Prodea Real Estate Investment Company
Annual Consolidated and Separate Financial Report
for the year from January 1 to December 31, 2023
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 2024
Table of contents
2
Certification of the Board of Directors ....................................................................................................................... 4
Board of Directors’ Annual Report ............................................................................................................................ 5
Annual Activity Report of the Audit Committee ....................................................................................................... 66
Supplementary Report ............................................................................................................................................ 72
Report on the Audit of the Separate and Consolidated Financial Statements ........................................................... 75
Statement of Financial Position ............................................................................................................................... 82
Income Statement .................................................................................................................................................. 83
Statement of Total Comprehensive Income ............................................................................................................. 84
Statement of Changes in Equity - Group .................................................................................................................. 85
Statement of Changes in Equity - Company ............................................................................................................. 86
Cash Flow Statement - Group .................................................................................................................................. 87
Cash Flow Statement - Company ............................................................................................................................. 88
NOTE 1: General Information .................................................................................................................................. 89
NOTE 2: Summary of Material Accounting Policies .................................................................................................. 90
2.1. Basis of preparation ....................................................................................................................................... 90
2.2. Information regarding current geopolitical developments and the impact of the energy crisis ......................... 91
2.3. Adoption of IFRSs ........................................................................................................................................... 92
2.4. Consolidation ................................................................................................................................................. 93
2.5. Business Combinations ................................................................................................................................... 95
2.6. Investment Property....................................................................................................................................... 96
2.7. Property and Equipment................................................................................................................................. 97
2.8. Inventory property ......................................................................................................................................... 97
2.9. Leases ............................................................................................................................................................ 98
2.10. Trade and Other Assets .................................................................................................................................. 98
2.11. Cash and Cash Equivalents ............................................................................................................................. 98
2.12. Share Capital .................................................................................................................................................. 98
2.13. Dividend Distribution ..................................................................................................................................... 99
2.14. Trade and Other Payables .............................................................................................................................. 99
2.15. Borrowings..................................................................................................................................................... 99
2.16. Borrowing costs ............................................................................................................................................. 99
2.17. Current and Deferred Tax ............................................................................................................................... 99
2.18. Revenue Recognition.....................................................................................................................................100
2.19. Finance Income / Costs .................................................................................................................................100
2.20. Segment Reporting........................................................................................................................................101
2.21. Related Party Transactions ............................................................................................................................101
2.22. Earnings per Share ........................................................................................................................................101
2.23. Assets and Liabilities held for sale and discontinued operations .....................................................................101
2.24. Restricted Cash .............................................................................................................................................102
2.25. Derivative Financial Instruments ...................................................................................................................102
NOTE 3: Financial Risks Management ....................................................................................................................103
3.1. Financial Risk Management ...........................................................................................................................103
3.2. Capital Risk Management ..............................................................................................................................105
3.3. Fair Value Estimation of Financial Assets and Liabilities ..................................................................................106
NOTE 4: Critical Accounting Estimates and Judgments ...........................................................................................107
4.1. Critical Accounting Estimates and Judgments ................................................................................................107
NOTE 5: Segment Reporting ..................................................................................................................................108
NOTE 6: Investment Property ................................................................................................................................113
NOTE 7: Property and Equipment ..........................................................................................................................125
NOTE 8: Acquisition of Subsidiaries (business combinations and asset acquisitions) ...............................................126
NOTE 9: Investments in Subsidiaries ......................................................................................................................127
NOTE 10: Investments in Joint Ventures .................................................................................................................130
NOTE 11: Other long-term Assets ...........................................................................................................................132
NOTE 12: Trade and Other Assets ..........................................................................................................................132
NOTE 13: Inventory property .................................................................................................................................133
NOTE 14: Cash and Cash Equivalents ......................................................................................................................134
NOTE 15: Assets held for sale .................................................................................................................................135
NOTE 16: Derivative financial instruments..............................................................................................................138
NOTE 17: Share Capital & Share Premium ..............................................................................................................139
Table of contents
3
NOTE 18: Reserves .................................................................................................................................................139
NOTE 19: Non-controlling interests ........................................................................................................................139
NOTE 20: Borrowings .............................................................................................................................................141
NOTE 21: Retirement Benefit Obligations ...............................................................................................................145
NOTE 22: Trade and Other payables .......................................................................................................................147
NOTE 23: Deferred Tax Liabilities ...........................................................................................................................147
NOTE 24: Dividends per share ................................................................................................................................148
NOTE 25: Revenue .................................................................................................................................................149
NOTE 26: Property Taxes-Levies .............................................................................................................................149
NOTE 27: Direct Property Related Expenses ...........................................................................................................149
NOTE 28: Personnel Expenses ................................................................................................................................150
NOTE 29: Other Income .........................................................................................................................................150
NOTE 30: Other Expenses ......................................................................................................................................151
NOTE 31: Finance costs ..........................................................................................................................................151
NOTE 32: Taxes ......................................................................................................................................................152
NOTE 33: Earnings per share ..................................................................................................................................152
NOTE 34: Contingent Liabilities and Commitments .................................................................................................153
NOTE 35: Related Party Transactions .....................................................................................................................154
NOTE 36: Independent Auditor’s fees ....................................................................................................................158
NOTE 37: Events after the Date of the Financial Statements ...................................................................................159
Final report on the use of proceeds from the issuance of Common Bond Loan through payment in cash for the period
from 20.07.2021 until 31.12.2023 ..........................................................................................................................163
Factual findings report in connection with the “Report on the use of proceeds from the issuance of Common Bond
Loan through payment in cash for the period from 20.07.2021 until 31.12.2023 ....................................................165
Certification by Members of the Board of Directors
on the Financial Report as at December 31, 2023
4
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, 2023 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 23, 2024
The Vice-Chairman B’ of the BoD
and CEO
The Executive Member of the BoD
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, 2023
All amounts expressed in € thousand, unless otherwise stated
5
Annual Board of Directors Report
of “Prodea Real Estate Investment Company Société Anonyme”
on the Consolidated and Separate Financial Statements
for the year ended 31.12.2023
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
2023 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 2023, the Company and the subsidiaries (hereinafter ‘’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 2023” below). The new acquisitions were financed by loans.
As at December 31, 2023, the Group’s real estate portfolio consisted of 348 (December 31, 2022: 381) properties
(mainly retail and offices), of a total leasable area of 1.362 thousand sq.m. Two hundred and ninety-nine (299) of
those properties are located in Greece, mainly in prime areas. In addition, twenty-one (21) properties are located
in Cyprus, twenty-four (24) properties are located in Italy, two (2) properties in Bulgaria and two (2) properties in
Romania. As at December 31, 2023 the fair value of the Group’s investment property amounted to €2,459,723
(December 31, 2022: €2,566,670) including the Company’s owner-occupied property with a fair value of €11,298
as at December 31, 2023 (December 31, 2022: €10,124), inventory property with a fair value €31,905 as at
December 31, 2023 (December 31, 2022: €19,010) and investment properties that have been recorded as assets
held for sale, since all the criteria of IFRS 5 are met, with a fair value €101,635 as at December 31, 2023 (December
31, 2022: €46,252). The valuations as at December 31, 2023, were performed by the company “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, 2023:
• 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, 2023, amounted to €4,214 (December 31, 2022: €3,750).
