as between the Company`s Senior Management and the Board of Directors.

• The Company`s Top Management understands and considers the views, observations, and concerns of the

shareholders on any issues related to the governance of the Company, something that facilitates the exercise

of shareholders' rights and an active dialogue with them (shareholder engagement). The Company`s adequate

and effective communication mechanisms with the shareholders are described in the Company`s relevant

Policy and Procedure, which is included within the Company's Regulation of Operations, a summary of which

is posted on the Company`s Official Website.

5. Regulation of Operations

The Company has a Regulation of Operations (hereinafter referred to as the "Regulation of Operations"), which

has been updated in accordance with Law 4706/2020 on Corporate Governance of Listed Sociétés Anonymes and

the pertinent decisions of the Hellenic Capital Market Committee. The Company's Regulation of Operations and

its content has been approved by the Board of Directors of the Company with its decision of 16/7/2021. A summary

of the Regulation of Operations is posted on the Company's Official Website.

The content of the Regulation of Operations complies with the requirements of paragraph 3 of article 14 of Law

4706/2020. Moreover, the Regulation of Operations reflects the current organizational chart of the Company,

corresponds to its size and scope and includes binding regulations regarding the responsibilities of the Company`s

Management bodies and Top Management. The Regulation of Operations includes, inter alia:

• The organizational structure of the Company, the description of the subject matters of its Units, Committees,

as well as the duties of their Heads and their clear reporting lines.

• The main characteristics of the Company`s Internal Control System, including the Internal Audit Unit, the Risk

Management Unit, and the Compliance Unit.

• The Procedure for the Recruitment of Senior Executives and the Evaluation of their performance.

• The Compliance Procedure of persons with managerial responsibilities, as defined in number 25 of paragraph

1 of Article 3 of Regulation (EU) 596/2014, and of the persons having close ties with them in accordance with

the definition outlined in paragraph 14 of article 2 of Law 4706/2020, including their obligations arising from

the provisions of Article 19 of Regulation (EU) 596/2014.

• The Procedure for the notification of any dependency relationships of the Independent Non-Executive

Members of the Board of Directors and persons who have close ties with them.

• The Policy and Procedure of Transactions with Related Parties.

• The Policy and Procedure for the Prevention of Conflicts of Interest.

• The Regulatory Compliance Policy and Procedures.

• The Procedure regarding Insider Information and the proper information provided to the public, in accordance

with the provisions of Regulation (EU) 596/2014.

• The Policy and Procedure of the periodic evaluation of the Company`s Internal Control System as well as the

implementation of the provisions on corporate governance of Law 4706/2020.

• The Training Policy of the members of the Board of Directors and Top Executives, as well as the other

Executives of the Company, especially those involved in Internal Audit, Risk Management, Regulatory

Compliance and Information Systems.

• The Policy and Procedure regarding the adequate and effective communication mechanisms with

shareholders, in order to facilitate the exercise of their rights and the active dialogue with them (shareholder

engagement).

The Regulation of Operation regulates the organization and operation of the Company aiming to ensure:

• Business efficiency.

• Transparency of business activity.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

• Control of the Company`s Management and of the way management decisions are made.

• Compliance with the legislation and the broader regulatory framework governing the operation of the

Company as a listed Company in the Athens Stock Exchange.

The Company's staff is made aware of the Company`s Regulation of Operations and must comply with it. The

Regulation of Operations is complementary to the provisions of the Company's Articles of Association, as it is and

last amended by the decision of the General Shareholders Meeting dated 19/01/2023.

6. General Meeting of Shareholders

The General Meeting of the Shareholders is the supreme governance body of the Company. It is convened by the

Board of Directors and is entitled to decide on any case concerning the Company. The shareholders are entitled to

participate in the General Meeting either in person or through a legally authorized representative, in accordance

with the legal procedure provided for each time.

During the General Meeting of the Shareholders, the Chairman of the Board of Directors temporarily presides and

one or two of the present shareholders -or representatives of shareholders- are appointed by the Chairman to

perform the duties of temporary secretaries of the general shareholder meeting.

Shareholders may also participate in the general meeting remotely by audiovisual or other electronic means, if the

Board of Directors that convenes the meeting so decides. The Board of Directors may, at its discretion, decide that

the General Meeting will not be held at a place, but will meet entirely with the participation of shareholders and

others legally entitled to attend in a remote way by the electronic means provided for in article 125 of Law

4548/2018. The Board of Directors determines the modalities for the implementation of the above, in compliance

with the provisions in force, and takes adequate measures to ensure the provisions of Article 125 par. 1 of Law

4548/2018 or any following provision that may subsequently regulate the same issue are met.

7. Board of Directors

The Board of Directors is competent to decide on any matter relating to the management of the Company, the

management of its property and generally the pursuit of its purpose, without any restriction (except for matters

falling under the exclusive competence of the General Meeting of the Company`s Shareholders by law), and to

represent the Company judicially and extrajudicially.

7.1. Composition of the Board of Directors

The Company, in accordance with its Articles of Association, is governed by a Board of Directors which consists of

seven to eleven Members elected by the General Meeting of the Company`s Shareholders, which determines the

term of office duration of the members of the Board of Directors in accordance with the applicable provisions. A

legal entity may also be elected as a member of the Company`s Board of Directors.

The Board of Directors elects the Chairman, up to two Vice Presidents and one Chief Executive Officer among its

members.

The term of office of the present Board of Directors has been determined to three years and is calculated from its

election on 08.06.2021 and is extended until the expiration of the deadline within which the next ordinary General

shareholders Meeting must be held and until its relevant decision is made.

The General Meeting of 08.06.2021 elected the following 10 members of the Company`s Board of Directors and

then the Board of Directors constituted as a management body of the Company by its decision also dated on

08.06.2021 as follows:

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

Name

Board of directors’ membership

Term of office of each member

including expiry date

Christoforos Papachristoforou

Chairman of the Board of Directors

(Executive Member)

08/06/2021 – 08/06/2024

Spyridon Makridakis

Vice-President A,

Independent Non-Executive Member

08/06/2021 – 08/06/2024

Aristotle Karytinos

Vice President B & Chief Executive

Officer (Executive Member)

08/06/2021 – 08/06/2024

Theresa Messari

Executive Member

08/06/2021 – 08/06/2024

Athanasios Karagiannis

Executive Member

08/06/2021 – 08/06/2024

Ioannis Kyriakopoulos

Non-Executive Member

08/06/2021 – 08/06/2024

Nikolaos Iatrou

Non-Executive Member

08/06/2021 – 08/06/2024

Georgios Kountouris

Non-Executive Member

08/06/2021 – 08/06/2024

Prodromos Vlamis

Independent Non-Executive Member

08/06/2021 – 08/06/2024

Garyfallia Spyriouni

Independent Non-Executive Member

08/06/2021 – 08/06/2024

Following the resignation of the non-executive member Mr. Ioannis Kyriakopoulos from the Board of Directors of

the Company and the committees of the Board of Directors in which he participated, namely the Remuneration

and Nominations Committee and the Audit Committee of the Company, the Board of Directors decided on

21.02.2023 to continue its operation with its remaining members, as they have been elected by the Ordinary

General Meeting of the Shareholders of the Company of 08.06.2021, without replacing the resigned member in

accordance with Article 7 par. 4 of the Articles of Association of the Company.

Following the above, the composition of the Board of Directors of the Company is currently as follows:

Name

Board of directors’ membership

Term of office of each member

including expiry date

Christoforos Papachristoforou

Chairman of the Board of Directors

(Executive Member)

08/06/2021 – 08/06/2024

Spyridon Makridakis

Vice-President A

Independent Non-Executive Member

08/06/2021 – 08/06/2024

Aristotle Karytinos

Vice President B & Chief Executive Officer

(Executive Member)

08/06/2021 – 08/06/2024

Theresa Messari

Executive Member

08/06/2021 – 08/06/2024

Athanasios Karagiannis

Executive Member

08/06/2021 – 08/06/2024

Nikolaos Iatrou

Non-Executive Member

08/06/2021 – 08/06/2024

Georgios Kountouris

Non-Executive Member

08/06/2021 – 08/06/2024

Prodromos Vlamis

Independent Non-Executive Member

08/06/2021 – 08/06/2024

Garyfallia Spyriouni

Independent Non-Executive Member

08/06/2021 – 08/06/2024

7.2. Curriculum Vitae of the Members of the Board of Directors

The current composition of the Board of Directors meets the requirements of the Company's Articles of

Association, Law 4548/2018 on Sociétés Anonymes, Law 4706/2020 on corporate governance of listed Companies

in the Athens Stock Exchange, and the Company's Suitability Policy, as established by the Company. The Board of

Directors is composed of remarkable and experienced market executives, as outlined in the following are the CVs

of its members:

Christoforos Papachristoforou

Founder and CEO of Invel Real Estate, an investment firm founded in March 2013 to seize opportunities in

European real estate markets, offering investors the opportunity to co-invest in selected investments. Invel

currently manages properties worth around €3.5 billion in Europe, with a strong presence mainly in Italy, Greece,

and Cyprus. Invel's landmark transaction was the acquisition of 66% of Prodea Investments by the National Bank

of Greece (NBG) in December 2013, followed by the acquisition of NBG's 32.7% stake in June 2019, resulting in a

total acquisition of 98.7% of the largest Greek REIC. Mr. Papachristoforou, as Chairman of the Board of Directors

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

and the Investment Committee of Prodea Investments, oversees the entire investment plan. Since 2013 he has

played a key role in creating a new vision and strategy for the company while implementing a successful acquisition

and financing program that has led to a significant increase in the Company`s real estate portfolio, diversification

of tenants and increased efficiency. The recent creation of MHV Mediterranean Hospitality Venture Ltd, a company

that aims to invest in the hotel sector with the most recent acquisition of Parklane, a Luxury Collection Resort &

Spa Limassol, the only luxury collection resort in Cyprus, is also noteworthy. Mr. Papachristoforou holds a BSc in

Economics from the University of London School of Economics and a Master’s degree in International Economics

and Management from the School of Management of SDA Bocconi in Milan.

Aristotle Karytinos

Chief Executive Officer of the Company with a long experience in investment and banking activities, as he has held

managerial positions in the private and wider public sector. Prior to his current position, he was for 6 years General

Manager of Real Estate of the National Bank of Greece Group. He previously held senior positions in the Eurobank

Group, where he served as Head of the Group's Real Estate, Director of Housing Credit and CEO of Eurobank

Properties REIC (later known as Grivalia REIC). During his tenure at the latter, the company's shares were

successfully listed in Athens Stock Exchange in 2006 and its share capital increased in 2007, raising a total of

approximately €450m. In 2010 he led the founding team of "ETHNIKI PANGAIA REIC" which was later absorbed by

the current PRODEA. Dr Karytinos holds a PhD from the University of Warwick, UK and is a member of RICS.

Theresa Messari

She holds the position of General Manager of Finance and Operations and is an executive member of the Board of

Directors of PRODEA Investments. Her experience in the field of real estate exceeds twenty years as she previously

held high-ranking positions in the field of real estate in the groups of National Bank of Greece and Eurobank, having

an active role in the establishment and listing in the Athens Stock Exchange of Grivalia Properties REIC in which

she held the position of Head of Finance, Control & Operations. In 2010 she participated in the founding team of

ETHNIKI PANGAEA REIC which was later absorbed by the current PRODEA. She is a graduate of the Athens

University of Economics and Business (BSc in Informatics specializing in analysis, design, and management of

information systems) with additional studies in International Financial Reporting Standards.

Athanasios Karagiannis

Head of Investments and Portfolio of the Company since June 2020. He is a member of the Company`s Board of

Directors and the Investment Committee and has a long experience in investment activities and in the real estate

market. Prior to joining the Company, he was an executive for six years at Invel Real Estate, which he joined in

2014. Previously, he was an executive at Deutsche Bank Asset Management in London for more than 6 years and

began his career in the hotel and insurance industry. He holds a degree in Economics from the University of Athens,

holds an MBA from the Athens University of Economics and Business and a master's degree (M. Sc.) in corporate

real estate strategy from Cass Business School.

Ioannis Kyriakopoulos (submitted his resignation on 20.02.2023)

He has a long experience in financial and banking matters. He is the General Manager of Real Estate of the NBG

Group and has served as General Manager of Financial Services, Assistant General Manager of Foreign Activities,

Director of Financial Services of the National Bank of Greece, and Financial and Administrative Director of the

Hellenic Financial Stability Fund. He holds a BSc in Mathematics and Finance from the University of Athens and an

MSc in Statistics and Operational Research from Loughborough University in England. He is a non-executive

member of the Board of Directors of Hellenic Exchanges – Athens Stock Exchange S.A.

Nikolaos Iatrou

Non-executive member of the Board of Directors of the Company who has a long experience (25 years) in Capital

Markets issues. He co-founded Hellenic Securities S.A. and served as its Executive Vice President for 11 years,

(Corporate Finance, Asset Management and Research). He held the positions of Chairman & Chief Executive Officer

of the Board of Directors of Marfin Hellenic Securities and member of the Board of Directors and Executive

Committee of Marfin Bank, as well as other managerial positions in Marfin Group, in Greece and Cyprus. Since

2008, he has been active in Corporate Dept. Restructuring, Corporate Advisory and Wealth Management. He is

Chairman and CEO of SILK CAPITAL PARTNERS Investment Services, which is active in the above sectors. He is an

independent member of the Board of Directors of OPAP SA, a member of the Plenary Session of the Hellenic

Olympic Committee, as well as a Vice President of the Marketing Committee and a life member of the Philippou

Unity Society in Greece. He holds a Business Administration degree.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

Georgios Kountouris

He has a long experience in business administration and in the real estate investment sector, having served as a

member of the boards of directors and investment committees of various companies. He has also been Managing

Director and Head of DLJ Real Estate Capital Partners of Credit Suisse in Europe, Managing Director and co-head

of the Real Estate Private Equity Group of Deutsche Bank, Assistant Director and co-founder of Real Estate Finance

Group at Lazard Brothers & Co Ltd. and Vice President of Salomon Brothers. He holds a bachelor's degree in Civil

Engineering from the Technical University of Athens, a bachelor's degree in business administration (MBA) from

Harvard and a PhD (Ph. D.) Civil Engineer from MIT.

Dr. Spyridon Makridakis

He is a professor at the University of Nicosia and director of the Institute for the Future (IFF) and founder and

director of the Makridakis Open Prediction Centre (MOFC). In addition, he is professor emeritus at INSEAD, as well

as at the University of Piraeus. He was Chairman of the board of directors of Lamda Development SA from 2000 to

2004 and a member of the board of directors of Grivalia Properties REIC from 2005 to 2009. He was the founder

and editor-in-chief of the Journal of Forecasting and International Journal of Forecasting. He has authored and

authored twenty-seven books and more than 360 articles. Dr. Makridakis holds a Bachelor’s degree (BBA) in

Business Administration from the University of Piraeus and an MBA and a PhD (Ph. D.) from New York University.

Dr Prodromos Vlamis

He is an Assistant Professor of Financial Analysis at the University of Piraeus and an Associate at the Department

of Land Economy of the University of Cambridge. In the past he has worked as a research fellow at the Graduate

School of Design (Real Estate Academic Initiative), Harvard University, USA, as a senior research partner and visiting

research partner at the Hellenic Observatory, London School of Economics & Political Science and as a Lecturer in

Finance at the University of Cambridge in the UK. He is a graduate of the Department of International & European

Economic Studies of the Department of Economics University of Athens; he has a master's degree M.Sc. in

Economics with an M.Phil. in Real Estate Market Economics (Land Economy) and a PhD in Financial Analysis of the

Real Estate Market.

Garyfallia (Litsa) Spyriouni

Business executive with long and multifaceted experience in the fields of finance, taxation and auditing, in large

organizations and internationally. She is currently Group Tax Director of the Coca Cola Hellenic Bottling Company

(CCH). In the past, she has served as Assistant General Manager of Finance and Operational Support - Group Tax

Director of the National Bank of Greece Group, auditor and senior tax partner at KPMG, financial analyst at Citibank

and auditor at Peat Marwick Mitchell auditing firm. She is a graduate of the Athens University of Economics and

Business (ASOEE) and a Certified Public Accountant (CPA (GR), SOEL) and has received extensive professional

training in business administration.

7.3. External professional commitments of the Members of the Board of Directors

According to the current Suitability Policy of the Members of the Board of Directors of the Company, all members

of the Board of Directors must have sufficient time required to perform their duties, based on their job description,

their role, and the duties they have undertaken.

In order to determine the adequacy of the time, the following are taken into account: the status and duties

assigned to each Member of the Board of Directors, the number of their positions as members in the Committees

of the Board of Directors of the Company or in the Boards of Directors and Committees of the Board of Directors

of other Companies and the resulting capacities held by each member at the same time, as well as other

professional or personal commitments and conditions.

Following the above, the external professional commitments of the Members of the Board of Directors are

presented in the table below:

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

Name

Name of legal entity

Status

Partner /

Shareholder

Christoforos

Papachristoforou

Invel Real Estate Management

(Cyprus) Limited

Employment / Directorship

Invel Real Estate Management Ltd

Directorship

Invel Real Estate Partners Two

Limited

Directorship

Invel Real Estate Management

(Italy) Srl

Directorship

Invel Lennon Investment Ltd

Directorship

MHV Mediterranean Hospitality

Venture Limited

Directorship

Aphrodite Hills Resort Limited

Directorship

Invel RE Holdings (Cyprus) Limited

Directorship

Spyridon

Makridakis

N/A

Aristotle Karytinos

Hellenic Fund and Asset

Management Association

Second Vice-President of the

Board of Directors

MHV Mediterranean Hospitality

Venture Limited

Director

Ependytiki Chanion S.A.

Chairman of the Board of

Directors

Piraeus Tower S.A.

Chairman of the Board of

Directors

Theresa Messari

N/A

Athanasios

Karagiannis

Invel Greece S.A.

Chairman of the Board of

Directors

Anthos S.A.

Chairman of the Board of

Directors & Chief Executive

Officer

Thalassa Holdings

Member of the Board of

Directors

Aphrodite Holdings

Member of the Board of

Directors

MHV Mediterranean Hospitality

Venture Limited

Director

National Bank of Greece

General Manager of Real

Estate

A Prodea Investments participation in a joint venture

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

Ioannis

Kyriakopoulos

Hellenic Exchanges - Athens Stock

Exchange S.A. Holdings

Non-Executive Member

of the Board of Directors

National Real Estate Consulting

Services S.A.

Chairman of the Board of

Directors

Ethniki Ktimatikis Ekmetallefsis S.A.

Chairman of the Board of

Directors

PROTYPOS Ktimatiki Touristiki

S.A.

Chairman of the Board of

Directors

Ktimatiki Kataskeyastiki EKTENEPOL SA

Chairman of the Board of

Directors

KADMOS S.A. Viomichanikon

Touristikon & Xenodocheiakon

Ependyseon

Chairman of the Board of

Directors

DIONYSOS

S.A.

Chairman of the Board of

Directors

Hellinika Touristika Erga S.A.

Chairman of the Board of

Directors

REOCO FRONTIER Single Member

Chairman of the Board of

Directors (up to 24.05.2022)

REOCO FRONTIER ΙΙ SMSA

Chairman of the Board of

Directors (since 28.06.2022)

Nikolaos Iatrou

SILK CAPITAL PARTNERS SA.

Chairman of the Board of

Directors & Chief Executive

Officer

YES (90.20%)

Hellenic Olympic Committee

Member of the Plenary

Session and Chairman of the

Marketing Committee 2021 -

2025

Tora Wallet

Non-executive Board

Member

Georgios

Kountouris

Invel Real Estate Management

(Jersey) Ltd

Director

Invel Real Estate Advisors LLP

Designated Member

YES (33.33%)

Assets & Technologies Limited

Director

YES (100%)

55/57 Cadogan Square Freehold Ltd

Director

YES (28%)

Blantyre Capital

Senior Advisor

An NBG Group subsidiary company

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

Prodromos Vlamis

Hellenic Public Procurement

Authority (HSPPA)

Regular Member of the

Management Board (up to

20.05.2022)

Independent Authority for Public

Revenue (IAPR)

Regular Member of the

Management Board (up to

20.05.2022)

Engineers and Public Works

Contractors Fund (TMEDE)

Regular Member of the

Management Board since

01.01.2022

Garyfallia

Spyriouni

Coca-Cola HBC Holdings BV

Director

CC Beverages Holdings II BV

Director

Coca-Cola HBC Finance BV

Director

Coca-Cola HBC Sourcing BV

Director

WABI CCH BV

Director

CCB Management Services GmbH

Prokurist

Coca-Cola Hellenic Bottling

Company Bulgaria AD

Director

AS Coca-Cola HBC Eesti

Supervisory Board Member

Coca-Cola HBC Greece SAIC

Director

Brewinvest S.A.

Director

7.4. Suitability Policy of Board Members

The Company applies a Suitability Policy to the Members of its Board of Directors (hereinafter the “Suitability

Policy”), which was prepared by the Remuneration and Nominations Committee in accordance with the provisions

of article 3 of Law 4706/2020 and the Guidelines of Circular No. 60 of the Hellenic Capital Market Commission.

The current Suitability Policy of the Members of the Board of Directors has been approved by the decision of the

Ordinary General Meeting of the Shareholders of the Company dated 08/06/2021 and entered into force on the

same date.

This Policy is posted on the Company's Official Website.

A Coca-Cola HBC Group subsidiary company

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

The scope of the Suitability Policy includes the Executive and Non-Executive Members of the Board of Directors of

the Company, the Independent Non-Executive Members, and the alternate members of article 81 of Law

4548/2018.

The purpose of the Suitability Policy is to ensure the quality staffing, effective operation, and fulfillment of the role

of the Board of Directors based on the Company`s general strategy and its medium to long-term business

objectives, with the goal of promoting the corporate interests.

The current Suitability Policy is in line with the provisions of the Regulation of Operations of the Company and the

HCGC. It is clear, sufficiently documented, and governed by the principle of transparency and proportionality, while

promoting diversity, meritocracy, and efficiency, both during the selection and during the tenure of the members

of the Board of Directors. Furthermore, during the preparation of the Suitability Policy, the size, internal

organization, risk appetite, nature, scale, and complexity of the Company's activities have been considered, inter

alia, as well as any other Company specific element.

The Suitability Policy also takes into account the specific description of the responsibilities of each Member of the

Board of Directors, their possible participation in Committees, the nature of their duties (Executive or Non-

Executive Member of the Board of Directors), their classification as Independent or Non-Independent Members of

the Board of Directors, as well as specific characteristics related to the nature of the Company's activities.

Before assuming their role, the members of the Board of Directors are informed about the Company`s Regulation

of Operations, the corporate culture, the corporate values, the business activities of the Company, as well as about

the regulatory framework in which the Company operates.

The Company has also adopted a Training Policy for the Members of its Board of Directors Furthermore, the

members of the Board of Directors are informed about business developments and the most important risks to

which the Company is exposed, as well as about any changes in the legislation and the market environment. For

this purpose, contact is maintained with the Company's staff, through presentations and information provided by

the heads of the Company Divisions, Departments and Units.

7.5. Diversity criteria

When appointing new members to the Board of Directors, adequate representation by gender at least twenty-five

percent (25%) of the total Members of the Board of Directors is taken into consideration. Furthermore, no

exclusion of a member due to any discrimination based on sex, origin, ethnic or social origin, religion or political

and other beliefs, property status, disability, age or sexual orientation is allowed.

The Remuneration and Nominations Committee considers all the above diversity criteria when submitting

proposals for the appointment of Members of the Board of Directors in order to generally ensure diversity and

equal opportunities among its members.

The suitability of the members of the Board of Directors is examined either periodically or on a case-by-case basis,

in the context of the operation of the Company`s Internal Control System and in accordance with the specific

provisions in force. In any case, the Remuneration and Nomination Committee monitors the suitability of the

Members of the Board of Directors on an ongoing basis, in order to identify, in the light of any new event, cases

where it would be deemed as necessary to reassess a member`s suitability.

7.6. Remuneration of Members of the Board of Directors

The remuneration of the Members of the Board of Directors is in accordance with the provisions of the

Remuneration Policy as approved by the General Meeting of the Company on 13/04/2020, which is posted on the

Company's Official Website.

This Remuneration Policy has been established in compliance with the relevant provisions for Listed Sociétés

Anonymes, Real Estate Investment Societes Anonymes (REIC) in accordance with the provisions of Law 2778/1999,

Alternative Investment Fund Management Societes Anonymes established in Greece and licensed by the Hellenic

Capital Market Commission in accordance with the provisions of Law 4209/2013, as well as with the general

regulatory framework to which the Company is subject.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

The purpose of the Company`s Remuneration Policy is to align the interests of the Members of the Board of

Directors with the interests of the Shareholders of the Company, while taking the salary and working conditions of

the Company's employees into account. It also contributes to the creation and maintenance of long-term

commercial and business value, the formulation of a business strategy, the long-term interests, and the

sustainability of the Company through benefit packages and incentives, as provided for in the Remuneration Policy

and aiming to:

• attract and maintain top executives from Greece and abroad,

• prevent or minimize conflicts of interest,

• the correct and effective diagnose and manage risks related to the achievement of the Company's business

activities,

• ensure fair remuneration.

7.7. Attendance of Members at the meetings of the Board of Directors

The attendance of each member of the Board of Directors at the meetings of the Board of Directors during the

fiscal year 2022, is presented in the table below:

Board of Directors member

Number of meetings

within the Member`s

tenure (in fiscal year

2022)

Number of

Meetings in

which the

Member

participated

Presence

rate

Number of

Meetings in which

the Member was

represented

Christoforos

Papachristoforou

93.33%

Spyridon Makridakis

100%

Aristotle Karytinos

100%

Theresa Messari

100%

Athanasios Karagiannis

100%

Ioannis Kyriakopoulos

100%

Nikolaos Iatrou

100%

Georgios Kountouris

96.67%

Prodromos Vlamis

100%

Garyfallia Spyriouni

100%

7.8. Number of shares of the Company held by Members of the Board of Directors

The following table shows the number of shares held by the Members of the Board of Directors on December 31,

2022 (at the end of the respective fiscal year):

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

Board of Directors member

Membership

Number of

Company

percentage

Christoforos

Papachristoforou

Chairman of the Board of Directors (Executive

Member)

Spyridon Makridakis

Vice-President A, Independent Non-Executive

Member

Aristotle Karytinos

Vice President B & Chief Executive Officer

(Executive Member)

556 Shares

0,0002%

Theresa Messari

Executive Member

555 Shares

0,0002%

Athanasios Karagiannis

Executive Member

Ioannis Kyriakopoulos

Non-Executive Member

Nikolaos Iatrou

Non-Executive Member

Georgios Kountouris

Non-Executive Member

Prodromos Vlamis

Independent Non-Executive Member

Garyfallia Spyriouni

Independent Non-Executive Member

7.9. Number of Company shares held by Senior Management

The table below shows the number of shares held by the Senior Management on December 31, 2022 (at the end

of the fiscal year):

Name

Status

Number of

Company share

percentage

Christoforos Papachristoforou

Executive Chairman of the Board of

Directors & Chairman of the

Investment Committee

Aristotle Karytinos

Chief Executive Officer (CEO)

556 Shares

0,0002%

Theresa Messari

Chief Financial Officer (CFO) & Chief

Operations Officer (COO)

555 Shares

0,0002%

Athanasios Karagiannis

Chief Investments Officer (CIO)

7.10. Curriculum Vitae of Senior Management

There are no other Senior Managerial Executives, within the Company, other than those who serve as Executive

Members of the Board of Directors and whose CVs are set out above.

7.11. Independent Non-Executive Members of the Board of Directors

The Independent Non-Executive Members of the Board of Directors are the Non-Executive Members of the Board

of Directors of the Company who, at the time of their appointment or election and throughout their term of office,

meet the independence criteria provided for in article 9 of Law 4706/2020, as amended.

The following Individuals have been assigned Independent Non-Executive BoD Members:

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

Full Name

Reasoning for their Independence from the Company

Spyridon Makridakis

1. Not holding directly or indirectly a percentage of voting rights exceeding

zero-point five percent (0.5%) of the Company's share capital.

2. It does not appear that he has any financial, business, family or other type

of dependency relationships that could be considered to influence his

decisions and independent and objective judgement in the exercise of his

duties as an Independent Non-Executive Member of the Board.

3. He does not receive any significant remuneration or benefit from the

Company, or from an affiliated company, does not participate in a stock

option scheme or any other performance-related remuneration or benefit

scheme.

4. This person does not meet any of the conditions referred to in Article 9

par. 2 of Law 4706/2020, according to which it could be considered that

there is a dependency relationship.

Prodromos Vlamis

1. Not holding directly or indirectly a percentage of voting rights exceeding

zero-point five percent (0.5%) of the Company's share capital.

2. It does not appear that he has any financial, business, family or other type

of dependency relationships that could be considered to influence his

decisions and independent and objective judgement in the exercise of his

duties as an Independent Non-Executive Member of the Board.

3. He does not receive any significant remuneration or benefit from the

Company, or from an affiliated company, does not participate in a stock

option scheme or any other performance-related remuneration or benefit

scheme.

4. This person does not meet any of the conditions referred to in Article 9

par. 2 of Law 4706/2020, according to which it could be considered that

there is a dependency relationship.

Garyphalia Spyriouni

1. Not holding directly or indirectly a percentage of voting rights exceeding

zero-point five percent (0.5%) of the Company's share capital.

2. It does not appear that she has any financial, business, family or other

type of dependency relationships that could be considered to influence her

decisions and independent and objective judgement in the exercise of her

duties as an Independent Non-Executive Member of the Board.

3. She does not receive any significant remuneration or benefit from the

Company, or from an affiliated company, does not participate in a stock

option scheme or any other performance-related remuneration or benefit

scheme.

4. This person does not meet any of the conditions referred to in Article 9

par. 2 of Law 4706/2020, according to which it could be considered that

there is a dependency relationship.

According to par. 3 of Article 9 of Law 4706/2020, the Board of Directors reviewed the fulfilment of the

independence criteria of the above three (3) Independent Non-Executive Members for the fiscal year 2021 and

confirmed, as stated above, the fulfilment of the independence criteria of par. 1 of article 9 of Law 4706/2020 in

each of them.

With respect to the fiscal year 2022, the Review Process was conducted, with the assistance of the Company's

Compliance Unit, by the Remuneration and Nomination Committee, which informed the Board of Directors, which

subsequently confirmed that the independence criteria of the Independent Non-Executive Members were met.

Taking into consideration the Report of the Independent Non-Executive Members of the Board of Directors, dated

16/05/2022, to the Annual General Meeting of the Company's Shareholders, the following is noted with regard to

the fiscal year 2021:

• The Independent Non-Executive Members of the Board of Directors of the Company have been elected by the

Annual General Meeting of the Company's Shareholders, pursuant to its Resolution of 8/6/2021.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

• The Independent Executive Directors of the Board of Directors of the Company, at the time of the preparation

of this Report, confirm that they have acted as to the following:

o Monitoring and reviewing the Company's strategy and its implementation,

o Ensuring effective supervision of the Executive Members of the Company's Board of Directors,

o Consideration and expression of opinion, on the proposals submitted by the Executive Members of the

Board of Directors.

With regard to the activities of the Independent Non-Executive Members of the Board of Directors, in relation to

the fiscal year 2022, the following are summarised below:

• Monitored and reviewed the Company's business strategy and its implementation,

• Ensured effective supervision of the Executive Members,

• Reviewed and expressed their views on the proposals submitted by the Executive Members, based on existing

information.

• The main issues that the Independent Members dealt with, throughout the last fiscal year, concern the

implementation of the Company's strategy, the Company's financing, the approval of transactions with related

parties in accordance with the provisions of Law 4548/2018, the supervision of the remuneration and

compensation received by the Executive Members of the Board of Directors and the Company's regulatory

compliance.

• In this context, the Independent Non-Executive Members participated in all the meetings of the Board of

Directors of the Company and consulted with the Company's Executive Management on issues related to the

Company's strategy and its implementation, receiving the necessary information and information material.

• They participated in the meetings of the Audit Committee, reviewed the respective financial statements and

investment statements prior to their submission for approval to the Board of Directors of the Company, were

informed by the Independent Assessors on the market trend and on the valuations of the Company's portfolio

and were briefed by the External Auditors as well as the Company's Internal Auditor and the Compliance

Officer whenever required.

7.12. Evaluation of the Board of Directors and its Committees

The Company has established a Policy and Procedure for the evaluation of the Members of the Board of Directors

and its Committees, as well as the Secretary of the Board of Directors.

The purpose of the Collective and Individual Evaluation Policy and Procedure is to ensure the effective functioning

of the Board of Directors and the fulfilment of its role as the Company's highest management body, responsible

for strategy formulation, management supervision and adequate control, with the aim of safeguarding and

promoting the long-term interests of shareholders, maximising the long-term value of the Company, and defending

the general corporate interest.

This process is chaired by the Chairman of the Board of Directors in cooperation with the Remuneration and

Nomination Committee.

All the evaluations below are conducted using appropriate questionnaires and the results are expected to be

presented and discussed at the Board of Directors.

Within the framework of the individual evaluation, each member of the Board of Directors is evaluated for his/her

individual suitability on an annual basis in accordance with the relevant criteria set out in the Company's Board of

Directors' Members' Suitability Policy, which are the following:

• Adequacy of knowledge and skills

• Guarantors of Ethics and Reputation

• Conflict of interest

• Independence of judgement

• Allocation of sufficient time

These criteria are general and apply to all Members of the Board of Directors, regardless of their status as

Executive, Non-Executive or Independent Non-Executive Members.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

For the assessments of the Chairman of the Board of Directors and the CEO, additional criteria are considered, that

relate to the knowledge, specific skills and abilities needed for the effective performance of these duties.

Indicatively, the assessment of the Chairman of the Board of Directors covers areas such as his leadership skills,

his reputation and his relations with the other Board Members, the effective conduct of Board Meetings and other

matters related to his responsibilities.

In addition, the Board of Directors is evaluated collectively as a body and based on the criteria of collective

suitability and the effective performance of its duties. The main criteria for this evaluation are the knowledge, skills

and experience of the Members collectively required to fulfil their duties, adequate gender representation and

diversity criteria, the composition of the Board of Directors, the effective cooperation of the Members of the Board

of Directors, the effective organisation and functioning of the Board of Directors and its Committees, its decisions

and its performance in relation to its responsibilities.

Finally, the Secretary of the Board of Directors is also assessed in terms of her contribution to ensuring compliance

with BoD procedures, advising the Board and its Committees on corporate governance issues, supporting the

Chairman of the Board and assisting the Board and its Committees in their effective functioning.

This evaluation process is currently underway and is expected to be completed within the first half of 2023.