• 90% in the company RINASCITA S.A., which has a long-term lease agreement for a multistorey building in
Athens. The fair value of the property as at December 31, 2023, amounted to €26,000 (December 31, 2022:
€25,800).
• 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, 2023, amounted to €78,985 (December 31, 2022: €43,138).
• 25% in the company MHV Mediterranean Hospitality Venture Plc (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 (see “V. EVENTS AFTER THE DATE OF THE FINANCIAL STATEMENTS” below). The fair value of the
properties (investment properties, property and equipment and inventories) of MHV as at December 31, 2023
amounted to €576,410 (December 31, 2022: €551,928).
• 35% in the company OURANIA EPENDITIKI 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, 2023, amounted to €40,446 (December 31, 2022: €22,099).
• 75% in the company Fondo Five Lakes – Real Estate reserved closed-end Fund (Italian Real Estate Reserved AIF)
(hereinafter “Five Lakes”) owner of the hotel Bellevue Cortina d’Ampezzo in Italy. The fair value of the property
as at December 31, 2023, amounted to €51,600 (December 31, 2022: €47,810).
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
6
• 49% in the company V TOURISM S.A, owner of a hotel in Milos. The fair value of the property as at December
31, 2023, amounted to €24,200 (December 31, 2022: €21,400).
Αs at December 31, 2023, the fair value of the Assets Under Management of the Company amounted to €2,717,321
(December 31, 2022: €2,796,391). 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. During 2023 the Company completed the sale of properties in Greece,
Italy and Cyprus and the sale of its investments in Italy and Cyprus (see “OTHER EVENTS” below).
II. SIGNIFICANT EVENTS DURING 2023
1. CORPORATE EVENTS
• On June 13, 2023, the Annual General Meeting of the Company’s Shareholders, approved the distribution of a
total amount of €65,151 (i.e. 0.255 per share – amount in €) as dividend to its shareholders for the year 2022.
Due to the distribution of interim dividend of a total amount of €28,104 (i.e. €0.11 per share – amount in €),
following the relevant decision of the Board of Directors dated December 1, 2022, the remaining dividend to
be distributed amounts to €37,047 (i.e. €0.145 per share – amount in €).
• On December 5, 2023 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 2023.
• On December 21, 2023, the merger by absorption (the “Merger”) of the 100% subsidiaries “IQ HUB S.M.S.A.”,
“THETIS ΚΤIΜΑΤΙΚI - ΕΜPORΙΚI S.M.S.A.” and “Panterra 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. 3183294/21.12.2023 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, articles 1 - 5 of L. 2166/1993, each as in force and in accordance with the provisions of No.
8.928/20.12.2023 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.
2. INVESTMENTS
During 2023, the Group proceeded with the below investments which contributed to the dispersion of the Group's
real estate portfolio:
• On February 22, 2023, the Company acquired the 100% of the shares of the company THETIS KTIMATIKI –
EMPORIKI S.M.S.A. (hereinafter "THETIS"), which owns a complex of four properties with a total area of 59.0
thousand sq.m that are used as Storage and Distribution Centers. The consideration for the acquisition of
THETIS amounted to €26,194 taking into account the consideration for the property which amounted to
€38,098, while the fair value at the date of acquisition, according to the valuation performed by the
independent statutory valuers, amounted to €45,026.
• On June 22, 2023, the subsidiary “Sygchrono Katoikein S.M.S.A” proceeded with the acquisition of a plot of
land located at 7, Kanari street in Pefki, Attica, with a total area of approximately 2.1 thousand sq.m., in which
residential properties for sale will be developed. The consideration for the acquisition of the property
amounted to €1,650 (excluding the acquisition costs of €91) while the fair value at the date of the acquisition,
according to the valuation performed by the independent statutory valuers, amounted to €1,921.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
7
• On September 7, 2023, the subsidiary “Sygchrono Katoikein S.M.S.A” proceeded with the acquisition of a plot
of land located at 41, Pontou street in Nea Erythraia, Attica, with a total area of approximately 4.2 thousand
sq.m., in which residential properties for sale will be developed. The consideration for the acquisition of the
property amounted to €5,700 (excluding the acquisition costs of €140) while the fair value at the date of the
acquisition, according to the valuation performed by the independent statutory valuers, amounted to €5,778.
3. OTHER EVENTS
• On April 26, 2023 the Company concluded the disposal of a property at Iroon Politechniou Avenue in Larissa.
The total consideration amounted to €160 while its book value amounted to €149. The property had been
classified as assets held for sale in the Statement of Financial Position of the Group and the Company as at
December 31, 2022 (Note 15 on the Financial Statements).
• On June 14, 2023, the Company concluded the disposal of a property at 65, Stratigou N. Roka and Laskou street,
in Mandra, Attica. The total consideration amounted to €80 while its book value amounted to €76. The property
was classified as assets held for sale in the Statement of Financial Position of the Group and the Company as at
December 31, 2022 (Note 15 on the Financial Statements).
• On June 21, 2023, the Company concluded the disposal of a property at 95-95a, Veikou and 7, Zan Moreas
streets, in Athens. The total consideration amounted to €300 while its book value amounted to €290. The
property was classified as assets held for sale in the Statement of Financial Position of the Group and the
Company as at December 31, 2022 (Note 15 on the Financial Statements).
• On June 29, 2023, the Company concluded the disposal of a property at 5-7, Kafadari and 4-6, Ainou streets, in
Athens. The total consideration amounted to €645 while its book value amounted to €607. The property was
classified as assets held for sale in the Statement of Financial Position of the Group and the Company as at
December 31, 2022 (Note 15 on the Financial Statements).
• Οn June 22, 2023 the competent bodies of the Company decided to initiate the procedures for the disposal of
43 properties of the Company to National Bank of Greece S.A. (hereinafter “NBG”). Additionally, the Company
has signed a Memorandum - Private Agreement with NBG regarding the properties currently leased by the
Company to NBG, and in particular, on the one hand, the disposal of properties to NBG for a total consideration
of €237,251, corresponding to the fair value of these properties according to the valuation performed by the
independent statutory valuers, and the amendment of certain terms of the lease between the parties for the
remaining properties which will not be sold and will remain leased to NBG. On June 30, 2023, the first disposal
occurred, involving the property located at Gargitou and Porou streets in Gerakas, Attica. The total
consideration amounted to €83,251, its book value amounted to €83,251 while the remaining 42 properties
were classified as assets held for sale on June 30, 2023 (Note 15 on the Financial Statements). On December
21, 2023, the disposal of 22 of the above properties to the National Bank of Greece S.A. was concluded for a
total consideration of €110,460 while their book value amounted to €110,605.
• On July 27, 2023, the Company concluded the disposal of a property at 34, Xenokratous and Speusipou street
in Athens. The total consideration amounted to €300 while its book value amounted to €253. The property had
been classified as assets held for sale in the Statement of Financial Position of the Group and the Company as
at December 31, 2022. (Note 15 on the Financial Statements).
• On August 2, 2023, the Company concluded the disposal of a property of Picasso Fund at 175, Corso Francia.
The total consideration amounted to €7,600 while its book value amounted to €7,630.