8. Committees of the Board of Directors

8.1. Audit Committee

The Company's Audit Committee operates in accordance with the provisions of Laws 4449/2017 and 4706/2020

and aims to assist the Board of Directors in its duties regarding the safeguarding of the integrity of the financial

reporting process, ensuring the independent, objective and effective conduct of the Company's internal and

external audits, ensuring and supervising the development and implementation of an appropriate and effective

Internal Audit and Corporate Governance System, ensuring and supervising compliance with the statutory,

regulatory and legal framework governing the operation of the Company and its Group.

8.1.1 Composition of the Audit Committee

The Audit Committee is an independent committee as referred to in case (ab) of paragraph (1a) of article 44 of

Law 4449/2017, as replaced by par. 4 of Article 74 of Law 4706/2020. It consists of Non-Executive Members of the

Board of Directors, elected in accordance with the decision of the General Meeting of Shareholders of the Company

dated 08/06/2021, pursuant to article 44 of Law 4449/2017, paragraphs (1b) and (1c) of article 74 of Law

4706/2020.

The term of office of the above Committee was determined by the Annual General Meeting of Shareholders of

June the 8th 2021, that it is three years, starting from the election of its members by the General Meeting of

Shareholders of the Company and extending until the next Annual General Meeting of Shareholders of the

Company.

Three of the members of the Committee are Independent Non-Executive Members of the Board of Directors, in

accordance with the independence criteria of article 9 of Law 4706/2020, one of them has the status of Chairman

of the Committee, while the fourth member is from among the Non-Executive Members of the Board of Directors.

The members of the Committee were appointed by the Board of Directors of the Company at its Meeting on June

the 8th 2021 and the Committee was constituted at its meeting on June the 8th 2021 as follows:

Full Name

Status

Position on the Board of Directors

Spyridon Makridakis

President

Vice President A', Independent Non-Executive

Member

John Kyriakopoulos

Member

Non-Executive Member

Prodromos Vlamis

Member

Independent Non-Executive Member

Garyfalia Spyriouni

Member

Independent Non-Executive Member

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

The Board of Directors on 21.02.2023, having taken note of the resignation of the Non-Executive Member of the

Board of Directors Mr. Ioannis Kyriakopoulos from 20.02.2023 as a member of the Board of Directors of the

Company and its committees, including the Audit Committee, decided to continue the operation of the Audit

Committee of the Company with the remaining three (3) members without replacing the resigned member,

pursuant to par. 1f of article 44 of Law 4449/2017 and the Audit Committee's Operating Regulations.

Subsequently, the Audit Committee at its meeting on 21.02.2023 confirmed the appointment of Mr. Spyridon

Makridakis, an Independent Non-Executive Member of the Board of Directors of the Company, as its Chairman, in

accordance with the provisions of par. (1e) of article 44 of Law 4449/2017, the Regulation of the Audit Committee

and the circular of the Directorate of Listed Companies of the Hellenic Capital Market Commission with protocol

number 1508/17.07.2020 and it was reconstituted as follows:

1. Mr. Spyridon Makridakis of George, Independent Non-Executive Member of the Board of Directors, Chairman

of the Audit Committee

2. Mr Prodromos Vlamis of Gregorius, Independent Non-Executive Member of the Board of Directors, Member

of the Audit Committee

3. Mrs Garyfalia Spyriouni of Vassilios, Independent Non-Executive Member of the Board of Directors, Member

of the Audit Committee

The aforementioned members of the Audit Committee have sufficient knowledge in the sector in which the

Company operates, are independent of the Company, within the meaning of the provisions of Law 3016/2002 and

Law 4706/2020 and, of these, Ms. Garyfalia Spyriouni has sufficient knowledge in auditing and/or accounting as

required by law (par. (1) (g) (b) of article 44 of Law 4449/2017) and therefore continues to be the member of the

Audit Committee who has the required sufficient knowledge in auditing and accounting. Ms. Garyfalia Spyriouni,

being independent from the Company, is required to attend the Audit Committee meetings related to the approval

of the financial statements.

The Audit Committee will continue its operation with the above composition until the next Annual General Meeting

of the Company, which will be informed about the resignation of Mr. Ioannis Kyriakopoulos and will be invited to

confirm the number and the qualities of the members of the Audit Committee for the remainder of its term of

office.

8.1.2. Responsibilities of the Audit Committee

The responsibilities of the Audit Committee are described in detail in its current Operating Regulations, which have

been posted on the Company's Official Website, in accordance with the applicable legislation, and are, inter alia,

the following:

Α. Financial statements and financial reporting process

• Monitoring, review and evaluation of the Company's financial reporting process, informing the Board of

Directors with the Committee's findings and submitting proposals or recommendations for the improvement

of the above process,

• Briefing of the Committee by the Company's Management Team on the timetable for the preparation of the

financial statements and supervision and evaluation of the procedures for the preparation of the annual and

periodic individual and consolidated financial statements, the annual and half-yearly investment statements

of the Company and its subsidiaries,

• Review and evaluation of the financial statements before submitting them to the Board of Directors for

approval,

• Receipt and evaluation by the Financial Services Division of an Annual Report analysing the work of this

Division.

Β. External Audit

• Selection, reappointment, removal, rotation, tenure, terms of employment and remuneration of the

Company's external auditors and making proposals to the Board of Directors.

• Approval of the external auditors’ fees and submission of relevant proposals to the Board of Directors

• Review and pre-approval of the provision of permitted non-audit services by the Company's external auditor,

• Review and monitoring of the independence of the external auditors or audit firms in accordance with Articles

21, 22, 23, 26 and 27 of Law 4449/2017 and Article 6 of Regulation (EU) 537/2014,

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

• Annual assessment of the effectiveness, independence and objectivity of the external auditor and ensuring

the periodic rotation of both the statutory auditor and the key audit firm partners carrying out the audit,

• Briefing by the external auditor on the annual statutory audit programme prior to its implementation and its

evaluation

• Monitoring the submission of the external auditor's reports for the Company and its Group companies and

providing information on them

• Consultation with the statutory auditor during the planning stage of the audit, during its execution and during

the reporting stage after its completion

• Submission of a request to the external auditor for a Management Letter, indicating any weaknesses identified

in the Company's Internal Control System

• Receipt and examination by the external auditor of a Supplementary Report, which explains the results of the

statutory audit conducted and includes at least what is required by Article 11 of Regulation (EU) 537/2014,

• Briefing of the Board of Directors on the results of the external audit.

C. Internal Audit

• Monitoring and evaluation of the work of the Internal Audit Unit

• Ensuring the independent operation of the Internal Audit Unit, access to any organizational unit of the

Company and to any data/information required for the performance of its duties and the adequacy of its

resources,

• Receiving, reviewing and approving the annual or periodic audit programme and submit it to the Board of

Directors

• Receiving and evaluating all the findings of the internal audit reports

• Information on the results of the risk assessment carried out by the Internal Audit Unit in the framework of

the preparation of the annual audit programme,

• Receiving and evaluating the quarterly activity reports of the Internal Audit Unit and submitting them,

together with its comments, to the Board of Directors

• Receiving updates from the Internal Audit Unit on the progress of the implementation of corrective actions

for all identified audit findings,

• Review and approval of the Internal Audit Unit's Operating Regulations and its submission to the Board of

Directors,

• Review and approval of the Policies and Procedures relating to the Internal Audit Unit,

• Maintaining a file of Internal Audit Unit reports,

• Recommendation to the Board of Directors regarding the appointment or replacement of the Head of the

Internal Audit Unit,

• Regular meetings with the Head of the Internal Audit Unit, regarding issues related to their responsibilities.

D. Internal control, risk management and compliance systems

• Monitoring and evaluation on an annual basis of the adequacy, effectiveness and efficiency of the Internal

Control System,

• Review and approval of the Operating Regulation of the Compliance Unit and submission to the Board of

Directors,

• Evaluation of the adequacy and effectiveness of the processes and procedures of the Compliance Unit,

• Adoption, review, approval and monitoring of the implementation of the annual work plan of the Compliance

Unit (Action Plan),

• Receipt and evaluation of the Annual Report of the Company's Compliance Unit and briefing of the Board of

Directors,

• Ensuring the independence of the Compliance Unit,

• Review of the management of the Company's main risks and uncertainties and monitoring of their periodic

review,

• Receipt and evaluation of quarterly reports by the Risk Management Unit,

• Receipt and evaluation of the Risk Management Unit's Activities for the current year,

• Evaluation of the work of the Risk Officer,

• Monitoring the implementation and effectiveness of the Company's Code of Professional Ethics and Conduct,

• Monitoring the implementation of the Policy on the prevention and management of conflicts of interest,

• Submission of proposals to the Board of Directors to address the weaknesses identified in the Company's

Internal Control System and monitoring of the implementation of the corrective measures decided,

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

• Examination of any findings arising from audits by Regulatory Authorities.

8.1.3. Attendance of Members at Audit Committee meetings

The attendance of each member of the Audit Committee at Audit Committee Meetings during the fiscal year 2022

is shown in the table below:

Full Name

Number of meetings

held during their term

of office (within the

fiscal year 2022)

Number of

meetings

attended

Percentage of

presence

Number of

meetings

represented

Spyridon Makridakis

93.75%

John Kyriakopoulos

100%

Prodromos Vlamis

93.75%

Garyfalia Spyriouni

100%

8.1.4. Activities of the Audit Committee during the fiscal year 2022

A brief description of the work and activities of the Audit Committee is included in its Annual Report on its activities,

which has been separately included in the Company's Annual Consolidated and Company Financial Report for the

fiscal year 2022.

8.2. Remuneration and Nominations Committee

The operation of the said Committee is governed by its Operating Regulation and by the provisions of Laws

4548/2018 and 4706/2020, as well as by the Guidelines of the Hellenic Capital Market Commission for the

Suitability Policy of article 3 of Law 4706/2020.

The tasks and responsibilities of the Committee’s are set out in the Commission's Operating Regulation. This

corporate document was amended ,for the second time, by the Board of Directors' resolution dated 16/05/2022

and is posted on the Company's Official Website.

8.2.1 Composition of the Remuneration and Nomination Committee

The term of office of the Members of the Committee coincides with the term of office of the Board of Directors

Members, which is renewable. In any case, the term of office of the Independent Non-Executive BoD Members on

the Committee shall not exceed nine years in total.

Three of the members of the Committee are Independent Non-Executive Members of the Board of Directors, in

accordance with the independence criteria of article 9 of Law 4706/2020, one of them has the status of Chairman

of the Committee, while the fourth member is from among the Non-Executive Members of the Board of Directors.

The members of the Committee were appointed by the Board of Directors of the Company at its meeting on June

the 8th 2021 and the Committee was constituted at its meeting on June the 8th 2021 as follows:

Full Name

Status

Position on the Board of Directors

Spyridon Makridakis

President

Vice President A', Independent Non-Executive

Member

John Kyriakopoulos

Member

Non-Executive Member

Prodromos Vlamis

Member

Independent Non-Executive Member

Garyfalia Spyriouni

Member

Independent Non-Executive Member

The Board of Directors on 21.02.2023 having taken note of the resignation of the Non-Executive Member of the

Board of Directors Mr. Ioannis Kyriakopoulos, as a member of the Board of Directors of the Company and its

Committees, including the Remuneration and Nominations Committee, decided to continue the operation of the

Remuneration and Nominations Committee of the Company with the remaining three (3) members without

replacing the resigned member, in accordance with the provisions of the Operating Regulation of the

Remuneration and Nominations Committee.

Subsequently, on 24.02.2023, the Remuneration and Nominations Committee confirmed the appointment of Mr.

Spyridon Makridakis, Independent Non-Executive Member of the Board of Directors of the Company, as its

Chairman and was reconstituted as follows:

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

1. Mr. Spyridon Makridakis of George, Independent Non-Executive Member of the Board of Directors, Chairman

of the Remuneration and Nominations Committee

2. Mr Prodromos Vlamis of Gregorius, Independent Non-Executive Member of the Board of Directors, Member

of the Remuneration and Nominations Committee

3. Mrs Garyfalia Spyriouni of Vasilios, Independent Non-Executive Member of the Board of Directors, Member of

the Remuneration and Nominations Committee.

The Remuneration and Nominations Committee will continue to function with the above composition until the

end of its term of office.

8.2.2. Responsibilities of the Remuneration and Nominations Committee

Α. Regarding remuneration issues:

• Drafting of the Company's Remuneration Policy and submission of relevant proposals for any amendments

thereto,

• Evaluation of the structure, composition, size and performance of the Company's Board of Directors as well

as the skills and knowledge of the members of the Company's Board of Directors and submission of relevant

proposals to the Company's Board of Directors,

• Making proposals to the Board of Directors regarding the determination or change of the remuneration of the

Chairman of the Board of Directors,

• Evaluation and approval of the joint proposals of the Chairman of the Board of Directors and the Chief

Executive Officer, regarding new appointments or salary changes of the Company's Senior Executives and the

heads of the Internal Audit Unit, the Compliance Unit and the Risk Management Unit,

• Review of the Company's Remuneration Policy,

• Submission of proposals to the Board of Directors regarding the total amount of the annual variable

remuneration (bonuses) in the Company and the total amount of the remuneration of the Senior Executives

and the heads of the Internal Audit Unit, the Compliance Unit and the Risk Management Unit,

• Regular review of the Remuneration Policy of the Non-Executive Members of the Board of Directors,

• Proposal through the Board of Directors to the General Meeting of Shareholders of the Company regarding

the remuneration of the Members of the Board of Directors,

• Review of the information within the draft Annual Report on Remuneration,

Β. Concerning matters relating to the evaluation of the Board of Directors and the nomination of candidates:

• Annual evaluation of the Board of Directors,

• Regular review of the preservation of the independence of the Independent Non-Executive Directors,

• Submission of proposals to the Board of Directors regarding the nomination of candidates for the Board of

Directors,

• Evaluation of issues related to the succession of the Members of the Board of Directors,

• Drafting and monitoring of the implementation of the Suitability Policy, in cooperation with the Internal Audit

Unit, the Compliance Unit and the Legal Service,

• Submission of proposals for any amendments to the Suitability Policy.

8.2.3. Attendance of Members at Remuneration and Nominations Committee meetings

The attendance of each member of the Remuneration and Nominations Committee at the meetings of the

Remuneration and Nominations Committee during the fiscal year 2022 is shown in the table below:

Full Name

Number of meetings

held during their term

of office (within the

fiscal year 2022)

Number of

meetings

attended

Percentage of

presence

Number of

meetings

represented

Spyridon Makridakis

100%

John Kyriakopoulos

100%

Prodromos Vlamis

100%

Garyfalia Spyriouni

100%

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

8.2.4. Activities of the Remuneration and Nominations Committee during the fiscal year 2022

During the fiscal year 2022, the Compensation and Nominations Committee met five times, on the following

matters:

• BoD Evaluation Procedure,

• Annual Report of the Company's Remuneration and Nominations Committee,

• Amendment of the Committee’s Operating Regulation,

• Amendment of the Company's Remuneration Policy,

• Review of the annual remuneration report,

• Proposal on the remuneration of the members of the Board of Directors and the Investment Committee.

• Variable Remuneration for the fiscal year 2021,

• Update of the Board of Directors' Evaluation Procedure.

8.3. Investment Committee

The Investment Committee is responsible for determining the Company's investment policy and the management

of its investments.

The Chairman of the Investment Committee reports to the Board of Directors of the Company.

The operation and general responsibilities of the Investment Committee are defined in the Investment

Committee's Operating Regulation, which constitutes part of the Company's Internal Operating Regulation, a

summary of which is posted on the Company's Official Website.

8.3.1 Composition of the Investment Committee

The term of office of the members of the Investment Committee coincides with the term of office of the Board of

Directors Members, which is renewable. The current Investment Committee is composed of five members, four of

whom are members of the Board of Directors. Of the four Board Members participating in the Committee, three

are Executive BoD Members and one is a Non-Executive BoD Member.

The current composition of the Investment Committee, as defined by the decision of the Board of Directors of the

Company dated 29/06/2021, is as follows:

Full Name

Status

Position on the Board of Directors

Christoforos

Papachristophorou

President

Executive Chairman

Aristotle Karytinos

Member

Vice President B’ and Chief Executive Officer

George Kountouris

Member

Non-Executive Member

Georgios Konstantinidis

Member

Non-BoD Member

Athanasios Karagiannis

Member

Executive Member

8.3.2. Responsibilities of the Investment Committee

On the basis of its Operating Regulation, the Investment Committee is responsible for the following:

• Determination of the Company's investment policy, in accordance with its strategic objectives,

• Submission of a proposal for the annual budget for new investments and a forecast of their financing,

• Management of the Company's securities portfolio,

• Decisions on new investments and their financing,

• Determination of the lease terms of the properties included in the Company's portfolio,

• Decisions on the liquidation of investments

• Evaluation of the returns on existing investments and consideration of alternative forms of investment that

are considered likely to deliver higher returns,

• Review and evaluation of the diversification of the Company's portfolio by sector,

• Making decisions regarding increases/decreases in the share capital of companies/entities in which the

Company is a stakeholder,

• Making decisions on investment programmes, construction, development, reconstruction, maintenance,

change of use of the properties in the portfolio and approval of the required expenditure/budgets.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

8.3.3. Attendance of Members at Investment Committee Meetings

The attendance of each member of the Investment Committee at the Investment Committee Meetings during the

fiscal year 2022 is shown in the table below:

Full name

Number of meetings

held during their term

of office (within the

fiscal year 2022)

Number of

meetings

attended

Percentage of

presence

Number of

meetings

represented

Christoforos

Papachristophorou

95.83%

Aristotle Karytinos

100%

George Kountouris

100%

Georgios

Konstantinidis

100%

Athanasios

Karagiannis

100%

8.3.4. Activities of the Investment Committee during the fiscal year 2022

During the fiscal year 2022, the Investment Committee met twenty-four times, including on the following matters:

• Decision-making in relation to new investments

• Monitoring of existing investments

• Liquidation of existing investments

9. Other Management Committees

9.1. Procurement Committee

This is a Management Committee of the Company, which has been established by decision of the Board of

Directors. Within the Company's Operating Regulation, the composition, responsibilities and duties of the

Procurement Committee are set out.