• On September 28, 2023, the Company concluded the disposal of a property at 43, Panagioti Tsaldari Avenue in
Xilokastro. The total consideration amounted to €370 while its book value amounted to €349. The property
had been classified as assets held for sale in the Statement of Financial Position of the Group and the Company
as at December 31, 2022. (Note 15 on the Financial Statements).
• On October 12, 2023, the Company concluded the disposal of a property at Papaflessa, Maizonos, Genadiou
and Korinthou in Patra. The total consideration amounted to €170 while its book value amounted to €133. The
property had been classified as assets held for sale in the Statement of Financial Position of the Group and the
Company as at December 31, 2022. (Note 15 on the Financial Statements).
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
8
• On November 17, 2023, the subsidiary Nuca Properties (member of CYREIT Group) based in Cyprus proceeded
with the disposal of a property in Nicosia for a total consideration of €705 while the book value of the property
amounted to €729.
• On December 8, 2023, the subsidiary CYREIT based in Cyprus sold its stake in Threefield Properties, owner of a
storage and distribution center property in Nicosia, for a total consideration of €4,800. The company was
classified as held for sale in the Statement of Financial Position as at June 30, 2023 (Note 15 to the Financial
Statements). The book value of the property at the date of the disposal amounted to €4,426.
• On December 28, 2023, the subsidiary CYREIT based in Cyprus sold its participation in the company Artozaco
Properties, owner of an office property in Nicosia, for a total consideration of €4,877. The book value of the
property at the date of the disposal amounted to €4,993.
• On December 29, 2023, the Company proceeded with the disposal of 2 properties at 16, Kolokotroni street in
Thessaloniki and 19, Achilleos and Kolonou street in Athens for a total consideration of €11,007 while the book
value of the properties amounted to €6,647.
• On December 29, 2023, the Company sold its participation in the subsidiary Prodea Immobiliare in Italy for a
total consideration of €10,381. The book value of the property at the date of sale amounted to €8,330 (Note 9
on the Financial Statements).
• On September 28, 2023, the Company announced the lease of Karela Business Park, its largest office complex,
to MYTILINEOS. The new lease to MYTILINEOS, a top-tier company with a leading position, international
presence, and continuous growth, has a 15-year duration with a minimum tenure of 12 years. Karela Business
Park, a complex of 6 office buildings with a total structure above ground of 29 thousand sq.m. and 1,100 parking
spaces, is Greece's first LEED GOLD-certified green building.
III. INFORMATION ABOUT CURRENT GEOPOLITICAL DEVELOPMENTS AND THE IMPACT OF THE ENERGY
CRISIS
The Company's Management closely monitors and evaluates the current geopolitical 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.
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. 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 two interest rate caps 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 is 64.9%. Taking into consideration the loan prepayments of a total amount
of €46,419 completed subsequent to December 31, 2023, due to the disposal of properties to the National Bank
of Greece S.A. which concluded on December 21, 2023 (Note 6 and 15 on the Financial Statements) as the event
took place prior to December 31, 2023, the proportion of the Group's loans under fixed interest rates or for which
interest rate hedging agreements have already been concluded is 67.2%. It is noted that subsequent to December
31, 2023, the Company entered into an additional interest rate cap for an amount of €350,000 in order to further
reduce the Group's and the Company's exposure to interest rate fluctuations.
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 geopolitical 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, 2023
All amounts expressed in € thousand, unless otherwise stated
9
Finally, the Company will intensify its efforts to implement "green" energy investments in eligible properties (e.g.
installation of photovoltaic systems on the rooftops of logistics buildings) in order to reduce the carbon footprint
on both the Group and its tenants.
IV. FINANCIAL PERFORMANCE OF THE GROUP
Revenue: Total revenue for the year ended December 31, 2023, amounted to €168,856, compared to €186,923
for the year ended December 31, 2022, representing a decrease by €18,067. The revenue for the year ended
December 31, 2022, includes income from the disposal of the office building of the subsidiary Panterra S.A. of an
amount of €36,363. Excluding the income from this disposal, the revenue for the year ended December 31, 2022,
amounted to €150,560. The increase in revenue for the year ended December 31, 2023, compared to December
31 2022, excluding the income from the disposal of the office building, amounted to €18,296 (increase by 12.2%)
and is mainly due to the rentals from the new investments made by the Group during of the previous and current
year as well as in the adjustment of the leases.
Net gain from the fair value adjustment of investment properties: For the year ended December 31, 2023, the
fair value of investment properties of the Group increased by €39,556 (compared to increase of €59,669 in previous
year).
Property related expenses (incl. property taxes-levies): Property related expenses including property taxes-levies
amounted to €30,095 for the year ended December 31, 2023, compared to €28,119 for the previous year,
representing an increase by €1,976 or 7.0%. This increase is mainly attributable to ENFIA ( December 31, 2023:
€8,815, December 31, 2022: €7,852, increase by €963) due to the properties acquired within 2022, since this
specific tax is calculated on the properties owned by each legal entity on January 1 of each year, and to the increase
of the expenses of lawyers, notaries, mortgagees, technicians and other consultants by €935 (year ended
December 31, 2023: €3,075, year ended December 31, 2022: €2,140) due to the increased investment activity of
the Group.
Other Expenses: Other expenses of the Group for the year ended December 31, 2023, amounted to €9,938
compared to €9,244 for the year ended December 31, 2022, representing an increase by €694 or 7.5%. The increase
is mainly driven by the increase in taxies – levies by €552 (December 31, 2023: €1,977, December 31, 2022: €1,425).
Operating Profit: For the year ended December 31, 2023, the Group’s operating profits amounted to €163,804,
compared to operating profit of €162,483 for the year ended December 31, 2022. By excluding the net gain (loss)
from the fair value adjustment of investment properties (December 31, 2023: net gain of €39,556, December 31,
2022: net gain of €59,669), the gain from the disposal of investment properties (December 31, 2023: €4,329,
December 31, 2022: €1,367), the gain / (loss) from acquiring control in subsidiary (December 31, 2023: Nil,
December 31, 2022: loss €1,164), the net impairment loss on non-financial assets (December 31, 2023: €216,
December 31, 2022: €4,095), the revenue from the disposal of the office building of the subsidiary Panterra S.A.
during 2022 of an amount of €36,363 and the cost of the inventory property of €36,363, which is included in the
item “net change in inventory property” as at December 31, 2022, and non-recurring (income)/expenses, as
presented in Note 2 in the Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (Adjusted
EBITDA) table (December 31, 2023: expenses of €238, December 31, 2022: income of €1,577), the operating profit
of the Group for the year ended December 31, 2023, amounted to €120,373 compared to €105,129 for the
previous year (increase by € 14.5%). The increase is primarily due to the increase in revenue, 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 ended December 31, 2023 amounted to €75,860 compared
to €43,283 for the year ended December 31, 2022, representing an increase by €32,577. The increase is mainly
attributable to the increase in Euribor and, secondarily, to the loans of the companies acquired by the Group during
2023 and to new loan agreements that the Group concluded during 2023 and 2022.
Taxes: The Group’s taxes for the year ended December 31, 2023 amounted to €10,161 compared to €861 for the
year ended December 31, 2022, representing an increase by €9,300. The increase is mainly attributable to the
increase of European Central Bank reference rate, which is taken into account for the calculation of REIC tax,
amounted to €11,982 as at December 31, 2023 compared to €3.593 as at December 31, 2022.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
10
Profit for the year: The Group’s profit for the year ended December 31, 2023, amounted to €73,832, compared to
profit of €123,771 for the year ended December 31, 2022. By excluding the net gain / (loss) from the fair value
adjustment of investment properties (December 31, 2023: net gain of €39,556, December 31, 2022: net gain of
€59,669), the net gain from the disposal of investment properties (December 31, 2023: €4,329, December 31,
2022: €1,367), the net change in fair value of financial instruments at fair value through profit or loss (December
31, 2023: loss €5,700, December 31, 2022: gain €3,975), the profit/(loss) from acquiring control in subsidiary
(December 31, 2023: Nil, December 31, 2022: loss €1,164), the unrealized gain/loss from investments in joint
ventures (December 31, 2023: gain €838, December 31, 2022: gain €771), the net impairment loss on non-financial
assets (December 31, 2023: €216, December 31, 2022: €4,095), the revenue from the disposal of the office building
of the subsidiary Panterra S.A. during 2022 of an amount of €36,363 and the cost of the inventory property of
€36,363, which is included in the item “net change in inventory property” as at December 31, 2022, and the non-
recurring (income)/expenses as analysed in note 1 under the table Funds from Operations (FFO) (December 31,
2023: expenses of €838, December 31, 2022: income of €1,570) the Group's profit for the year ended December
31, 2023 amounted to €37,539 compared to €61,678 of the prior year (decrease by €24,139 or 39.1%). The
decrease is mainly due to the increase in “Finance costs” and “Taxes” 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.
31.12.2023
31.12.2022
Current ratio
1
Current assets (a)
378,962
314,665
Current liabilities (b)
422,315
201,120
Current ratio (a/b)
0.90x
1.56x
Gearing ratio
2
Borrowings (a)
1,327,779
1,350,000
Total assets (b)
2,987,931
3,013,405
Gearing ratio (a/b)
44.4%
44.8%
LTV
3
Outstanding capital of borrowings(a)
4
1,285,132
1,360,535
Investments
5
(b)
2,459,723
2,566,670
LTV ratio (a/b)
52.2%
53.0%
Net LTV
6
Outstanding capital of borrowings
1,331,551
1,360,535
Minus: Cash and cash equivalents
(198,184)
(183,104)
Minus: Restricted cash
(6,596)
(6,494)
Net borrowing liabilities (a)
1,126,771
1,170,937
Investments
5
(b)
2,459,723
2566,670
Net LTV ratio (a/b)
45.8%
45.6%
1
The decrease in the Current ratio is mainly due to the following:
i. A loan of the Company, amounted to €140,228 as at December 31, 2023, is included in short-term borrowings as it expired in June 2024.
The specific loan was fully repaid by the new loan issued by the Company subsequent to December 31, 2023 (Note 37 on the Financial
Statements).
ii. The loan of the indirect subsidiary Picasso Fund of a total amount of €164,930 as at December 31, 2023 is included in short-term
borrowings as it expires on September 22, 2024. Based on the loan agreement, there is a possibility of 3 consecutive annual renewals
under certain condition.
iii. The loan of the subsidiary I&B Real Estate EAD of a total amount of €25,280 as at December 31, 2023 is included in short-term borrowings
as it expires in December 2024. The Management is evaluating the refinancing options for the loan.
Taking into consideration the refinancing of the Company’s loan concluded subsequent to December 31, 2023, the Current ratio is 1.34x.
2
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.
3
The LTV ratio is defined as the outstanding capital of borrowings divided by the investments.
4
For the calculation of LTV (Loan-to-Value) ratio, the outstanding capital of borrowings as at December 31, 2023, does not include an amount
of €46,419 which relates to the repayment of capital for bond loans of the Company, subsequent to December 31, 2023, due to t he sale of
the properties to NBG, concluded on December 21, 2023.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
11
5
Investments include the fair value of the real estate portfolio according to the valuation performed by the independent statutory valuers:
31.12.2023
31.12.2022
Investment properties
2,314,885
2,491,284
Investment properties – Held for sale Assets
101,635
46,252
Inventory Property
31,905
19,010
Owner-occupied property
11,298
10,124
Total
2,459,723
2,566,670
6
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 (31.12.2023: €13,471, 31.12.2022: €9,500).
Net Asset Value (NAV)
31.12.2023
31.12.2022
NAV
1,505,775
1,475,235
No, of shares at year end (in thousands)
255,495
255,495
NAV (per share)
5.89
5.77
From 01.01 to
31.12.2023
31.12.2022
Change %
Profit for the year
73,832
123,771
Plus: Depreciation of property and equipment and
amortization of intangible assets
505
549
Plus: Net Finance costs
73,980
42,754
Plus: Taxes
10,161
861
EBITDA
158,478
167,935
Less: Net gain from the fair value adjustment of investment
properties
(39,556)
(59,669)
Plus/ Less: Net change in fair value of financial instruments
at fair value through profit or loss
5,700
(3,975)
Less : Gain from disposal of investment properties
(4,329)
(1,367)
Less : Gain from disposal of subsidiary
(1,559)
-
Plus : Net impairment loss of non-financial assets
216
4,095
Plus : Realized Result from the disposal of investment
properties
3
98,788
7,773
Plus : Loss from acquisition of control in subsidiary
-
1,164
Plus: Adjustments in respect to investments in joint
ventures
1
4,557
1,943
Plus / (Less): Net non-recurring expenses / (income)
2
238
(1,577)
Adjusted EBITDA
222,533
116,322
91.3%
1
This amount is included in the Income Statement, in the item ‘’Share of profit of joint ventures’’ and in the Note 10 of the Financial Statements.
Specifically, it represents the total adjustments in order to be illustrated the proportion of Adjusted EBITDA from investments in joint ventures
of the Group.
2
Net non-recurring (income)/expense includes:
From 01.01. to
31.12.2023
31.12.2022
Non-recurring other income
-
(2,775)
Non-recurring legal fees
43
38
Non-recurring consulting fees
171
265
Non-recurring technical fees
-
24
Non-recurring expenses in relation to mergers
24
865
Non-recurring finance expenses
-
6
Total
238
(1,577)
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.
3
Realized Result from the disposal of investment property is the difference between the sale price and the acquisition cost of each property.
The Group's business activities include not only the purchase and lease but also the sale of properties. The Company is implementing a strategy
to restructure the composition of its portfolio in order to make it “greener” and more sustainable. At the same time, the Company continues
to divest from "mature" properties with the main objective of optimal management of its properties and the creation of an investment portfolio
adapted to current investment trends. It is made clear that the Realized Result is part of the business and general operation of the Company
and its Group, as it is now constituted, and is included in the calculation of Adjusted EBITDA.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
12
Funds from Operations (FFO)
From 01.01. to
31.12.2023
31.12.2022
Change %
Profit for the year attributable to the Company’s equity shareholders
87,082
128,646
Plus: Depreciation and Amortization
505
549
Less: Income from deferred taxes
(2,599)
(3,177)
Plus: Net impairment loss on financial assets
1,586
1,532
Plus : Net impairment loss of non-financial assets
216
4,095
Plus / (Less): Net change in fair value of financial instruments at fair
value through profit or loss
5,700
(3,975)
Less: Gain from disposal of investment properties
(4,329)
(1,367)
Plus: Loss from acquisition of control in subsidiary
-
1,164
Plus / (Less): Net loss / (gain) from modification of terms of loan
agreements
746
(649)
Plus / (Less): Net non-recurring expenses / (income)
1
838
(1,570)
Less: Net gain from fair value adjustment of investment properties
(39,556)
(59,669)
Plus / (Less): Unrealized (gain) / loss from investments in joint ventures
838
(771)
Less: Gain attributable to the non-controlling interest of the
abovementioned adjustments
(11,401)
(7,975)
FFO
39,626
56,833
(30.3) %
1
Net non-recurring expenses/(income) includes:
From 01.01. to
31.12.2023
31.12.2022
Non-recurring other income
-
(2,775)
Non-recurring legal fees
43
38
Non-recurring consulting fees
171
265
Non-recurring technical fees
-
24
Other non-recurring expenses
-
6
Expenses due to early loan repayment
-
7
Non-recurring finance expenses
600
-
Non-recurring expenses in relation to mergers
24
865
Total
838
(1,570)
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.