9.1.1. Composition of the Procurement Committee

The Committee consists of three members, comprising the CEO and two Non-Executive Members of the Board of

Directors. More specifically, the Procurement Committee is currently composed of one Executive Member and two

Independent Non-Executive Members, one of whom chairs the Committee.

The current composition of the Procurement Committee, as defined by the decision of the Board of Directors of

the Company dated 08/06/2021, is as follows:

Full name

Status

Position on the Board of Directors

Spyridon Makridakis

President

Vice President A', Independent Non-Executive

Member

Prodromos Vlamis

Member

Independent Non-Executive Member

Aristotle Karytinos

Member

Vice President B and Chief Executive Officer

9.1.2. Responsibilities of the Procurement Committee

The Procurement Committee is responsible for:

• The evaluation and approval of the business feasibility of implementation as well as the expenditure of

supplies that exceed the approval limits assigned to the CEO and the Chief Financial and Operations Officer by

the Board of Directors of the Company

• The approval of expenses related to the procurement of goods and services, the amounts of which exceed the

approval limits, as set out by the Board of Directors for the other bodies of the Company.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

9.1.3. Procurement Committee's activities in the fiscal year 2022

During the fiscal year 2022, the Procurement Committee met three times, on the basis of the following topics:

• Recommendation for the conclusion of a contract for the provision of necessary services in the context of the

Company's ESG compliance.

• Recommendation for the acquisition of new Enterprise Resource Planning (ERP) software.

• Approval of expenditure and award of services in the context of improving the Company's internal operating

procedures.

9.2. Green Bond Committee

The Green Bond Committee has been established by a resolution of the Board of Directors of the Company.

The purpose of the Green Bond Committee is to establish and monitor the implementation of the Company's Green

Bond Framework, under which the Company may issue one or more Green Bonds for the purpose of sustainable

financing of its business activities.

The Committee meets at least once a quarter and, if circumstances require so, more frequently, especially during

periods when the Green Bond Report to Investors is issued and in preparation for the issuance of the Company's

Green Bonds.

The operation, responsibilities and provisions regarding the composition of the Green Bond Committee are set out

in its Operating Regulation, approved by the Board of Directors on 29/06/2021.

9.2.1. Composition of the Green Bond Committee

The President of the Committee is the current Head of Finance & Operations of the Company.

The current composition of the Green Bond Committee, as appointed by the decision of the Board of Directors of

the Company dated 28/02/2022, is as follows:

Full name

Status

Position on the Board of Directors

Theresa Messari

President

Executive Member

Athanasios Karagiannis

Member

Executive Member

Nikolaos Gonis

Member

Non-Member

Andreas Varsamakis

Member

Non-Member

Dimitrios Georgiopoulos

Member

Non-Member

9.2.2. Responsibilities of the Green Bond Committee

The Green Bond Committee is responsible for:

• Evaluation of the use of the proceeds raised from the issuance of the Company's Green Bonds

• Overseeing the maintenance of the Register of Eligible Green Projects

• Monitoring the management of revenue

• Coordination of the preparation and publication of the Green Bond Report to the Investors

• Monitoring the progress of the issuance of the Company's Green Bonds

• Ensuring compliance with the procedures set out in the Company's Green Bond Framework

• Monitoring developments in the Green Bond Market

• Ensuring that the Company's Green Bond Framework is updated if circumstances require so.

9.2.3. Activities of the Green Bond Committee in the fiscal year 2022

Within the fiscal year 2022, the Green Bond Committee met nine times on the following items:

• Evaluation of the recommendation for the use of the funds raised by the Company's 16.07.2021 Common

Green Bond Loan for the implementation of an investment in the purchase of land, the demolition of an old

building and the development of a certified green office building,

• Evaluation of the recommendation for the use of the funds raised from the Company's 16.07.2021 Common

Green Bond Loan for the implementation of an investment in the purchase of land and the development of an

energy efficient residential building,

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

• Evaluation of the recommendation for the use of the funds raised from the 16.07.2021 Joint Green Bond Loan

of the Company for the implementation of an investment in the development of energy efficient logistics

buildings,

• Evaluation of the recommendation for the use of the funds raised from the Company's 16.07.2021 Joint Green

Bond Loan for the implementation of an investment for the acquisition of a hotel for its energy upgrade,

• Review of eligible projects in the Green Projects Register,

• Evaluation of the recommendation for the use of the funds raised from the Company's 16.07.2021 Joint Green

Bond Loan for the implementation of an investment for the acquisition of a detached five-storey office

building,

• Evaluation of a recommendation for consideration as to the acquisition of a stand-alone green office building

in accordance with the Company's Green Bond Framework.

10. Description of the main characteristics of the Internal Control System (ICS)

The Internal Control System (hereinafter referred to as "ICS") includes the safeguards that ensure the proper

management and operation of the Company.

Pursuant to paragraph 2 of article 4 of Law 4706/2020, the Board of Directors ensures the adequate and effective

operation of the Company's I.C.S., which aims at the following objectives:

• the consistent implementation of the operational strategy, with the effective use of available resources,

• the identification and management of material risks associated with the Company's business and its operation,

• the effective functioning of the internal audit service,

• to ensure the completeness and reliability of the data and information required for the accurate and timely

determination of the Company's financial position and the preparation of reliable financial statements, as well

as its non-financial position of Article 151 of Law 4548/2018 applies,

• compliance with the regulatory and legislative framework, as well as the internal regulations governing the

Company's operation.

The I.C.S. includes the following main components, which are discussed in the following sections:

• The Control Environment

• Risk Management

• The control mechanisms and safeguards

• The information and communication system

• The monitoring of the I.C.S.

Within the framework of the I.C.S. and taking into account the "three lines governance model", the Company has

a Risk Management Unit and a Compliance Unit in the second line, while in the third line it has the Internal Audit

Unit.

10.1. Control Environment

The control environment is the set of structures, standards, policies and procedures through which the overall

organization and management of the Company is determined. These elements form the basis for the development

of an effective I.C.S.

The Company has adopted and applies a Code of Professional Ethics and Conduct that governs the conduct of all

its personnel including the members of the Board of Directors, and its Directors.

The Company, as a measure of best practice and to promote corporate compliance, has adopted its Anti-Bribery

Policy, and is in the process of developing an Anti-Fraud Policy.

The purpose of the Anti-Fraud Policy is to establish the necessary safeguards to prevent and detect fraud and

irregularities within the Company.

With regard to the Board of Directors, the Company has a Board of Directors' Operating Regulation, through which

the regulations regarding the authority, delegated powers, obligations, responsibilities, operating principles and

rules of conduct of the Board of Directors are set out in detail.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

In addition to the BoD Committees (Audit Committee, Remuneration and Nominations Committee, Investment

Committee), the Company has established Management Committees, namely the Procurement Committee and

the Green Bond Committee.

10.2. Risk Management

The Board of Directors is responsible for reviewing the Company's opportunities and risks in relation to the defined

strategy, determining the relevant measures to be taken, as well as determining the nature and extent of exposure

to risks arising from or related to the Company's activity and operation, which the Company intends to assume in

the context of its long-term strategic objectives. The Board of Directors shall ensure : a) the effectiveness of the

Risk Management System as part of the I.C.S.; b) that the functions that make up the Risk Management System

are independent of the business areas they cover; and c) that they have the appropriate financial and human

resources, as well as the authority to operate effectively, as required by the nature of their role.

The Board of Directors has oversight of the Risk Management Framework. In more detail:

• It shall oversee the management of the Company's principal risks and uncertainties and their periodic review.

• It shall evaluate the methods used by the Company to identify and monitor risks, shall address the main risks

through the I.C.S. and the Internal Audit Unit, and shall disclose them in the published financial information in

a proper manner,

• It shall inform the Board of Directors of its findings.

• It shall monitor and review the operation and work of the Risk Management Unit.

With regard to the Risk Management Unit established in the Company, it aims to strengthen the risk management

culture, while its mission is to contribute to the development of a modern operating framework at all

organisational levels for the identification, assessment and management of the risks faced by the Company.

The Risk Management Unit ensures that the risks assumed by the Company's Units are in line with the risk appetite

and tolerance limits set and established by the Senior Management. The role and individual responsibilities of the

Risk Management Unit are reflected in its Operating Regulation, which has been prepared and approved by the

Company's Board of Directors.

Among other things, the responsibilities of the Risk Management Unit are summarised as follows:

• Contributing to the formulation of the risk management strategy,

• Developing and updating risk management policies and procedures,

• Collaborating with other departments and functions to achieve corporate objectives,

• Contributing to the categorisation of risks in order to monitor them more effectively,

• Maintaining an updated Risk Register,

• Contributing to the assessment of Inherent Risks, i.e. the likelihood and impact of each risk included in the

Risk Register,

• Providing advice on the assessment of the adequacy and effectiveness of the controls adopted and

implemented by the Company to address risks,

• Informing the Board of Directors, through the Audit Committee, of significant risks and highlighting areas

requiring action.

10.3. Control mechanisms and safeguards

The Company has control mechanisms and safeguards in place for the execution of its operations aimed at the

prevention or early detection of material errors, in order to ensure the reliability and efficiency of operations, as

well as compliance with the applicable regulatory framework.

The above control mechanisms and safeguards are based on the existence of Policies, Procedures, Codes,

Operating Regulations approved by competent bodies, which include the roles and responsibilities of those

involved in the execution of the work. These provide for specific control points such as, but not limited to, key

principles, segregation of duties, appropriate approvals, classification of access to systems and files, confirmations,

etc.

An essential parameter in relation to the above is the prevention, identification and management of Conflict-of-

Interest situations. In this context, the Company has established and approved a Conflict-of-Interest Prevention

and Management Policy and Procedure, which is part of the Company's Operating Regulations. A summary of these

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

Regulations has been posted on the Company's Official Website. This Policy and Procedure complies with the

provisions of the regulatory framework governing the Company's operation and includes provisions for the

identification, prevention and management of situations of conflict of interest affecting the Company's interests.

10.4. Information and Communication System

The information and communication system mainly includes the Financial Disclosure Process, the Whistleblowing

Process and the Policy and Procedure with adequate and effective mechanisms for communication with

shareholders, with the aim of facilitating the exercise of their rights and active dialogue with them (shareholder

engagement).

With regard to the first part, the Audit Committee monitors, reviews and evaluates the process of preparing the

financial information, as well as other disclosed information in any way related to the financial information.

With regard to this Procedure, the Audit Committee is responsible for:

• Monitoring and reviewing the Company's Financial Reporting Process (the mechanisms and systems for the

production, flow and dissemination of financial information produced by the Company's involved

organisational units),

• Informing the Board of Directors on the related findings,

• Receiving updates from the Company's Management Team on the timeframe for the preparation of financial

statements,

• Reviewing and evaluating the financial statements before submitting them to the Board of Directors for

approval.

Regarding the second part, a Whistleblowing Policy has been developed and approved. This Policy aims to

encourage all stakeholders to report, in confidence or anonymously through existing reporting channels, conduct

that is illegal or even unethical as soon as it comes to their attention.

The Compliance Unit has initiated, as of the end of fiscal year 2022, the amendment of the existing Policy to comply

with the requirements of the newly enacted Law 4990/2022, a process that will be completed within the fiscal year

2023.

With regard to the third part, a Policy and Procedure has been established to ensure that the Company ensures

that Shareholders receive the appropriate information that allows them to be fully informed, to understand

adequately the corporate issues and to exercise their rights as provided for.

In this context, the Shareholder Services and Public Relations Unit receives any request from Shareholders

regarding the Company's Corporate Governance and beyond. The Chairman of the Board of Directors or the Chief

Executive Officer, upon being informed that there is a significant issue, shall ensure that the Shareholder receives

a full response to the request, subject to the limitations imposed by the applicable regulatory framework. If the

request is not considered to be of major importance, the Head of the Shareholder Services and Public Relations

Unit shall respond to the shareholder's request themselves, after having informed the Chief Officer of Finance and

Operations in writing.

10.5. Monitoring of the I.C.S.

The monitoring of the I.C.S. concerns the process of its continuous evaluation (both internally and by an

Independent Assessor on a triennial basis), in particular with regard to its adequacy and effectiveness.

With regard to the Internal Audit Unit, its operation is in accordance with the provisions of Law 4706/2020 and its

Operating Regulation. The Internal Audit Unit is an independent organisational unit. Within the scope of his duties,

the Head of the Internal Audit Unit has access to any organisational unit of the Company and has access to any

information required for the performance of his duties.

The Company's Internal Audit Unit seeks to safeguard and enhance the value of the Company by operating with

insight and providing objective assurance based on risk analysis, as well as advisory services.

The Head of the Internal Audit Unit is appointed by the Board of Directors, following a proposal of the Audit

Committee, which is also responsible for his replacement, if any, and reports functionally to the Company's Audit

Committee and administratively to the CEO.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

The Company has adopted the Internal Audit Unit's Operating Regulation, which include in detail the

responsibilities of the Unit, its Head and the relevant reporting lines.

With regard to the Regulatory Compliance Function, the Company has a Compliance Unit with the main task of

establishing and implementing appropriate and updated policies and procedures, in order to achieve timely and

continuous compliance of the Company with the applicable regulatory framework governing its operation and to

have at all times an accurate sense of the percentage of realisation of this objective.

The responsibilities of the Compliance Unit include the prevention, suppression/detection and response actions in

relation to issues under its responsibility based on the Compliance Policy and Compliance Procedures. The

Compliance Unit, as part of its work, has access to all required sources of information within and outside the

Company, communicates its findings in a timely and accurate manner, receives the necessary training and is

appropriately informed in order to monitor the effective adoption and strict implementation of changes in the

regulatory framework. The Compliance Officer heads the Compliance Unit. The Compliance Unit reports

functionally to the Audit Committee and administratively to the CEO. Annually, it submits an Action Plan to the

Audit Committee for approval and an Annual Report to the Board of Directors through the Audit Committee.

The Company has adopted an Operating Regulation of the Compliance Unit, which details its responsibilities. The

Board of Directors of the Company has approved this Operating Regulation.

11. External evaluation of the Internal Control System.

With regard to the evaluation of the Internal Control System, the Company has established a Policy for the periodic

evaluation of the Internal Control System in accordance with the institutional and supervisory requirements as

reflected in Law 4706/2020 and in Resolution 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital

Market Commission. The purpose of the Policy is the periodic evaluation of the Company's Internal Control System

with a view to its continuous improvement. The Audit Committee is responsible for developing and updating the

Policy with the support of the Internal Audit Unit and the Compliance Unit, as required from time to time.

At the end of their assessment, the I.C.S. External Assessor submits an I.C.S. Assessment Results Report, which

includes a summary of their observations and an analysis of them, the time of its preparation, the assessment

reference date and the period covered by the Assessment Report, starting from the day following the reference

date of the previous assessment.

The summary includes the Assessor’s conclusion, depending on the Assessment Standards relied upon, regarding

the adequacy and effectiveness of the I.C.S. It also includes the most significant findings of the assessment, the

risks and their consequences and the response of the Company's Management to them, including the relevant

action plans.

The Company, by decision of its Board of Directors, has entrusted to the Independent Evaluator "AMID Corporate

Governance, Internal Controls & Internal Audit Services" the task of external assessment of the adequacy and

effectiveness of the Company's Internal Control System ("ICS") with a reference date of 31/12/2022, and a

reference period of 17.07.2021 - 31.12.2022, in accordance with the provisions of case (j) of par. 3 and par. 4 of

article 14 of Law 4706/2020 and Resolution 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital

Market Commission, as applicable (the "Regulatory Framework").

The assessment of the Internal Control System was successfully completed in March 2023 and covered the

following areas: the Control Environment, Risk Management, Control Mechanisms and Safeguards, the

Information and Communication System and the Monitoring of the Company's Internal Control System.

The Report of the Evaluation of the adequacy and effectiveness of the Internal Control System, dated 30.03.2023,

is signed by the Project Manager and Partner of the above-mentioned Independent Evaluator, Mr. Vassilis

Monoyios (CIA, CRMA, CPA, COSO ICIF cert.) with S.O.E.L. reg. n.: 25141.

As stated in the above report, the evaluation started in early 2023 and was carried out in a timely and proper

manner. In accordance with the provisions of Resolution 1/891/30.09.2020 of the Board of Directors of the Hellenic

Capital Market Commission, the assessment of the adequacy of the I.C.S was carried out based on international

best practices in order to ensure the requirements regarding the I.C.S as defined in the said Resolution. In terms

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

of international best practices, the Institute of Internal Auditors' International Professional Practices Framework

and the COSO Internal Control Integrated Framework applied.

The conclusion in the above-mentioned report assessing the adequacy and effectiveness of the I.C.S states the

following:

"Based on our work performed, as described above in the “Scope of Work Performed” paragraph, and the

evidence gathered, on our assessment of the adequacy and effectiveness of the Company's I.C.S., as of December

31, 2022, nothing has come to our attention that might be considered a material weakness in the Company's

I.C.S., in accordance with the Regulatory Framework."

The same report on the "Scope of Work Performed" states the following: "Our work covers only the assurance

procedures set out in the Programme, as formulated to assess the adequacy and effectiveness of the Company's

I.C.S. in accordance with the Regulatory Framework as of 31 December 2022, in order to identify any material

weaknesses in the I.C.S. A material weakness in the I.C.S. is an inadequacy or a combination of inadequacies in the

I.C.S’. safeguards that relate to their design adequacy or effectiveness such that there is a reasonable possibility

that a significant risk, identified by the Company's management in accordance with the requirements of the

Regulatory Framework, related to the Company's operations may not be prevented or detected in a timely manner.

The scope of the assessment has been determined by the Board of Directors of the Company, as prescribed by the

Company's documented policy in its Operating Regulation."

12. 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 April the 21st 2004 on takeover bids, if the Company is subject to that

Directive.

The information required under point (c) of paragraph 1 of Article 10 of Directive 2004/25/EC, shall be included in

the section of the Explanatory Report referred to in the additional information of paragraph 7 of Article 4 of Law

3556/2007.

With regard to the information required under point (d) of paragraph 1 of Article 10 of Directive 2004/25/EC, there

are no securities of the Company which give special control rights to the holders.

With regard to the information required under point (f) of paragraph 1 of Article 10 of Directive 2004/25/EC, there

is no restriction of any kind on voting rights.

The information required under point (h) of paragraph 1 of Article 10 of Directive 2004/25/EC, i.e., those relating

to the amendment of the Company's Articles of Association and the appointment and replacement of a Member

of the Board of Directors, are already included in the section of the Explanatory Report referred to in the additional

information of paragraph 7 of Article 4 of Law 3556/2007.

The information required under point (i) of paragraph 1 of Article 10 of Directive 2004/25/EC, are already included

in the section of the Explanatory Report, which refers to the additional information of paragraph 7 of Article 4 of

Law 3556/2007.

13. Policies to ensure adequate information for all transactions with Related Parties

The Company has a Policy and Procedure for compliance with the obligations arising from Articles 99 to 101 of Law

4548/2018, regarding transactions with Related Parties.

This Policy and Procedure constitutes an Annex to the Company's Internal Operating Regulation, a summary of

which is posted on the Company's Official Website.

More specifically, the Policy and Procedure relates to the Company's compliance with the provisions of the

applicable institutional and supervisory framework, which define the procedure that must be followed for its

transactions with Related Parties to be legal.

The purpose of the Policy and Procedure is to set out the actions taken in relation to the monitoring of transactions

with Related Parties and their appropriate disclosure to the competent bodies and shareholders of the Company.

A related party, as defined in International Accounting Standard 24 (IAS 24), is a person or entity that is related to

the entity that prepares financial statements.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

(a) A person or a member of that person's immediate family is associated with a reporting entity if that person:

(i) has control or joint control over the reporting entity,

(ii) has significant influence over the reporting entity,

(iii) holds a key management position in the reporting entity or a parent company of the reporting entity.

(b) The entity is associated with a reporting entity, if any of the following conditions are met:

(i) The entity and the reporting entity belong to the same group (which means that the parent, subsidiaries and

sister subsidiaries are related).

(ii) An entity is a related or joint venture of the other entity (or a related or joint venture of a member of a group

to which it belongs or another entity).

(iii) Both entities are joint ventures of the same third party.

(iv) An entity is a joint venture of a third entity and the other entity is related to the third entity.

(v) The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an

entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also

related to the reporting entity.

(vi) The entity is controlled or jointly controlled by a person under point (a).

(vii) A person, under point (a)(i), has significant influence over the entity or has a key management position in the

entity (or in the parent company of the entity).

Related Party Transaction means a transfer of resources, provision of services or existence of a commitment

between a reporting entity and a Related Party, regardless of whether a price is charged.

Members of a person's immediate family are those family members who can be expected to influence, or be

influenced by, that person in their dealings with the entity and include:

(a) the children and spouse of that person or the person with whom that person is living,

(b) the children of the spouse of that person or the person with whom he or she is living,

and

14. Sustainability

The Board of Directors of the Company, on the basis of its decision dated 29/06/2022, proceeded to the approval

of the Sustainable Development Policy.

This Policy has been posted on the Company's Official Website.

The Company's Sustainable Development Policy sets the framework for the establishment of principles and

strategic priorities that apply to all its business activities. The adoption of this policy is a necessity to ensure the

long-term value of the Company through the achievement of the following objectives:

• Creating long-term value for stakeholders,

• Protection of the natural environment,

• Taking initiatives and actions in the areas of Corporate Governance, Corporate Responsibility and Business

Ethics, in addition to compliance with the applicable regulatory framework,

• Supporting and contributing to the wider society and the national economy.

The Company sets sustainable development as its strategic orientation and commitment, has as its main objective

the creation of long-term value for its stakeholders and fully recognises its responsibilities regarding human rights,

labour relations, environmental protection and the fight against corruption.

The Company is aware of the critical role that business plays towards achieving the UN Sustainable Development

Goals and the Paris Agreement and implements a responsible and sustainable strategy.

In this context, the Board of Directors of the Company, on the basis of its decision dated 29/06/2022, also approved

the Environmental Policy.

This Policy is posted on the Company's Official Website.

This Environmental Policy sets the framework for the management of the impact of the Company's activities on

the environment, whether positive or negative, as well as the framework of the actions that the Company

implements to manage its objectives and targets.

Board of Directors’ Annual Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

The Company is bound by the following:

• Compliance with all existing legal and regulatory requirements,

• The systematic monitoring of the interactions of its activities with the environment, including significant

impacts and risks,

• Adopting preventive practices to reduce pollution, as well as minimise resource use (including water) and

greenhouse gas emissions,

• The continuous information, training and awareness of its personnel for the adoption of an environmentally

responsible culture and the achievement of the Company's objectives,

• Encouraging stakeholders to take initiatives to protect the environment,

• The implementation of a comparative evaluation between the Company's properties through the issuance of

energy certificates,

• Seeking opportunities to improve the energy efficiency of its properties and reduce the carbon footprint of its

portfolio,

• Seeking opportunities to exploit its properties for the installation of renewable energy systems.

The Company has identified the main groups of its stakeholders that may affect and/or be affected by its activities.

It has also conducted a materiality analysis to identify, analyse and prioritise the most significant environmental,

social and corporate governance (ESG) issues for the Company and its stakeholders. In this context, and based on

materiality, the Company has compiled an extensive list of the most material ESG issues that form the basis of its

corporate strategy, decision-making and reporting. Further information on this topic is included in the chapter

“Corporate Responsibility and Sustainability” of the Management Report of the Board of Directors.

The Company has developed and follows a Green Bond Framework (June 2021), which states the use of the

proceeds raised to finance or refinance projects falling within the following areas:

• Green buildings,

• Energy efficient and sustainable buildings,

• Green transport projects,

• Renewable energy projects,

The above Framework has been developed in accordance with the Green Bond Principles, 2018 edition (Green

Bond Principles, GBP), drafted by the International Capital Market Association (ICMA).

The Company attaches great importance to developing its activities in a way that creates value for the

environment, society and its stakeholders, having adopted best corporate governance practices that ensure its

sustainable development. In this context, it monitors the impact of its activities as well as its performance by

measuring non-financial factors and indicators that are important to the Company relating to the environment,

society and governance. The Company has published the relevant information, for the fiscal year 2021, on its

official website through the independent report "Sustainability Performance report" and, for the fiscal year 2022,

the relevant indicators are presented in the chapter “Corporate Responsibility and Sustainability” of the

Management Report of the Board of Directors.

15. Annual review

The Board of Directors discusses issues related to the Company's overall business strategy and reviews them

whenever circumstances require so, in order to safeguard the Company's sustainable development.

Athens, April 10, 2023

The Vice-Chairman B’ of the BoD

and CEO

The Executive Member of the BoD

Aristotelis Karytinos

Thiresia Messari

Athanasios Karagiannis

Annual Activity Report of the Audit Committee of the

Company as at December 31, 2022

Annual Activity Report of the Audit Committee of the Company

“Prodea Real Estate Investment Company Societe Anonyme”

This Activity Report of the Audit Committee (hereinafter the “Committee”) of the Company “Prodea Real Estate

Investment Company Societe Anonyme” with the distinctive title “Prodea Investments” (hereinafter the

“Company”) refers to the financial year 2022 and has been drawn up in accordance with the provisions of Article

44 of Law 4449/2017 as amended by Article 74 of Law 4706/2020. The purpose of this report is to present a brief

but comprehensive picture of the Committee’s work during the financial year 2022 and during the subsequent

period until the approval of this Report by the Committee.

1. Purpose and Responsibilities

The main purpose of the Audit Committee is to assist the Board of Directors in fulfilling its supervisory obligation

regarding: a) safeguarding the integrity of the financial reporting and notification process through the timely

preparation of reliable financial statements; b) ensuring independent, objective, and efficient conduct of internal

and external audits of the Company; c) ensuring and supervising compliance with the institutional, regulatory, and

legal framework governing the operation of the Company and its Group; and d) ensuring and supervising the

development and implementation of an appropriate and effective Internal Audit and Corporate Governance

System for the Company and its Group.

The responsibilities and operation of the Committee for the fulfilment of its purpose are described in detail in the

Rules of Operation approved by the Board of Directors, which have been posted on the Company’s website in

accordance with current legislation and are available at the following address: https://prodea.gr/etairiki-

diakyvernsi/epitropi-elegchou.

2. Composition

The Audit Committee is an independent committee under case ab) of paragraph 1a) of Article 44, Paragraph 1 of

Law 4449/2017, as replaced by Paragraph 4 of Article 74 of Law 4706/2020. It consists of Non-Executive Members

of the Board of Directors, who were elected by the decision of the General Meeting of Shareholders of the

Company of 8 June 2021, in accordance with the provisions of Article 44 of Law 4449/2017, Paragraph 1, sub-

paragraphs b and c.

The term of the above Committee was determined by the Ordinary General Meeting of Shareholders of 8 June

2021 to be three years, starting from the election of its Members by the General Meeting of Shareholders of the

Company and extending until the subsequent Ordinary General Meeting of Shareholders of the Company following

the end of its term.

Three of the members of the Committee are Independent Non-Executive members of the Board of Directors, in

accordance with the independence criteria in Article 9 of law 4706/2020, one of them has the status of Chairman

of the Committee, and the fourth member comes from the Non-Executive Members of the Board of Directors.

The members of the Committee were appointed by the Company’s Board of Directors at its meeting on 8 June

2021, and the Committee was incorporated at its meeting on 8 June 2021 as follows:

Committee Members

Capacity

Position in the Board of Directors

Spyridon Makridakis

Chairman

Vice Chairman A’, Independent Non-Executive Member

Ioannis Kyriakopoulos

Member

Non-executive member

Prodromos Vlamis

Member

Independent non-executive member

Garyfallia Spyriouni

Member

Independent non-executive member

Annual Activity Report of the Audit Committee of the

Company as at December 31, 2022

On 21 February 2023, the Board of Directors, after becoming aware of the resignation as of 20 February 2023 of

Non-Executive Member of the Board of Directors Ioannis Kyriakopoulos as a member of the Company’s Board of

Directors and its committees, including the Audit Committee, decided to continue the operation of the Company’s

Audit Committee with the remaining three (3) members without replacing the resigned member, in accordance

with the provisions of Article 44, paragraph 1f of Law 4449/2017 and Paragraph 1.3 of the Audit Committee Rules

of Operation.

Subsequently, during its meeting on 21 February 2023, the Audit Committee confirmed the appointment as

Chairman of Mr. Spyridon Makridakis, Independent Non-Executive Member of the Board of Directors of the

Company, in accordance with the provisions of Article 44, paragraph 1, sub-paragraph e of Law 4449/2017, in the

Rules of Operation of the Audit Committee, and in the circular under protocol number 1508/17.07.2020 of the

Department of Listed Companies of the Capital Market Commission, and was reincorporated as follows:

1. Mr. Spyridon Makridakis of Georgios, Independent Non-Executive Member of the Board of Directors,

Chairman of the Audit Committee.

2. Mr. Prodomos Vlamis of Grigorios, Independent Non-Executive Member of the Board of Directors, Member

of the Audit Committee.

3. Ms. Garyfallia Spyriouni of Vasileios, Independent Non-Executive Member of the Board of Directors, Member

of the Audit Committee.

Each member of the Committee fulfils the requirements provided for by the current regulatory framework

necessary for their appointment to the Committee.

Specifically, the remaining three (3) members of the Committee collectively possess sufficient knowledge of in the

field in which the Company operates, and are independent of the Company, in the sense of the provisions of

Paragraphs 1 and 2 of Article 9 of Law 4706/2020.

Finally, the Audit Committee, during its meeting on 2 March 2023, confirmed that among the members of the

Committee, Ms. Garifallia Spyriouni has sufficient knowledge as legally required (under Article 44, Paragraph 1,

sub-paragraph g, section b of Law 4449/2017) in auditing and/or accounting, and as independent from the

Company, is the member who shall be obligatorily present in Committee meetings regarding approval of financial

statements.

Curricula vitae of the members of the Committee have been posted on the Company’s official website, and are

available at the following address: https://prodea.gr/cms/uploads/2023/02/Βιογραφικά-σημειώματα-των-

Μελών-του-Διοικητικού-Συμβουλίου.pdf.

3. Meetings

Within the framework of its responsibilities in accordance with current legislation and its Rules of Operation, the

Audit Committee meets on a regular basis and holds extraordinary meetings when required. Specifically, during

2022, the Committee met sixteen (16) times and discussed issues that fall within its areas of competence. All

decisions of the Committee were made unanimously.

The participation of the Chairman and the members of the Committee during the financial year 2022 in the

meetings of the Committee are shown in the table below:

Name

Number of Meetings that took

place in 2022

Participation in all meetings in

2022

Spyridon Makridakis

15/16

Ioannis Kyriakopoulos

16/16

Prodromos Vlamis

15/16

Garyfallia Spyriouni

16/16

Annual Activity Report of the Audit Committee of the

Company as at December 31, 2022

During the period from 01.01.2023 until the approval of this Report, the Committee met four (4) times, and the

participation of its members is shown in the table below:

Name

Number of Meetings that took

place from 01.01.2023 to the

date of approval of this Report

Participation in all meetings

from 01.01.2023 to the date of

approval of this Report

Spyridon Makridakis

4/4

Prodromos Vlamis

4/4

Garyfallia Spyriouni

4/4

Note that beyond meetings, the members of the Committee are in regular contact with one another, and

cooperate closely and in coordination with the senior management of the Company, the Heads of the Internal

Audit Unit, the Regulatory Compliance Unit, and the Risk Management Unit, the Independent Valuators, and the

Statutory Auditors of the Company, the company “ERNST & YOUNG (HELLAS) STATUTORY AUDITORS S.A.”

(hereinafter “ERNST & YOUNG (HELLAS)”), which was appointed by the Ordinary General Meeting of Shareholders

of the Company on 7 June 2022.

4. Activities of the Committee for the fiscal year 2022 until the approval of this Report by the Committee

In the above meetings, the Committee dealt with matters within its competence, specifically:

A. Financial Statements and Financial Reporting process

• It monitored, reviewed, and evaluated the process of financial reporting preparation, and informed the Board

of Directors accordingly.

• It cooperated with the competent executives of the Financial Services Directorate of the Company and with

the Statutory Auditors, in order to be informed and to confirm the adequacy and effectiveness of the processes

of preparing the financial statements, the investment reports, and any other financial disclosures that are

published.

• It reviewed and evaluated the annual and periodic, corporate and consolidated financial statements and

financial reports in accordance with applicable accounting standards, regarding their accuracy, completeness,

and consistency, prior to their submission to the Board of Directors for approval, and recommended their

approval to the Board of Directors. In accordance with the above, the Committee confirmed the Company’s

compliance with relevant laws and regulations governing the issuance and disclosure of financial statements.

• Received, reviewed, and evaluated the semi-annual and annual investment reports of the Company and

recommended their approval to the Board of Directors.

• Received the 2021 Annual Activity Report from the Financial Services Directorate in order to be informed

about its operations, organization, adequacy of knowledge, experience and training of its executives, as well

as adequacy of resources available for timely and accurate preparation of the Financial Statements.

B. External Audit

• It was briefed by the external auditors about the annual program of the statutory audit of the financial

statements of the Company and the Group for the fiscal year 2022 prior to its implementation, and evaluated

it, certifying that this would cover the major audit fields and systems on financial reporting, taking into

consideration the main sectors of business and financial risk for the Group.

• It was informed through meetings by the competent bodies of the Administration and the external auditors

about the important audit issues, the important judgments, assumptions, and estimates during the

preparation of the financial statements of the Company and the Group.

Annual Activity Report of the Audit Committee of the

Company as at December 31, 2022

• Within the framework of monitoring the process and conduct of the statutory audit of the corporate and

consolidated financial statements of the Company, it received from the statutory auditor of the Company,

ERNST & YOUNG (HELLAS), and evaluated the Supplementary Report with the results of the statutory audit

that took place, confirming that it met the specific requirements of Article 11 of Regulation (EU) no. 537/2014

of the European Parliament and of the Council of 16 April 2014. On these matters, the statutory auditors

assured the Committee that in their audit, they did not identify any risks of material misstatement in the

corporate and consolidated financial statements, whether due to fraud or error, nor was there any finding

that would have a material effect on the financial statements in the Company’s Internal Audit System, and by

extension, on the smooth operation of the Company. The Audit Committee informed the Board of Directors

about the results of the statutory audit by the statutory auditors of the Company, ERNST & YOUNG (HELLAS).

• It met with the statutory auditors of the Company prior to the publication of the annual and semi-annual

financial reports and the semi-annual investment reports, on which meetings clarifications were given in

response to questions of the members of the Committee.