If the Realized Result from the disposal of investment properties is taken into account for the calculation of FFO, as
the Company's business activities include not only the purchase and lease but also the sale of properties, of an
amount of €98,788 as at December 31, 2023 and €7,773 as at December 31, 2022, FFO as at December 31, 2023
amounts to €138,414 and as at December 31, 2022 to €64,606.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
13
V. EVENTS AFTER THE DATE OF THE FINANCIAL STATEMENTS
On December 8, 2023, the Company entered into an agreement with Ascetico Ltd (member of Yoda PLC Group)
for the acquisition of the latter’s share in Mediterranean Hospitality Venture PLC (MHV) group, in which the
Company currently holds 25%, subject to receiving approval from the Cyprus Competition Commission.
On January 24, 2024, the Company concluded the acquisition of additional 55% stake in MHV for a nominal
consideration of €254,000.
MHV specializes in upscale hospitality and the development of premium residential projects. Leveraging strategic
collaborations with a network of prominent international entities in hospitality, food & beverage, and fashion,
MHV is dedicated to crafting high-end, quality destinations.
Within its distinguished hotel portfolio, MHV features Parklane, a Luxury Collection Resort & Spa, Limassol,
Nammos Limassol, LPM Restaurant & Bar, Park Tower Residences, and The Landmark Nicosia in Cyprus.
Additionally, the portfolio extends to Greece with Nikki Beach Resort and Porto Paros.
This acquisition significantly increases Company’s presence in the hospitality market, contributing to the significant
increase in the size of its portfolio in real estate sector.
Through the operational excellence of MHV and the resulting synergies across all hospitality assets of the Company
(current and prospective), the Company aspires to make MHV a leading hospitality company in Southern Europe.
On the date of the acquisition the provisional net book value of MHV amounted to €364.0 before the revaluation
of Property and Equipment and Inventory Property at fair value. The Company conducted a revaluation of Property
and Equipment and Inventory Property at fair value which resulted in an increase of €57.6 and to an additional
deferred tax liability of €9.3.
Purchase consideration
The total purchase consideration is analysed as below:
Cash paid
145,400
Deferred consideration
82,795
Contingent consideration
14,873
Total purchase consideration at fair value
243,068
An amount of €70,000, out of the cash paid, was given as an advance payment on December 8, 2023 and is included
in other long-term assets in the Statement of Financial Position as at December 31, 2023 (Note 11), while an
amount of €75,400 was paid on the same day.
The deferred consideration (nominal amount €90,000) will be paid in 3 installments within 24 months after the
transaction completion date, as defined in the purchase and sale agreement. It is presented in present value and
has been discounted at the Company's weighted average borrowing rate (2.14% plus 3-month Euribor).
The contingent consideration (nominal amount €18,600) relates to the possibility of building permits issuance on
the Porto Paros plots and has been weighted taking into account the probability of completion according to
management's estimates. It is presented in present value and has been discounted at the Company's weighted
average borrowing rate (2.14% plus 3-month Euribor).
Up to December 31, 2023, the expenses related to acquisition amounted to €415 and are included in "Direct
property related expenses" in the Income Statement.
The acquisition was accounted for as a business combination and the Company now holds a 80% stake in MHV.
The book value of the existing equity interest (25%) in the MHV amounted to €100,989 and will be remeasured at
fair value on January 24, 2024 with the finalization of the Purchase Price Allocation process.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
14
The above figures are subject to the completion of the Purchase Price Allocation process which is in progress on
the date of the issuance of the Financial Statements. The result of the Purchase Price Allocation process will be
reflected at the Group’s interim financial statements as at June 30, 2024 and will be finalized within 12 months
from the date of the acquisition in accoedance with IFRS 3 "Business Combinations".
On January 24, 2024, the Company entered into an interest rate cap for an amount of €350,000, with one year
tenure.
On January 30, 2024, the sale of the shares of the joint venture EP Chanion S.A. was concluded, which had been
classified as held for sale in the Statement of Financial Position as at December 31, 2023 (Note 15 on the Financial
Statements). The total consideration amounted to €6,782, taking into account the company's assets and liabilities,
while the consideration attributable to the Company, in proportion to its shares in EP Chanion S.A. amounted to
€2,713.
On February 5, 2024, the Company concluded the disposal of a property at Galinis, Potamou street and National
Athens-Lamias road, in Kifissia, Attica. The total consideration amounted to €3,000 while the book value amounted
to €2,338. The property had been classified as assets held for sale in Statement of Financial Position of the Group
and the Company as at December 31, 2023 (Note 15 on the Financial Statements).
On February 7, 2024, the Company completed the disposal of 18 properties, in the context of the Memorandum -
Private Agreement that had signed with NBG. The disposal consideration amounted to €39,210 while the book
value of the properties at the date of the disposal amounted to €39,339. The property had been classified as assets
held for sale item in the Statement of Financial Position as at December 31, 2023 (Note 15 on the Financial
Statements).
On February 19, 2024, the Company concluded the disposal of a property at 181 Filis and Kolokotroni street, in
Kamatero, Attica. The total consideration amounted to €240 while the book value amounted to €233. The property
had been classified as assets held for sale in the Statement of Financial Position as at December 31, 2023 (Note 15
on the Financial Statements).
On February 19, 2024, the MHV company completed the disposal of its participation (50%) in the Aphrodite Hills
Resort company, for a consideration of €30,000, which amount was collected on the same day.
On February 29, 2024, the Company completed the acquisition of land plot in Marousi, Attica. The consideration
for the acquisition amounted to €9,000 out of which an amount of €1,500 has already been received as a
prepayment, in the context of an agreement signed during 2023. Their fair value according to the valuation
performed by the independent statutory valuers, amounted to €10,256.
On March 6, 2024, the Company concluded the disposal of a property at 3, Ag. Glikerias street, in Galatsi, Attica.
The total consideration amounted to €1,100 while the book value amounted to €907. The property had been
classified as assets held for sale in the Statement of Financial Position as at December 31, 2023 (Note 15 on the
Financial Statements).
On March 7, 2024, the Company proceed with the acquisition of the 100% of the shares of DIGMA EPENDITIKI S.A.
(hereinafter "DIGMA"). Based on the Private Agreement-Resolution Agreement signed on 5.8.2022 between
DIGMA, its creditors, the sellers and the Company, the consideration of the shares amounted to €3 (amount in €).