• It met with the ordinary Independent Valuators of the Company prior to the publication of the semi-annual

financial reports of the Company and its subsidiaries in order to be informed about the progress of the real

estate market and the most important assumptions of the appraisals.

• It evaluated and confirmed throughout the term of the statutory auditors that they are objective and have

remained independent from the Company and the Group, also receiving in this context a relevant written

declaration of independence from the statutory auditor.

• It examined the appropriateness and pre-approved the provision by the external auditor of non-audit services

to the Company and the companies of the Group. In this context, it received from the Company’s statutory

auditor a written notification on the nature, extent, and remuneration of non-audit services offered to the

Company and the Group for the financial year 2022.

• It evaluated the work of ERNST & YOUNG (HELLAS), statutory auditors of the Company, and taking into

account, among other things, the opinion of the Financial Services Department, recommended to the Board

of Directors, with submission of a relevant proposal, the re-appointment of the auditing company “ERNST &

YOUNG (HELLAS)” as regular statutory auditor for the corporate financial year 2022. Furthermore, the

Committee submitted a relevant proposal to the Company’s Board of Directors to determine the total

remuneration of the auditing company ERNST & YOUNG (HELLAS) for the financial year 2022.

C. Internal Audit System and Internal Audit

Within the same framework, the Committee:

• Monitored and reviewed the proper operation of the Internal Audit Unit in accordance with international

standards on professional implementation of internal audit, as well as the applicable legal and regulatory

framework, and evaluated its work, adequacy, and effectiveness, without violating its independence.

• Was informed about the results of the risk assessment carried out by the Internal Audit Unit as part of the

preparation of the annual audit program.

• Was informed in writing about the annual audit for the year 2022 of the Internal Audit Unit. The Committee,

prior to the implementation of the program, proceeded with its evaluation, taking into account the main

sectors of business and financial risks as well as the results of previous internal audits.

• Received from the Internal Audit Unit, reviewed, and evaluated the Unit’s quarterly activity reports, as well as

reports on the audits conducted on the basis of the approved annual audit program. Examined the finding of

these audits, the relevant views of the audited units, the proposals of the Internal Audit Unit, and the agreed

corrective actions as well as the timetable for their implementation, and informed the Board of Directors

accordingly.

• Was informed in writing by the Internal Audit Unit about the course of implementing the corrective actions

for all the identified audit findings.

• Was informed by the Regulatory Compliance Unit and the Risk Management Unit on their projects and

activities and approved their work planning for the following year.

• Prepared and recommended to the Board of Directors the assignment of carrying out the periodic evaluation

of the Internal Audit System in accordance with Article 14, paragraph 3(j) of Law 4706/2020 and decision

1/891/30.9.2020 of the Capital Market Commission.

Annual Activity Report of the Audit Committee of the

Company as at December 31, 2022

• Monitored the progress of the evaluation of the Company’s Internal Audit System by the independent

evaluator, ensuring the smooth and timely implementation of the project in cooperation with the Internal

Audit Unit, the Regulatory Compliance Unit and the Risk Management Unit, as well as with the other

organizational units of the Company.

D. Other matters

• Evaluated the proper formation of distributable profits and the adequacy of cash reserves for distribution of

dividends and submitted a relevant recommendation to the Board of Directors.

The Committee recognizes the constant and timely updates that its members receive from the Internal Audit

Unit at each of its meetings regarding the conduct of internal audits, their progress and results, ensuring the

Company’s compliance with the required processes.

In accordance with the above, the Committee ascertained the sufficient and continuous information from the

Company’s internal and external audits, and the Heads of the Regulatory Compliance Unit and the Risk

Management Unit, through their comments and suggestions, for ensuring the smooth operation of the

Company.

The cooperation of the Committee with the Company’s Management, the Heads of the Internal Audit Unit, the

Regulatory Compliance Unit, and the Risk Management Unit, as well as the Statutory Auditors, was completely

satisfactory, and no problem arose in its operation.

5. SUSTAINABLE DEVELOPMENT POLICY

The Company has drawn up a Sustainable Development Policy, which was approved by the Board of Directors of

the Company in its decision of 29 June 2022. This Policy has been posted on the Company’s official website and is

available at the following address: https://prodea.gr/cms/uploads/2022/10/Πολιτική-Βιώσιμης-Ανάπτυξης.pdf.

The Company’s Sustainable Development Policy sets the framework for the establishment of principles and

strategic priorities for all of its business activities. The adoption of this Policy is necessary to ensure the long-term

value of the Company through the achievement of the following goals:

• Creating long-term value for stake-holders;

• Protection of the natural environment;

• Undertaking initiatives and actions in the areas of Corporate Governance, Corporate Responsibility, and

Business Ethics, in addition to compliance with the current regulatory framework;

• Support and contribution to the wider society and the national economy.

The Company set sustainable development as a strategic orientation and commitment, has as its primary

objective the creation of long-term value for its stakeholders, and fully recognizes its responsibilities regarding

human rights, labor relations, environmental protection, and fighting corruption.

Athens, March 30, 2023

The Chairman The members

Spyridon Makridakis Prodromos Vlamis

Garyfallia Spyriouni

The resigned member

Ioannis Kyriakopoulos

For the duration of his term

Supplementary Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

Supplementary Report

To the Annual General Meeting of Shareholders

of “Prodea Real Estate Investment Company Société Anonyme”

pursuant to article 4 of Law 3556/2007

(all amounts expressed in € thousand, unless otherwise stated)

Pursuant to article 4 of L. 3556/2007, companies whose shares are listed on a regulated market in Greece, in this

case the Athens Stock Exchange, must submit a supplementary report to the General Meeting of Shareholders

providing detailed information on specific issues. This Board of Directors’ supplementary report to the General

Meeting of Shareholders contains detailed information on these matters.

A. Structure of the share capital of the Company

The share capital of the Company as of December 31, 2022 amounted to €692,390, divided into 255,494,534

ordinary registered shares, with voting rights, of nominal value of €2.71 each.

B. Restrictions on transfer of Company’s shares

There are no restrictions imposed by the Company’s articles of association as regards to the transfer of shares.

Also, please refer to point F below.

C. Significant direct or indirect shareholdings within the meaning of the provisions of articles 9 to 11 of Law

3556/2007

The significant shareholdings in the Company within the meaning of articles 9 to 11 of Law 3556/2007 have been

formulated as below as of December 31, 2022:

Invel Real Estate BV directly owns 11.82% of the voting rights in the Company and Invel Real Estate (Netherlands)

II B.V. holds directly 78.12% of the voting rights in the Company. The ultimate management of all voting rights in

the Company held directly by Invel Real Estate (Netherlands) II B.V. and Invel Real Estate BV, as well as voting rights

held directly by Anthos Properties Inc., which represent 2.1% of the voting rights in the Company is performed by

CASTLELAKE L.P which indirectly holds, in its capacity as manager of investments funds, a total 92.04% of the voting

rights in the Company.

As reported in the notification dated 27.05.2019 of significant changes in shareholdings in Law 3556/2007

submitted to the Company by the legal entities Invel Real Estate B.V. and CASTLELAKE OPPORTUNITIES PARTNERS

LLC, and confirmed by the notification dated 11.07.2022 of significant changes in shareholdings in Law 3556/2007

submitted to the Company by the legal entities Invel Real Estate B.V., Invel Real Estate (Netherlands) II B.V. and

CASTLELAKE OPPORTUNITIES PARTNERS LLC although the ultimate management of the abovementioned voting

rights in the Company of 92.04% is performed by CASTLELAKE L.P. on its own, in its capacity as investment advisor

registered on Securities and Exchange Commission of U.S.A.. For the purposes of Law 3556/2007 CASTLELAKE L.P.

is considered to be controlled by its general partner, the company CASTLELAKE HOLDINGS LLC, which is controlled,

for the purposes of Law 3556/2007, by its managing member, the company CASTLELAKE OPPORTUNITIES

PARTNERS LLC.

D. Holders of any type of shares conferring special control rights and description of the respective rights.

There are no Company shares that confer special control rights to their holders.

E. Restrictions on voting rights

The Company’s Articles of Association do not provide for any restrictions on voting rights.

Supplementary Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

F. Agreements between shareholders known to the Company which entail limitations on the transfer of

shares or limitations on voting rights.

No shareholder agreements involving restrictions on the transfer of shares or restrictions on the exercise of voting

rights have been disclosed to the Company.

G. Rules governing the appointment and replacement of members of the Board of Directors and the

amendment of the Articles of Association

The rules provided for in the Articles of Association of the Company for the appointment and replacement of the

Board of Directors, as well as for the amendment of the Articles of Association of the Company are no different

from those provided by Law 4548/2018, as amended.

H. Authority of the Board of Directors or certain of its members to issue new shares or to purchase treasury

By virtue of the decision of the Ordinary General Meeting dated 07.06.2022, the granting of a new authorisation

to the Board of Directors of the Company for the increase of its share capital, up to an amount not exceeding three

times the paid up on the date of the authorisation to the Board of Directors share capital of the Company, through

issuance of new, common registered, voting of shares, according to article 24 par. 1b of L. 4548/2018 either by

payment in cash, with or without pre-emptive rights in favor of the existing shareholders, or by contribution in

kind, at the discretion of the Board of Directors was approved, in view of the expiration of the duration of the

authorisation to the Board of Directors granted by the General Meeting of Shareholders of 11.09.2019, as

subsequently renewed by its decisions dated 13.04.2020 and 08.06.2021, and in order for the Board of Directors

to retain the flexibility to decide a possible corporate action and its specific terms, if it deems it appropriate,

pursuant to conditions prevailing in the respective financial markets at any time. Τhe duration of the authorisation

to the Board of Directors is five (5) years from the date of the resolution passed by this General Meeting above.

The Board of Directors does not have any authority to purchase treasury shares. The General Meeting of

shareholders of the Company has not taken any decision to purchase treasury shares of the Company and there is

no pending decision to issue new shares, other that the above authorising decision.

I. Significant agreement concluded by the Company which enters into force, is amended or terminated in the

event of change of control of the Company, following a public tender offer and the results of such

agreement.

The Company has not concluded any such agreement.

J. Any agreement concluded between the Company and members of the Board of Directors or its employees,

which provides for the payment of compensation in case of resignation or dismissal without reasonable

cause or termination of their term of office or employment as a result of a public tender offer

The Company has no special agreements with members of its Board of Directors or its employees providing for the

payment of compensation in case of resignation or dismissal without reasonable cause or termination of their term

of office or employment as a result of a public tender offer, except for the following:

a) on August 11, 2014 the Company entered into a fixed-term employment agreement with Mr. Aristotelis

Karytinos in relation to the provision of his services as Chief Executive Officer to the Company and its Group. The

agreement expired on August 10, 2019, and was extended by exercise of the relevant right provided thereunder

for one additional year, on behalf of the Chief Executive Officer. The above agreement expired on July 13, 2020

and on July 14, 2020, the Company entered into a new employment agreement with Mr. Karytinos for the provision

of his services above, expiring, initially, after three (3) years, on July 13, 2023. After the expiration date of this

initial term, the agreement is automatically deemed to be of indefinite duration, unless any of the signatories

delivers a relevant notice in writing, six months prior to the expiration of the initial term, terminating the

agreement. In case the Company terminates the agreement, either prior to the expiry of the initial term, without

reasonable cause, or upon expiry of the initial term, or at any time after the agreement is deemed to be of

indefinite duration, it is obliged to indemnify Mr. Karytinos to an amount double the fixed sum payable to him. If

Supplementary Report

on the Financial Statements as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

the Company terminates the agreement prior to the expiry of the initial term without reasonable cause, then, in

addition to the above amount, it shall be obliged to pay the total of the remaining monthly wages that would be

payable up to the expiry of the initial term of the agreement.

b) on August 11, 2014, the Company entered into a fixed-term employment agreement with Ms Thiresia

Messari in relation to the provision of her services to the Company and its Group in her capacity as CFO/COO. This

agreement expired on August 10, 2019 and was extended by exercise of the relevant right provided thereunder

for one additional year, on behalf of Ms. Messari. The above agreement expired on July 13, 2020 and on July 14,

2020, the Company entered into a new employment agreement with Ms. Messari for the provision of her services

above, expiring, initially, after three (3) years, on July 13, 2023. After the expiration date of this initial term, the

agreement is automatically deemed to be of indefinite duration, unless any of the signatories delivers a relevant

notice in writing, six months prior to the expiration of the initial term, terminating the agreement. In case the

Company terminates the agreement, either prior to the expiry of the initial term - without reasonable cause-, or

upon expiry of the initial term, or after the agreement is deemed to be of indefinite duration, it is obliged to

indemnify Ms. Messari to an amount double the fixed sum payable to her. If the Company terminates the

agreement prior to the expiry of the initial term, without reasonable cause, then, in addition to the above amount,

it shall be obliged to pay the total of the remaining monthly wages that would be payable up to the expiry of the

initial term of the agreement.

c) on July 2, 2020, the Company entered into a fixed-term employment agreement with Mr. Athanasios

Karagiannis, for the provision of his services to the Company and its Group as Chief Investment Officer (CIO) for

three (3) years, until July 1, 2023. After this initial term, the duration of the agreement shall be automatically

deemed as indefinite, unless any of the signatories delivers a relevant notice in writing, terminating the agreement.

In case the Company terminates the agreement, either prior to the expiry of the initial term, without reasonable

cause, or upon expiry of the initial term, or at any time after the agreement is deemed as indefinite, it shall be

obliged to indemnify Mr. Karagiannis to an amount double the fixed sum payable to the Investment Director. If

the Company terminates the agreement prior to the expiry of the initial term, without reasonable cause, then, in

addition to the above amount, it shall be obliged to pay the total of the remaining monthly wages that would be

payable up to the expiry of the initial term of the agreement.

The agreements above have been approved by virtue of resolution of the Board of Directors of the Company dated

30.06.2020, which was accompanied by an evaluation report dated 29.06.2020 on the fairness of the terms of the

agreements for the Company and its shareholders, who do not constitute affiliated parties, signed by an Auditor,

Ms. Marina Kapetanakis, on behalf of the Auditing Firm “KPMG Auditors S.A.”, pursuant to articles 99 and 101 of

L. 4548/2018 and the publicity formalities pursuant to articles 100 and 101 of Law 4548/2018 were fulfilled.

Athens, April 10, 2023

The Vice-Chairman B’ of the BoD

and CEO

The Executive Member of the BoD

Aristotelis Karytinos

Thiresia Messari

Athanasios Karagiannis

A member firm of Ernst & Young Global Limited

ERNST & YOUNG (HELLAS)

Certified Auditors-Accountants S.A.

8B Chimarras str., Maroussi

151 25 Athens, Greece

Tel: +30 210 2886 000

Fax:+30 210 2886 905

ey.com

THIS REPORT HAS BEEN TRANSLATED FROM THE ORIGINAL VERSION IN GREEK

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of “Prodea Real Estate Investment Company Société Anonyme”.

Report on the Audit of the Separate and Consolidated Financial Statements

Opinion

We have audited the accompanying separate and consolidated financial statements of “Prodea Real

Estate Investment Company Société Anonyme” (the Company), which comprise the separate and

consolidated statement of financial position as of December 31, 2022, the separate and consolidated

statement of comprehensive income, the statement of changes in equity and cash flows for the year then

ended and a summary of significant accounting policies and other explanatory information.

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

material respects the financial position of “Prodea Real Estate Investment Company Société Anonyme”,

and its subsidiaries (the Group) as at December 31, 2022 and its consolidated financial performance and

cash flows for the year then ended in accordance with International Financial Reporting Standards, as

endorsed by the European Union.

Basis for Opinion

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

in Greek Law. Our responsibilities under those standards are further described in the “Auditor’s

Responsibilities for the Audit of the Separate and Consolidated Financial Statements” section of our

report. We remained independent of the Company and Group throughout the period of our appointment

in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (IESBA Code), as incorporated in Greek Law, together with the ethical

requirements that are relevant to the audit of the consolidated financial statements in Greece, and we

have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code.

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

our opinion.

Key audit matter

Key audit matter is the matter that, in our professional judgment, was of most significance in our audit of

the separate and consolidated financial statements of the current period. This matter and the related risks

of material misstatement, was 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 this matter.

For the matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the “Auditor’s Responsibilities for the Audit of the

Separate and Consolidated Financial Statements” section of our report, including in relation to this matter.

Accordingly, our audit included the performance of procedures designed to respond to our assessment

of the risks of material misstatement of the separate and consolidated financial statements. The results

of our audit procedures, including the procedures performed to address the matter below, provide the

basis for our audit opinion on the accompanying separate and consolidated financial statements.

A member firm of Ernst & Young Global Limited

Key audit matter

How our audit addressed the key audit matter

Valuation of Investment Property (on a separate and consolidated basis)

Investment Property (including investment properties classified

as assets held for sale) represent approximately 68% of the

Company’s total assets and 83% of the Group’s total assets.

Their fair value, as of December 31, 2022, amounts to Euro

1.695 million for the Company and Euro 2.493 million for the

Group. The Investment Property portfolio consists of offices,

shops and other commercial property, hotels, warehouses,

plots of land, residential and other special purpose properties.

We have identified the valuation of Investment Property as a key

audit matter due to the large number of the Group’s investment

properties for which the data used in valuation methods are

inherently significant and subjective. The evaluation of the

judgments and estimates applied by Management for the

valuation of the numerous investment properties of the Group

and the Company requires significant audit work and support

from specialized professionals in valuations of our firm, given

the significant number of properties of various categories and

location with various lease agreements. Therefore, the

evaluation of the above judgments and estimates required

significant audit effort.

The specific judgments and estimates that required the auditor’s

attention and support from our firm’s valuation specialists

included the following:

• Assumptions about rental income from future leases

• Estimation for vacancies

• Estimation for maintenance

• Estimation for construction costs

• Estimation about the discount rate used in the

discounted cash flows

• Estimation about the comparative method, direct

capitalization method, residual method and

depreciated replacement cost method

• Estimation for the exit yields used for the properties

under valuation

• Judgment about the weight given among the

discounted cash flows method, the comparative

method, the direct capitalization method, the residual

method and the depreciated replacement cost method

The disclosures related to the fair value of the investment

properties are presented in Notes 2.7 – “Investment

property”, 4.1 – “Critical Accounting Estimates and

Judgements” and 6 – “Investment Property” of the

consolidated and separate financial statements.

The audit procedures performed, among others, are as follows:

We gained understanding of the procedures and methodologies that the

Group and the Company follows of for the valuation of the Investment

Property. We assessed the professional competence, the

independence, the objectivity, and the experience of the independent

valuers used by Management. We also evaluated the ability and

professional experience of the Company’s and the Group’s personnel in

valuation matters. We assessed whether the valuation techniques and

methodologies applied by Management and independent valuers are

consistent with the generally accepted valuation techniques for

investment properties. With the support of the valuation experts of our

firm, we evaluated the judgements and estimates applied by

Management and independent valuers to determine the fair value of

Investment Property.

Furthermore, our audit procedures included:

• We traced on a sample basis whether the details of the

investment properties (location/address, current use, current

lease term) that are included in the separate and consolidated

financial statements, reconcile with the accounting records of

the Company and its subsidiaries, and/or with the

corresponding purchase agreements of the properties and/or

with the corresponding lease agreements.

• We traced the fair values of the investment properties included

in the separate and consolidated financial statements with

those that are included in the corresponding valuation reports

issued by the independent valuers, as of December 31, 2022.

• We examined on a sample basis whether significant

information about the properties used in the valuations by the

independent valuers (specifically the contractual rental income

and the area in square meters of the leased properties) are in

line with the corresponding agreements.

• We compared the fair values of the investment properties as of

December 31, 2022 with the corresponding values at

December 31, 2021, or with the acquisition value for properties

acquired in 2022, and for the most significant variations in fair

values, we evaluated the Company’s and Group’s assessment

that these are reasonable based on market trends.

• We assessed for a sample of investment properties the market

related judgements and estimates used by the independent

valuers (including discount rates, exit yields, direct

capitalization rates, comparative sales and rental data used).

• We assessed the assumptions related to the weight factor

given between the valuation methods (discounted cash flows

method, market comparable method, direct capitalization

method, residual method).

• We validated, for a sample of investment properties, the

mathematical accuracy of the independent valuers’ calculations

made for the fair value estimation.

Finally, we assessed the adequacy of the disclosures which are

included in the Notes 2.7 – “Investment property”, 4.1 – “Critical

Accounting Estimates and Judgements” and 6 – “Investment

Property” of the separate and consolidated financial statements.

A member firm of Ernst & Young Global Limited

Other information

Management is responsible for the other information in the Annual Report. The other information, includes

the Board of Directors’ Report, for which reference is also made in section “Report on Other Legal and

Regulatory Requirements”, the Statements of the Members of the Board of Directors, but does not include

the separate and consolidated financial statements and our auditor’s report thereon.

Our opinion on the separate and consolidated financial statements does not cover the other information

and we do not express any form of assurance conclusion thereon.

In connection with our audit of the separate and consolidated financial statements, our responsibility is to

read the other information identified above and, in doing so, consider whether the other information is

materially inconsistent with the separate and consolidated financial statements or our knowledge obtained

in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed,

we conclude that there is a material misstatement of this other information, we are required to report that

fact. We have nothing to report in this regard.

Responsibilities of the Management and Those Charged with Governance for the Separate and

Consolidated Financial Statements

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

financial statements in accordance with International Financial Reporting Standards as endorsed by the

European Union, and for such internal control as management determines is necessary to enable the

preparation of separate and consolidated financial statements that are free from material misstatement,

whether due to fraud or error.

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

the Company’s and Group’s ability to continue as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis of accounting unless management either

intends to liquidate the Company and the Group or to cease operations, or has no realistic alternative but

to do so.

The Audit Committee (Law 44 ν.4449/2017) is responsible for overseeing the Company’s and the Group’s

financial reporting process.

Auditor’s Responsibilities for the Audit of the separate and Consolidated Financial Statements

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

statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an

auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with ISAs, as incorporated in Greek Law, will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these separate and consolidated financial statements.

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

A member firm of Ernst & Young Global Limited

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the

effectiveness of the Company’s and the Group’s internal control.

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

estimates and related disclosures made by management.

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

and, based on the audit evidence obtained, whether a material uncertainty exists related to events

or conditions that may cast significant doubt on the Company’s and the Group’s ability to continue

as a going concern. If we conclude that a material uncertainty exists, we are required to draw

attention in our auditor’s report to the related disclosures in the separate and consolidated financial

statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based

on the audit evidence obtained up to the date of our auditor’s report. However, future events or

conditions may cause the Company and the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the separate and consolidated financial

statements, including the disclosures, and whether the separate and consolidated financial

statements represent the underlying transactions and events in a manner that achieves fair

presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or

business activities within the Group to express an opinion on the separate and consolidated financial

statements. We are responsible for the direction, supervision and performance of the Company and

its subsidiaries. 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 the matter that was

of most significance in the audit of the separate and consolidated financial statements of the current period

and is therefore the key audit matter.

Report on Other Legal and Regulatory Requirements

1. Board of Directors’ Report

Taking into consideration that management is responsible for the preparation of the Board of Directors’

Report and Corporate Governance Statement that is included therein, according to the provisions of

paragraph 5 article 2 of Law 4336/2015 (part B), we report that:

a) The Board of Directors’ Report includes a Corporate Governance Statement that contains the

information required by article 152 of Law 4548/2018.

b) In our opinion the Board of Directors’ Report has been prepared in accordance with the legal

requirements of article 150 and 153 and paragraph 1 (c and d) of article 152 of Law 4548/2018

and the content of the Board of Directors’ report is consistent with the accompanying separate

and consolidated financial statements for the year ended December 31, 2022.

c) Based on the knowledge and understanding concerning “Prodea Real Estate Investment

Company Société Anonyme” and its environment, obtained during our audit, we have not identified

information included in the Board of Directors’ Report that contains a material misstatement.

A member firm of Ernst & Young Global Limited

2. Additional Report to the Audit Committee

Our opinion on the separate and consolidated financial statements is consistent with our Additional Report

to the Audit Committee of the Group, in accordance with Article 11 of the EU Regulation 537/2014.

3. Provision of Non-audit Services

We have not provided any prohibited non-audit services per Article 5 of the EU Regulation 537/2014.

Non-audit services provided by us to the Company and its subsidiaries during the year ended December

31, 2022, are disclosed in note 35 of the separate and consolidated financial statements.

4. Appointment of the Auditor

We were firstly appointed as auditors of the Company by the General Assembly on June 8, 2021. Our

appointment has been renewed for the fiscal year 2022 by virtue of decisions of the annual general

meetings of the shareholders held on June 7, 2022.

5. Rules of Procedure

The Company has in place Rules of Procedure, the context of which is in accordance with the provisions

of article 14 of Law 4706/2020.

6. Reasonable Assurance report on the European Single Electronic Format

We have examined the digital files of “Prodea Real Estate Investment Company Société Anonyme”,

prepared in accordance with the European Single Electronic Format (“ESEF”) as defined in the EU

Delegated Regulation 2019/815, as amended by the (EU) Delegated Regulation 2020/1989 of the

European Commission (hereinafter referred to as “the ESEF Regulation”), that comprise an XHTML file,

which includes the separate and consolidated financial statements for the year ended 31 December 2022

and XBRL file (“549300XDXYOF57JOFT72-2022-12-31-el”), with appropriate tagging of the separate and

consolidated financial statements, including the explanatory notes.

Regulatory Framework

The digital files of the European Single Electronic Format are prepared in accordance with the ESEF

Regulation and the Interpretative Communication of the European Commission 2020/C 379/01 dated 10

November 2020, as required by Law 3556/2007 and the relevant communications of the Hellenic Capital

Market Commission and the Athens Stock Exchange (hereinafter referred to as the "ESEF Regulatory

Framework").

A member firm of Ernst & Young Global Limited

This Framework provides, among others, the following requirements:

• all annual financial reports should be prepared in XHTML format.

• for the consolidated financial statements prepared in accordance with International Financial

Reporting Standards, the financial information in the statement of total comprehensive income, the

statement of financial position, the statement of changes of equity and the statement of cash flows,

as well as the financial information included in the explanatory notes, should be marked-up (XBRL

tags and block tags), according to the Taxonomy of ESEF (ESEF Taxonomy) as applicable. The

technical specifications for ESEF, including the relevant taxonomy, are set out in the ESEF

Regulatory Technical Standards.

The requirements set out in the ESEF Regulatory Framework provide appropriate criteria for us to express

a reasonable assurance conclusion.

Responsibilities of Management and Those Charged With Governance

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

statements of the Company for the year ended 31 December 2022, in accordance with the requirements

set out in the ESEF Regulatory Framework, and for such internal control as management determines is

necessary to enable the preparation of the digital files that is free from material misstatement, whether due

to fraud or error.

Auditor’s Responsibilities

Our responsibility is to plan and perform this assurance engagement in accordance with the Decision

214/4/11-02-2022 of the Board of Directors of the Hellenic Accounting and Auditing Standards Oversight

Board and the “Guiding instructions to auditors in connection with their assurance engagement on the

European Single Electronic Format (ESEF) of public issuers in regulated Greek markets”, as issued by the

Institute of Certified Public Accountants of Greece on 14 February 2022 (hereinafter referred to as “ESEF

Guiding Instructions”), in order to obtain reasonable assurance that the consolidated financial statements

prepared by management in accordance with ESEF comply, in all material respects, with the ESEF

Regulatory Framework.

Our work was performed in accordance with the International Ethics Standards Board for Accountants’

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

fulfilled our other ethical independence responsibilities in accordance with Law 4449/2017 and the EU

Regulation 537/2014.

The assurance engagement we performed, in accordance with the International Standard on Assurance

Engagements 3000, "Assurance Engagements Other Than an Audit or Review of Historical Financial

Information", is limited to the objectives included in the ESEF Guiding Instructions. Reasonable assurance

is a high level of assurance, but it is not a guarantee that this reasonable assurance engagement will

always detect a material misstatement with respect to non-compliance with the requirements of the ESEF

Regulatory Framework when it exists.

A member firm of Ernst & Young Global Limited

Legal Name: ERNST & YOUNG (HELLAS) Certified Auditors-Accountants S.A.

Distinctive title: ERNST & YOUNG

Legal form: Societe Anonyme

Registered seat: Chimarras 8Β, Maroussi, 15125

General Commercial Registry No: 000710901000

Conclusion

Based on the procedures performed and the evidence obtained, we express the conclusion that the

consolidated financial statements of the Company for the year ended 31 December 2022, in XHTML file

format, as well as the required XBRL file “549300XDXYOF57JOFT72-2022-12-31-el” with appropriate

tagging on the separate and consolidated financial statements, including the explanatory notes, have

been prepared and presented, in all material respects, in accordance with the ESEF Regulatory

Framework.

Athens, April 10, 2023

The Certified Auditor Accountant The Certified Auditor Accountant

Andreas Hadjidamianou Eleonora Seka

SOEL R.N. 61391 SOEL R.N. 50131

Ernst & Young (Hellas) Certified Auditors Accountants S.A.

8B Chimarras St., Maroussi

151 25, Greece

Company SOEL R.N. 107

Statement of Financial Position

as at December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

The notes on pages 80 to 156 form an integral part of these Financial Statements

Group

Company

Note

31.12.2022

31.12.2021

31.12.2022

31.12.2021

ASSETS

Non-current assets

Investment property

2,491,284

2,279,958

1,651,018

1,395,169

Investments in subsidiaries

420,388

462,559

Investments in joint ventures

157,336

104,972

114,381

87,296

Property and equipment

10,171

10,632

10,019

10,450

Intangible assets

Derivative financial instruments

14,768

11,006

Other long-term assets

25,161

19,563

29,773

16,939

Total non-current assets

2,698,740

2,415,142

2,236,605

1,972,430

Current assets

Trade and other assets

68,491

98,695

61,761

100,739

Inventory property

16,627

35,316

4,517

Cash and cash equivalents

183,104

304,632

150,143

256,632

Restricted cash

579

268,236

439,222

216,435

362,467

Assets held for sale

6.9

46,429

2,104

45,974

2,104

Total current assets

314,665

441,326

262,409

364,571

Total assets

3,013,405

2,856,468

2,499,014

2,337,001

SHAREHOLDERS’ EQUITY

Share capital

692,390

Share premium

15,890

15,970

Reserves

391,902

360,603

363,081

358,981

Retained Earnings

365,553

327,197

284,719

211,318

Equity attributable to equity holders of the parent

1,465,735

1,396,080

1,356,160

1,278,659

Non-controlling interests

107,611

129,659

Total equity

1,573,346

1,525,739

1,356,160

1,278.659

LIABILITIES

Long-term liabilities

Borrowings

1,220,698

1,049,750

978,963

974,227

Retirement benefit obligations

162

149

162

149

Deferred tax liability

10,890

14,099

Other long-term liabilities

7,189

6,583

5,786

4,039

Total long-term liabilities

1,238,939

1,070,581

984,911

978,415

Short-term liabilities

Trade and other payables

69,325

55,382

37,524

21,908

Borrowings

129,302

203,380

118,116

56,978

Current tax liabilities

2,469

1,386

2,303

1,041

201,096

260,148

157,943

79,927

Liabilities associated with assets held for sale

Total short-term liabilities

201,120

260,148

157,943

79,927

Total liabilities

1,440,059

1,330,729

1,142,854

1,058,342

Total equity and liabilities

3,013,405

2,856,468

2,499,014

2,337,001

Athens, April 10, 2023

The Vice-Chairman B’ of the BoD and

CEO

The CFO / COO

The Class A’ Accountant /

Finance Manager

Aristotelis Karytinos

Thiresia Messari

Paraskevi Tefa

Income Statement

for the year ended December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

The notes on pages 80 to 156 form an integral part of these Financial Statements

Group

Company

From 01.01. to

Note

31.12.2022

31.12.2021

31.12.2022

31.12.2021

Continuing operations

Revenue

186,923

134,204

104,319

94,534

186,923

134,204

104,319

94,534

Net gain from the fair value adjustment of investment

property

59,669

96,723

55,651

71,339

Result from disposal of Investment property

1,367

197

1,421

132

Direct property related expenses

(16,578)

(14,925)

(5,000)

(8,703)

Property taxes-levies

(11,541)

(10,087)

(7,461)

(6,821)

Personnel expenses

(8,546)

(7,797)

(8,355)

(7,613)

Depreciation of property and equipment and amortisation

of intangible assets

(549)

(556)

(523)

(530)

Net change in inventory property

(37,006)

Net impairment loss on financial assets

(1,532)

(62)

(2,460)

(218)

Net impairment loss on non - financial assets

9.13

(4,095)

(2,640)

(5,768)

(671)

Gain from disposal of subsidiaries

19,168

Gain / (Loss) from acquisition of control in subsidiary

(1,164)

321

1,293

6,932

Other income

5,505

2,031

15,051

6,763

Other expenses

(9,244)

(10,056)

(5,439)

(5,397)

Corporate Responsibility

(726)

(336)

(726)

(336)

Operating Profit

162,483

187,017

142,003

168,579

Share of profit of joint ventures

928

20,216

Negative goodwill from acquisition of subsidiaries

8,846

Net change in fair value of financial instruments at fair value

through profit or loss

3,975

Interest income

529

882

963

2,213

Finance costs

(43,283)

(38,658)

(33,761)

(32,231)

Profit before tax

124,632

178,303

113,180

138,561

Taxes

(861)

(3,222)

(3,391)

(1,993)

Profit for year from continuing operations

123,771

175,081

109,789

136,568

Discontinued operations

Gain from discontinued operations

6,611

Profit for the year

123,771

181,692

109,789

136,568

Attributable to:

Non-controlling interests

(4,875)

3,804

Company’s equity shareholders

128,646

177,888

109,789

136,568

123,771

181,692

109,789

136,568

- Earnings per share (expressed in

- € per share) - Basic and diluted from continuing operations

0.50

0.67

- Earnings / (Losses) per share (expressed in

- € per share) - Basic and diluted from discontinuing

operations

0.03

- Earnings per share (expressed in

- € per share) - Basic and diluted from continuing and

discontinued operations

0.50

0.70

Athens, April 10, 2023

The Vice-Chairman B’ of the BoD and

CEO

The CFO / COO

The Class A’ Accountant /

Finance Manager

Aristotelis Karytinos

Thiresia Messari

Paraskevi Tefa

Statement of Total Comprehensive Income

for the year ended December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

The notes on pages 80 to 156 form an integral part of these Financial Statements

Group

Company

From 01.01. to

Note

31.12.2022

31.12.2021

31.12.2022

31.12.2021

Profit for the year

123,771

181,692

109,789

136,568

Other comprehensive income / (loss):

Items that may not be reclassified subsequently to

profit or loss:

Share of other comprehensive income from joint

ventures

26,808

Actuarial gains on defined benefit plans

Other

(22)

Total of items that may not be reclassified

subsequently to profit or loss

26,808

Items that may be reclassified subsequently

to profit or loss:

Cash flow hedge

3,611

Cost of hedging

(2,934)

Currency translation differences

(146)