DIGMA owned a vacant office property and a mixed-use property, mainly retail property and offices, partially
leased, in Athens. On March 7, 2024, the Extraordinary General Meeting of the sole shareholder of DIGMA decided
to increase the company's share capital by €20,000 by issuing 6,825,939 new shares with a nominal value of €2.93
each (amount in €) and the amount was paid on March 8, 2024. Based on the Reorganization Agreement, on March
8, 2024, DIGMA pays off its creditors and acquires, through the signing of a deed of early termination of a financial
leasing contract and property transfer agreement for a total consideration of €10,250, a partially leased office and
retail property, which is operationally combined with the mixed-use property already owned by the Company. The
fair value of the DIGMA property amounted to €21,426.
On March 8, 2024, the Company concluded the acquisition of a property at 166 - 172 Pireos Street for a total
consideration of €7,000 and a fair value, at the date of acquisition, amounted to €7,030.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
15
On March 8, 2024, the Company concluded the disposal of a property at 10 Navarinou Street and Leocharous
Street in Piraeus. The total consideration amounted to €3,300 while its book value amounted to €3,078.
On March 8, 2024, the Company concluded the disposal of a property at 77, Leof. Andrea Papandreou street, in
Chalandri, Attica. The total consideration amounted to €525 while the book value amounted to €515. The property
had been classified as assets held for sale in the Statement of Financial Position as at December 31, 2023 (Note 15
on the Financial Statements).
On March 15, 2024, the Company concluded the disposal of a property at 252-254, Leof. Kifisias street, in Chalandri,
Attica. The total consideration amounted to €4,207 while the book value amounted to €4,185. The property had
been classified as assets held for sale in the Statement of Financial Position as at December 31, 2023 (Note 15 on
the Financial Statements).
On March 22, 2024, the Company proceeded with the signing of a bond loan agreement for an amount of up to
€250,000 with the National Bank of Greece S.A. The bond loan has a seven-years maturity with a 3-month Euribor
rate plus a margin of 1.90% per annum. The bond loan will be used for the repayment of other existing borrowings
and to serve the Company's general business needs. On March 28, 2024, an amount of €180,000 was disbursed,
out of which an amount of €160,241 was utilized on the same day for the repayment of existing borrowings.
On March 22, 2024, the disposal of a Picasso Fund property on Viale Giulio Richard 5/7 was concluded for a total
consideration of €10,400, while its book value amounted to €10,300. The property had been classified as assets
held for sale item in the Statement of Financial Position as at December 31, 2023 (Note 15 on the Financial
Statements).
On March 29, 2024, the Company concluded the disposal of a property at 65, Andrea Papandreou Street in
Thessaloniki. The total consideration amounted to €285 while its book value amounted to €283. The property had
been classified as assets held for sale in the Statement of Financial Position as at December 31, 2023 (Note 15 on
the Financial Statements).
On April 4, 2024, the company THRIASEUS S.A. concluded the acquisition of land plots in Aspropirgos, Attica. The
land plots relates to the further expansion of the adjacent plots that have already been acquired by THRIASEUS for
the construction of a modern logistic center of approximately 100 thousand sq.m.The total consideration for the
acquisition amounted to €5,911 and the fair value, according to the valuation performed by the independent
statutory valuers, amounted to €7,063.
On April 4, 2024, the Company concluded the disposal of a property at 5 Kalomenopoulou Street in Syros. The total
consideration amounted to €2,050 while its book value amounted to €1,609. The property had been classified as
assets held for sale in the Statement of Financial Position as at December 31, 2023 (Note 15 on the Financial
Statements).
On April 18, 2024, the subsidiary CYREIT based in Cyprus sold its stake in Vanemar Properties, owner of a storage
and distribution center property in Nicosia, for a total consideration of €2,000. The company was classified as held
for sale in the Statement of Financial Position as at December 31, 2023. The book value of the property at the date
of the disposal amounted to €2,025.
There are no other significant events subsequent to the date of Financial Statements relating to the Group or the
Company.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
16
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.
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 at December 31,
2023, the Group has concentrations of credit risk with respect to cash and cash equivalents, restricted deposits
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 (31.12.2023: 33.9%,
31.12.2022: 37.4% 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 at December 31, 2023 and as at December
31, 2022 was not material and is presented in Note 12 on the Financial Statements).
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
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
17
total comprehensive income of the Group would be, by estimation, decreased by €5,394 and increased by €6,972
respectively taking into account the effect of hedging contracts.
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 at December 31, 2023 and 2022 is as follows:
Group:
December 31, 2023
Less than
1 month
1 - 3
months
3 - 12
months
12
months -
2 years
2 - 5
years
More
than 5
years
Total
Liabilities
Borrowings
8,140
67,469
348,319
57,502
898,167
151,389
1,530,986
Other long-term
liabilities
-
-
-
855
2,682
6,601
10,138
Trade and other
payables
3,875
20,014
9,722
-
-
-
33,611
Total
12,015
87,483
358,041
58,357
900,849
157,990
1,574,735
December 31, 2022
Less
than 1
month
1 - 3
months
3 - 12
months
12
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
Company:
December 31, 2023
Less
than 1
month
1 - 3
months
3 - 12
months
12
months -
2 years
2 - 5
years
More than
5 years
Total
Liabilities
Borrowings
3,055
66,936
149,187
45,920
897,166
144,891
1,307,155
Other long-term liabilities
-
-
-
500
2,087
6,020
8,607
Trade and other payables
5
11,473
6,975
-
-
-
18,453
Total
3,060
78,409
156,162
46,420
899,253
150,911
1,334,215
December 31, 2022
Less than
1 month
1 - 3
months
3 - 12
months
12
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
6,980
24,527
-
-
-
31,513
Total
2,337
19,723
180,587
242,486
461,440
436,241
1,342,814
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
18
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 at December 31, 2023 and 2022 respectively, were used for determining the related
undiscounted cash flows.
Capital risk management
The Group’s objective when managing capital is to safeguard its ability to continue as a going concern 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 based on 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, 2023 and December 31, 2022.
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Borrowings
1,327,779
1,350,000
1,118,548
1,097,079
Total assets
2,987,931
3,013,405
2,551,649
2,499,014
Gearing ratio
44.4%
44.8%
43.8%
43.9%
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, 2023 and December 31, 2022, the Group was in
compliance with this obligation. It is noted that within 2023 the Company sent waiver request, with regards to the
financial covenant “Debt Service Cover Ratio” for one bond loan of the Company, according to the provisions of
the loan agreement, which was accepted by the relevant financial institution. Within 2022 the Company sent
waiver requests, with regards to the financial covenant “Net Debt to EBITDA” for one bond loan of the Company,
according to the provisions of the loan agreements, which were accepted by the relevant financial institutions.
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 endeavors 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.
The Company 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 the Company
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 Company’s
commitment to become an exemplary leading real estate investor in its region.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
19
The Company’s responsible operation is based upon the following pillars:
• Continuous improvement of the Company’s environmental footprint, 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.
• 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: The Company operates with integrity, is fair, and rewards honesty and ethics.
• Excellence: The Company attracts and develops the best experts in each field.
• Continuous development: The Company’s 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 the Company, trust is a value built through the development of mutually respectful partnerships.
• Responsibility: The Company operates responsibly in all aspects of its activities and tries to have a positive
impact on people, the society and the environment.
• High value results: The Company set high goals. We add value to our operations and maximize value for
stakeholders.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) STRATEGY
The Company’s corporate strategy and business activities are driven by its commitment to sustainable growth,
reflected in all its operations, from its investment endeavours to its corporate responsibility initiatives. The
Company’s primary concern is to strengthen and effectively manage the positive impact of its operations,
integrating the environmental, social and corporate governance (ESG) factors in its corporate strategy.
PRODEA acknowledges that its operation has a direct and indirect economic, social and environmental impact. We
are focused on planning and implementing investments with a positive impact and generating long-term value for
our stakeholders.
The Company's vision is to draw a strategic path, committing to the highest standards of environmental, social,
and corporate governance (ESG), and a more sustainable, diverse and inclusive future.
The Company's strategic pillars are:
• Sound corporate governance
• Sustainable investments
• Environmental responsibility
• Human resources and society
SUSTAINABILITY POLICY
The Company 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 implemented 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.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
20
• 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.
BUSINESS MODEL
The business model, as 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 and construction and development
companies play a pivotal role and offer substantial assistance in the 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 sectors.
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 a 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 ensuring the health and well-being of
its users.
Customer relationships
PRODEA’s main focus is to provide high-quality services to its tenants. As such, PRODEA has a dedicated property
management department that is responsible to satisfy these needs and to promote excellent customer
relationships.
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.
Communication Channels
A series of communication channels have been made available to our stakeholders that include but are not limited
to the Company's website, commercial and informational campaigns and sponsorship/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.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
21
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.
IDENTIFYING STAKEHOLDERS AND COMMUNICATION
Open, two-way and ongoing communication with the stakeholders plays a vital role in the 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 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
• Developers
• 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 each stakeholder group. Human resources, health and safety issues related 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 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 training 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.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
22
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:
Company’s Material Issues
Corporate governance
1
(Business) ethics and integrity
2
Anti-corruption and transparency
3
Risk management
4
Economic performance & Sustainable growth
Work practices
5
Health, safety & wellbeing
6
Human rights, Diversity & equal opportunities
7
Employee training & development
Responsible Business
8
Innovation & best practices
9
Tenants engagement & satisfaction
10
Responsible supply chain
11
Sustainable financing
12
Sustainable investments
Social Responsibility
13
Returning value to the society
Environment
14
Energy efficiency & Renewable energy
15
Waste management
16
Water management
17
Greenhouse gas emissions
18
Climate adaptation & resilience
19
Indoor air quality
20
Green Building certifications
External factors
21
Covid-19 pandemic
22
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 several 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 institutional bodies in which it participates. The Company
has established and implements a "Sustainable Development" and "Environmental" Policy and has in place
the "Environment, Society and Corporate Governance (ESG) Committee" and the "Green Bond Committee".
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
23
• 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 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.
• 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 the 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 the protection of equal
opportunities as a matter of particular importance. The Company has developed and adopted a ‘Code of
Conduct & Business Ethics’ policy, 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 and 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 2023, no fines were imposed and no violation of labor laws was 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 as it implements a
responsible environmental strategy and commits to the ongoing 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 the 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:
• Compliance with all the effective legal and regulatory requirements.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
24
• 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’s portfolio.
• 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 the energy efficiency of buildings, prevent and reduce pollution, minimize the use of resources
and the emissions produced. It constantly provides all the relevant 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 (m
2
)
Building
Prodea Office Park, Peania
Office
61,672
LEED – Gold
PRODEA HQ, Athens
Office
2,912
LEED – Gold & WELL – Platinum
Telus Tower, Sofia Bulgaria
Mixed Use
54,009
BREEAM – Very Good
Element, Marousi
Office
13,894
LEED – Platinum
Moxy, Athens
Hotel
11,370
LEED – Gold
The Wave, Athens
Office
5,924
LEED – Gold
Kaizen Campus, Marousi
Office
14,309
LEED – Gold
Importex, Athens
Office
19,983
LEED – Gold
Total
184,073
Pending Certification
Building
Use
Area (m2)
Certification
Piraeus Tower, Piraeus
Mixed Use
34,518
LEED – Gold & WELL – Gold
Landmark Tower, Nicosia Cyprus
Office
26,628
LEED – Gold
Viva Wallet, Marousi
Office
20,096
BREEAM In-Use – Very Good
Hub 26, Thessaloniki
Office
30,577
LEED – Gold
Telus Tower, Sofia Bulgaria
Mixed Use
54,009
BREEAM In-Use – Very Good
Ilida, Marousi
Office
17,668
BREEAM In-Use – Very Good
Kallithea 132, Kallithea
Office
4,664
BREEAM In-Use – Very Good
Total*
134,151
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
25
*AlthoughTelus Tower is currently under certification for BREEAM In-Use, it was excluded from the total floor area
of Pending Certification list, as it was already counted in the Certified list.
The environmental performance indicators of the Company's HQ building are monitored so that the necessary
interventions are made in a timely manner to ensure the continuous improvement of its environmental
performance. These indicators are presented below:
Energy consumption & emissions CO
2e
(Scope 2)
2022
2023
Energy consumption (kWh)
289,965.60
306,697.20
Emissions CO
2e
(kg CO
2e
)
1
154,869.72
163,806.01
Corporate vehicles energy consumption & emissions CO
2e
(Scope 1)
2022
2023
Total kilometers ( km)
12,490.00
6,677
CO
2e
emissions (kg CO
2e
)
2
1,401.70
970.00
In 2022 and 2023, the Company recorded the distance travelled by company-owned vehicles as follows:
• Distance travelled and the related emitted emissions associated with the Company's business activity (Scope
1 emissions).
Scope 1 emissions for 2023 have been significantly decreased due to the renewal of the company’s vehicle fleet
and the reduction of company-owned cars in total numbers. The Company will continue to monitor the
aforementioned emissions and explore ways to improve the reported data detail and transparency.
In 2023, PRODEA Investments obtained Guarantees of Origin equal to 173.5 MWh of green electricity, accounting
for 56.6% of the total electricity consumed by the Company.
Water consumption (m
3
)
2022
2023
Water consumption (m
3
)
1,371
1,226
Waste Management / Recycling (kg)
2022
2023
Paper
478
582
Batteries
-
12
It is noted that Scope 3 emissions regarding the 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 2023, 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), improving its performance compared to the previous
year.
1
The index is calculated based on the ISO 14064-1 :2018 methodology, using the factors of the “Calculation
coefficients file for the year 2022” document as published by the Ministry of Environment and Energy and the
0.533 kg CO2 factor as published by DAPEEP.).
2
CO
2e
emissions are calculated based on the emissions (g r /km) of the Company's vehicles, under ISO 14064-1
:2018
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
26
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
Labour and human rights respect and maintaining a safe workplace are the Company’s priorities. In this context,
the Company has developed and adopted 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 behaviour, illegal acts or any action against
the 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.
As at 31.12.2023, the Group employed 55 people - 62% male and 38% female.
Human resources breakdown by gender and age
2022
2023
<30
30-50
51+
<30
30-50
51+
Men
0
23
8
0
26
8
Women
0
13
4
0
15
6
Total
0
36
12
0
41
14
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.