Total of items that may be reclassified subsequently

to profit or loss

531

Other comprehensive income for the year

27,339

109

Total comprehensive income for the year

151,110

181,801

109,789

136,622

Attributable to:

Non-controlling interests

(4,511)

3,804

Company’s equity shareholders

155,621

177,997

109,789

136,622

151,110

181,801

109,789

136,622

Total comprehensive income for the period

attributable to Company’s equity shareholders

arises from:

Continuing operations

155,621

171,054

109,789

136,622

Discontinued operations

6,943

155,621

177,997

109,789

136,622

Athens, April 10, 2023

The Vice-Chairman B’ of the BoD and CEO

The CFO / COO

The Class A’ Accountant /

Finance Manager

Aristotelis Karytinos

Thiresia Messari

Paraskevi Tefa

Statement of Changes in Equity - Group

for the year ended December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

The notes on pages 80 to 156 form an integral part of these Financial Statements

Attributable to Company’s shareholders

Note

Share capital

Share premium

Reserves

Other

equity

Retained Earnings /

(Losses)

Total

Non-controlling

interests

Total

Balance January 1, 2021

766,484

15,890

355,484

(7,403)

235,232

1,365,687

37,612

1,403,299

Profit for the year

177,888

3,804

181,692

Other comprehensive income for the year

109

Total comprehensive income after tax

109

177,888

177,997

3,804

181,801

Transfer to reserves

5,010

(5,010)

Dividend distribution 2020

(54,165)

(436)

(54,601)

Preliminary dividend distribution 2021

(28,104)

Share capital decrease

(74,094)

Put option held by non-controlling interests

7,403

Partial disposal of shareholding in subsidiaries

55,776

55,806

Acquisition of Non-controlling interests

1,364

(6,072)

(4,708)

Shareholder’s transactions of non-controlling interests

(38)

Acquisition of subsidiaries

38,735

Share capital increase of non-controlling interests

202

Balance December 31, 2021

692,390

15,890

360,603

327,197

1,396,080

129,659

1,525,739

Balance January 1, 2022

692,390

15,890

360,603

327,197

1,396,080

129,659

1,525,739

Profit / (Loss) for the year

128,646

(4,875)

123,771

Other comprehensive income for the year

26,975

364

27,339

Total comprehensive income/ (loss) after tax

26,975

128,646

155,621

(4,511)

151,110

Share capital increase of non-controlling interests

749

Share capital reduction of non-controlling interests

(30,964)

Acquisition of subsidiaries

132

Shareholder’s transactions of non-controlling

Interests

(14,684)

14,684

Partial disposal of subsidiary

Transfer to reserves

4,324

(4,324)

Dividend distribution 2021

(43,179)

(1,139)

(44,318)

Preliminary dividend distribution 2022

(28,104)

(1,000)

(29,104)

Balance December 31, 2022

692,390

15,890

391,902

365,553

1,465,735

107,611

1,573,346

Statement of Changes in Equity - Company

for the year ended December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

The notes on pages 80 to 156 form an integral part of these Financial Statements

Note

Share capital

Share premium

Reserves

Retained Earnings /

(Losses)

Total

Balance January 1, 2021

766,484

15,970

354,263

161,683

1,298,400

Profit for the year

136,568

Other comprehensive income for the year

Total comprehensive income after tax

136,568

136,622

Transfer to reserves

4,664

(4,664)

Dividend distribution 2020

(54,165)

Preliminary dividend distribution 2021

(28,104)

Share capital decrease

(74,094)

Balance December 31, 2021

692,390

15,970

358,981

211,318

1,278,659

Balance January 1, 2022

692,390

15,970

358,981

211,318

1,278,659

Profit for the period

109,789

Total comprehensive income after tax

109,789

Transfer to reserves

3,898

(3,898)

Dividend distribution 2021

(43,179)

Preliminary dividend distribution 2022

(28,104)

Effect from Merger

202

38,793

38,995

Balance December 31, 2022

692,390

15,970

363,081

284,719

1,356,160

Cash Flow Statement - Group

for the year ended December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

The notes on pages 80 to 156 form an integral part of these Financial Statements

From 01.01. to

Note

31.12.2022

31.12.2021

Cash flows from operating activities

Profit before tax from continuing operations

124,632

178,303

Profit / (Loss) before tax from discontinued operations

6,409

Adjustments for:

- Provisions for employee benefits

(119)

- Depreciation of property and equipment and amortisation of intangible assets

549

556

- Net (gain) / loss from the fair value adjustment of investment property

(59,669)

(96,703)

- Interest income

(529)

(882)

- Finance costs

43,283

39,768

- Net change in fair value of financial instruments at fair value through profit or

loss

(3,975)

- Net impairment loss on financial assets

1,532

205

- Net impairment loss on non-financial assets

4,095

3,663

- Result from disposal of investment property

(1,367)

(197)

- Gain from disposal of investment in subsidiaries

(6,133)

- (Gain) / Loss from acquisition of subsidiaries

1,164

(321)

- Negative goodwill from acquisition of subsidiaries

(8,846)

- Share of profit of joint ventures

(928)

(20,302)

- Other

Changes in working capital:

- Decrease in receivables

6,427

2,628

- (Increase) / Decrease of inventories

25,939

(12,545)

- Increase / (Decrease) in payables

(11,026)

(8,723)

Cash flows from operating activities

130,140

76,762

Interest paid

(36,851)

(28,239)

Tax paid

(2,713)

(2,464)

Net cash flows from operating activities

90,576

46,059

Cash flows from / (used in) investing activities

Acquisition of investment property

(147,562)

(29,038)

Subsequent capital expenditure on investment property

(26,914)

(21,049)

Proceeds from disposal of investment property

4,013

76,204

Purchases of property and equipment and intangible assets

(45)

(558)

Prepayments and expenses related to future acquisition of investment property

(2,018)

(8,622)

Proceeds from disposal of subsidiaries

45,899

20,646

Acquisitions of subsidiaries (net of cash acquired)

(14,076)

(5,018)

Acquisition of investment in joint ventures

(29,185)

(3,980)

Acquisition of additional shareholding in subsidiaries

9.10

(7,570)

(20,033)

Participation in share capital increase of investment in joint ventures

(4,435)

(69,162)

Proceeds from share capital decrease of joint ventures

24,168

31,019

Dividends received from equity method investments

135

Interest received

346

Net cash flows used in investing activities

(157,379)

(29,429)

Cash flows from / (used in) financing activities

(Increase)/Decrease of restricted cash

(5,008)

80,995

Costs of acquisition of derivative financial instruments

(11,378)

Decrease of share capital

(30,775)

(74,094)

Proceeds from share capital increase of subsidiaries

548

203

Proceeds from the issuance of bond loans and other borrowed funds

303,260

608,439

Expenses related to the issuance of bond loans and other borrowed funds

(5,363)

(10,836)

Repayment of borrowings

(233,553)

(342,895)

Dividends paid

(72,151)

(82,739)

Net cash flows from / (used in) financing activities

(54,420)

179,073

Net increase / (decrease) in cash and cash equivalents

(121,223)

195,703

Cash and cash equivalents at the beginning of the year

304,632

108,973

Effect of foreign exchange currency differences on cash and cash equivalents

(128)

(44)

Cash and cash equivalents at the end of the year

183,281

304,632

Cash Flow Statement - Company

for the year ended December 31, 2022

All amounts expressed in € thousand, unless otherwise stated

The notes on pages 80 to 156 form an integral part of these Financial Statements

From 01.01. to

Note

31.12.2022

31.12.2021

Cash flows from operating activities

Profit before tax

113,180

138,561

Adjustments for:

- Provisions for employee benefits

(119)

- Depreciation of property and equipment and amortisation of intangible

assets

523

530

- Net gain from the fair value adjustment of investment property

(55,651)

(71,339)

- Interest income

(963)

(2,213)

- Finance costs

33,761

32,231

- Net impairment loss on financial assets

2,460

218

- Net impairment loss on non-financial assets

5,768

671

- Net change in fair value of financial instruments at fair value through profit

or loss

(3,975)

- Result from disposal of investment property

(1,421)

(132)

- Gain from disposal of investment in subsidiaries

(19,168)

- Gain from acquisition of subsidiaries

(1,293)

(6,932)

- Other

Changes in working capital:

- (Increase) / Decrease in receivables

(3,256)

(10,380)

- (Increase) / Decrease of Inventories

(4,517)

- Increase / (Decrease) in payables

2,968

(58)

Cash flows from operating activities

92,114

57,367

Interest paid

(30,569)

(21,460)

Tax paid

(2,129)

(1,948)

Net cash flows from operating activities

59,416

33,959

Cash flows from / (used in) investing activities

Acquisition of investment property

(130,436)

(11,931)

Subsequent capital expenditure on investment property

(8,313)

(2,661)

Proceeds from disposal of investment property

3,765

76,035

Purchases of property and equipment and intangible assets

(45)

(206)

Prepayments and expenses related to future acquisition of investment property

(2,018)

(8,622)

Acquisition of subsidiaries

(18,746)

(14,680)

Proceeds from disposal of subsidiaries

45,899

23,854

Acquisition of additional shareholding in subsidiaries

9.10

(7,570)

(20,033)

Acquisition of investment in joint ventures

(29,185)

(3,980)

Participation in subsidiaries’ capital increase and Investment in joint ventures

(35,210)

(118,706)

Proceeds from investment’s capital decrease in joint ventures

9.10

60,167

31,019

Interest received

256

Net cash flows used in investing activities

(121,436)

(49,888)

Cash flows from / (used in) financing activities

(Increase) / Decrease of restricted cash

80,995

Costs of acquisition of derivative financial instruments

(7,800)

Decrease of share capital

(74,094)

Proceeds from the issuance of bond loans and

other borrowed funds

108,760

607,000

Expenses related to the issuance of bond loans and

other borrowed funds

(582)

(10,451)

Repayment of borrowings

(83,906)

(321,864)

Dividends paid

(71,282)

(82,268)

Net cash flows from / (used in) financing activities

(54,810)

199,318

Net increase / (decrease) in cash and cash equivalents

(116,830)

183,389

Cash and cash equivalents at the beginning of the year

256,632

73,243

Effect from Merger

10,341

Cash and cash equivalents at the end of the year

150,143

256,632

Notes to the Financial Statements

Group and Company

All amounts expressed in € thousand, unless otherwise stated

NOTE 1: General Information

“Prodea Real Estate Investment Company Société Anonyme” (hereinafter “Company”) operates in the real estate

investment market under the provisions of Article 22 of L. 2778/1999, as in force. As a Real Estate Investment

Company (REIC), the Company is supervised by the Hellenic Capital Market Commission. It is also noted that the

Company is licensed as an internally managed alternative investment fund according to Law 4209/2013.

The headquarters are located at Chrisospiliotissis 9 street, Athens, Greece. The Company is registered with the No.

3546201000 in the General Commercial Companies Registry (G.E.MI.) and its duration expires on December 31,

2110.

The Company together with its subsidiaries (hereinafter the “Group”) operates in real estate investments both in

Greece and abroad, such as Cyprus, Italy, Bulgaria and Romania.

On December 28, 2022, the merger by absorption (the “Merger”) ”) of the 100% subsidiaries “Anaptixi Fragkokklisia

Akiniton S.A.”, “Irinna Ktimatiki S.A.”, “NEW METAL S.M.S.A.”, “ILIDA OFFICE S.M.S.A” and “ILDIM S.M.S.A.” (the

“Absorbed companies”) by the parent company Prodea Real Estate Investments S.A. with the distinctive title

"Prodea Investments" (the “Absorbing Company) was completed in accordance with the decision No.

2863115/28.12.2022 of the Ministry of Economy and Development which was registered on the same day with the

General Commercial Register of the abovementioned Ministry. The Merger was completed with the combined use

of articles 6-21 and 30-38 of L. 4601/2019, and articles 1-5 of L. 2166/1993, each as in force and in accordance with

the provisions of No. 7.175/21.12 .2022 act of the Notary of Athens Eleni Spiliopoulou Poulantzas. In accordance

with the provisions of article 18 par. 2 of L. 4601/2019, from the conclusion of the above Merger, the Absorbing

Company was automatically substituted, as universal successor of the Absorbed companies, in all their legal

relationships and in all their rights and obligations, including those on all the properties of the latter. The Company

has taken the necessary actions for the registration of the aforementioned merger agreement to the competent

land registry offices. The property of the company "NEW METAL EXPERT S.M.S.A" will be the subject of an

additional notarial deed (actual transfer), as soon as the required legal and technical formalities are completed.

As of December 31, 2022, the Group’s and the Company’s number of employees was 48 and 47, respectively

(December 31, 2021: 42 employees for the Group and 41 employees for the Company).

The current Board of Directors has a term of three years which expires on June 7, 2024 with an extension until the

first Annual General Meeting of Shareholders, which will take place after the end of the term. The Board of

Directors was elected by the Annual General Meeting of Shareholders held on June 8, 2021 and was constituted

as a body in its same day meeting. The Board of Directors has the following composition:

Christophoros N. Papachristophorou

Chairman, Businessman

Executive Member

Spyridon G. Makridakis

Professor at University of Nicosia and

Emeritus Professor at INSEAD

Business School

Vice-Chairman A’ - Independent - Non-

Executive Member

Aristotelis D. Karytinos

CEO

Vice-Chairman B’ - Executive Member

Thiresia G. Messari

CFO / COO

Executive Member

Athanasios D. Karagiannis

CIO

Executive Member

Nikolaos M. Iatrou

Economist

Non-Executive Member

Ioannis P. Kyriakopoulos

General Manager of Group Real

Estate of National Bank of Greece

Non-Executive Member

Georgios E. Kountouris

Economist

Non-Executive Member

Prodromos G. Vlamis

Assistant Professor at University of

Piraeus

Independent - Non-Executive Member

Garifallia V. Spiriouni

Group Tax Director of Coca-Cola HBC

Group

Independent - Non-Executive Member

Notes to the Financial Statements

Group and Company

All amounts expressed in € thousand, unless otherwise stated

Subsequently, on February 20, 2023, Mr. Ioannis Kyriakopoulos of Polyzois resigned as a non-executive member

of the Company's Board of Directors and the committees of the Board of Directors in which he participated, namely

the Remuneration and Nomination Committee and the Company's Audit Committee. Following the above

resignation, the Company's Board of Directors decided on February 21, 2023 to continue its operation with its

remaining members without replacing the resigned member, in accordance with article 7 par. 4 of the Company's

Article of Association. Following the above, the composition of the Board of Directors is currently as follows:

Christophoros N. Papachristophorou

Chairman, Businessman

Executive Member

Spyridon G. Makridakis

Professor at University of Nicosia and

Emeritus Professor at INSEAD

Business School

Vice-Chairman A’ - Independent - Non-

Executive Member

Aristotelis D. Karytinos

CEO

Vice-Chairman B’ - Executive Member

Thiresia G. Messari

CFO / COO

Executive Member

Athanasios D. Karagiannis

CIO

Executive Member

Nikolaos M. Iatrou

Economist

Non-Executive Member

Georgios E. Kountouris

Economist

Non-Executive Member

Prodromos G. Vlamis

Assistant Professor at University of

Piraeus

Independent - Non-Executive Member

Garifallia V. Spiriouni

Group Tax Director of Coca-Cola HBC

Group

Independent - Non-Executive Member

During the election by the General Assembly of the independent non-executive members of the Board of Directors,

it was found that they met the independence criteria. Furthermore, in accordance with the provisions of article 9

par. 3 of Law 4706/2020, the Board of Directors determined, after a review, before the publication of the annual

financial report, that the above independent members of the Board of Directors still meet the independence

criteria in accordance with the provisions in article 9 par. 1 and 2 of Law 4706/2020 and in the Company's eligibility

policy.

These consolidated and separate Financial Statements have been approved for issue by the Company’s Board of

Directors on April 10, 2023 and are available, along with the independent auditor’s report and the Board of

Directors’ Annual Report on the website address www.prodea.gr and are subject to approval by the Annual

General Meeting of Shareholders.

NOTE 2: Summary of Significant Accounting Policies

2.1 Basis of preparation

The financial information of the Group and the Company for the year ended December 31, 2022 (the “Financial

Statements”) have been prepared in accordance with the International Financial Reporting Standards “IFRS” as

endorsed by the European Union (the “EU”).

The accounting policies adopted are consistent with those of the previous financial year, except for the adoption

of new and amended standards as set out below (Note 2.3.1).

The amounts are stated in Euro, rounded to the nearest thousand (unless otherwise stated) for ease of

presentation.

It is mentioned that where necessary, comparative figures have been adjusted to conform to changes in the current

period’s presentation. For the current year the company did not proceed in any adjustments.

Notes to the Financial Statements

Group and Company

All amounts expressed in € thousand, unless otherwise stated

The Financial Statements have been prepared based on the going concern principle, applying the historical cost

convention, except for investment properties and derivative financial instruments, which have been measured

at fair value. Additional information about the liquidity of the Group and the Company are provided in Note 3.1.d

– Liquidity Risk.

The preparation of consolidated and separate Financial Statements in conformity with IFRS requires the use of

judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure

of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues

and expenses during the reporting period. Use of available information and application of judgment are inherent

in the formation of estimates in the following areas: estimation of the fair value of investment property and

derivative financial instruments, estimation of retirement benefits obligation, liabilities from and contingencies

from litigation and unaudited tax years. Actual results in the future may differ from those reported.

The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are

significant to the Financial Statements are disclosed in Note 4

2.2 Information regarding current geopolitical developments and the impact of the energy crisis

Regarding the war in Ukraine and the current energy crisis, the Company’s Management closely monitors and