Employee training and development
The Company emphasises the growth and development of its people, through educational activities and programs
that promote the development of their professional and personal skills. Indicative trainings that were held during
2023 include topics like corporate governance, ESG, real estate market and real estate asset valuations.
Total training hours by
employee category
2022
2023
Male
Male
Male
Male
Female
Total
Heads of Departments /
Supervisors
127
114.5
241.5
512,5
335
847.5
Staff
254.5
122
376.5
420
111
531
Total
381.5
236.5
618
932.5
446
1,378.5
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
27
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 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
2022
2023
Lost Time Injury (LTI)
0
0
Lost Time Injury Frequency Rate (LTIFR)
0
0
Severity Rate (SR)
0
0
Corporate WELL policy
In line with the Company's emphasis on the 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.
“Structures of Responsibility” program
Over the last eight 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 a national and local level.
The program incorporates four main pillars of action, as presented below.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
28
• Society: The Company continuously invests in initiatives aimed at direct and indirect support of society and
vulnerable structures, through targeted actions, assisting in upgrading the infrastructure of charity institutions
and non-profit organizations as well as public bodies.
• Environment: The Company recognizes that the protection of the environment and the actions aimed at
mitigating climate change are a key priority for sustainable development. It therefore plans and implements
actions that have direct and indirect positive impacts 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 Greek athletes, as well as athletic events.
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 the 2023 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 35 of the Annual Financial Report for the year ended December 31, 2023.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
29
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 carbon 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 which is LEED Platinum certified) 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 the Company has joined the Global Real
Estate Sustainability Benchmark ("GRESB"), which aims to enhance values through the evaluation and promotion
of sustainability practices.
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 Plc" and through selective direct
investments in the other hospitality categories in Greece and abroad. Given that the hospitality sector in the
geographical region where the Group operates is considered a really attractive investment the Company is
enhancing its presence in this sector by acquiring, in early 2024, a majority stake and control of MHV which has
become the main investment arm for investing in hospitality real estate assets. The Company aspires to make MHV
a leading hospitality company in Southern Europe and to offer for the first time the opportunity for investors,
through Prodea, a company listed on the Athens Exchange, to get exposure into this exciting and fast growing asset
class.
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.
During the fiscal year 2023 the economic environment remained volatile, with energy prices declining significantly,
but with structural inflation, despite the gradual deceleration, remaining at high levels, maintaining upward
pressure on interest rates. The main central banks estimate that there will be a reduction in interest rates during
2024. Management is closely monitors and assesses the situation in order to take the necessary measures and
adjust its business plans (if required) in order to ensure business continuity and limiting any negative impact.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
30
X. CORPORATE GOVERNANCE
1. Declaration of Compliance with the current legislative framework
This Corporate Governance Statement constitutes a special section of the Annual Report of the Board of Directors
of the Company under the name "Prodea Real Estate Investment Company Société Anonyme" and under the
distinctive title "Prodea Investments" (the "Company").
This Statement was drafted in accordance with the provisions of article 152 of Law 4548/2018, article 18 par. 3 of
Law 4706/2020 and the Hellenic Corporate Governance Code, taking into account both the Special Practices,
Recommendations and the content of Part E of the latter.
2. Compliance with the Hellenic Corporate Governance Code
The Company has adopted the Hellenic Corporate Governance Code for companies with shares listed on a stock
exchange (2021 edition). The Hellenic Corporate Governance Code was adopted at the Board of Directors' Meeting
of 06.07.2021. This Corporate Governance Code has been prepared by the Hellenic Corporate Governance Council
(H.C.G.C.), which is a body of repute standing, in accordance with the provisions of Article 17 of Law 4706/2020 in
conjunction with the Decision of the Board of Directors of the Hellenic Capital Market Commission No.
916/07.06.2021. Pursuant to the above, the Hellenic Corporate Governance Code has been posted on the
Company's Official Website.
2.Α. Deviations from the Hellenic Corporate Governance Code and justification of such deviations (based on
the "Comply or Explain" principle)
The Company, in accordance with the spirit of the drafting of the Greek Corporate Governance Code and the
necessity to fully inform the investing public, sets out in the table below the Special Practices of the Hellenic
Corporate Governance Code from which it deviates, as well as sufficient information that justifies, at this stage,
each of these deviations, as follows:
No. of Special Practice
Justification of the deviation
PART A
1.17. At the beginning of each calendar year,
the Board of Directors adopts a calendar of
meetings and an annual action plan, which is
revised according to developments and the
needs of the Company, in order to ensure the
correct, complete and timely fulfilment of its
duties, as well as the consideration of all
matters on which it takes decisions.
Convention and meeting of the Board of Directors
are conveniently accommodated when required,
according to the needs of the Company or the law,
thus ensuring the proper and timely performance of
the Board's duties and the proper and complete
information of the Board of Directors on the
operation of the Company. The Company has
formulated an annual calendar of Board meetings
and an annual action plan, which are expected to be
approved by the Board.
2.3.1. - 2.3.4. The Company has a framework
for filling positions and succession of the
members of the Board of Directors and a
succession plan for the CEO
The formation of the relevant framework is in
progress which, after being reviewed by the
Remuneration and Nomination Committee, will be
submitted to the Board of Directors of the Company
for approval.
2.4.14 The contracts of the executive
members of the Board of Directors provide
that the Board of Directors may demand the
return of all or part of the bonus awarded due
to breach of contractual terms or inaccurate
financial statements of previous years or
generally on the basis of incorrect financial
data used to calculate this bonus.
The contracts of the executive members of the
Board of Directors were signed prior to the adoption
of the HCGC by the Company. However, the
Company has a Remuneration Policy in force, the
scope of which covers the members of the Board of
Directors and includes the following provision in
Paragraph 3.14: "Any additional or extraordinary
remuneration shall be refunded if, after payment, it
is proven that the performance paid resulted from
actions that were improper or inconsistent with the
application of this Remuneration Policy". Therefore,
this Specific Practice is covered by the above
provision of the Remuneration Policy.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
31
3.3. Evaluation of the Board of Directors/CEO
The collective evaluation of the Board of Directors and
the BoD Committees, along with the individual
evaluations of the BoD Chairman, and the Chairmen of
the BoD Committees and the Corporate Secretary,
were completed in FY 2023 and the individual
evaluation process for the members of the Board and
its Committees, including the evaluation of the CEO,
will be initiated in FY 2024.
3. Operating Regulations of the Company
The Company has adopted an Operating Regulation, which was drafted in accordance with the regulatory decisions
of the Hellenic Capital Market Commission and Law 4706/2020 on Public Limited Companies whose shares or other
securities are listed on a regulated market in Greece, the latest revision of which was approved by a resolution of
the Board of Directors on 22.05.2023.
A summary of the aforementioned Regulation is posted on the Company's Official Website. The Operating
Regulationis supplementary to the provisions of the Company's Articles of Association, as amended and in force
following the resolution of the Extraordinary General Meeting of the Company's Shareholders held on 19.01.2023,
which is duly posted on the Company's Official Website and on the Company's section of the General Commercial
Register (G.E.MI.).
The content of the Operating Regulation complies with the provisions of Article 14 par. 3 of Law 4706/2020. In
addition, the Operating Regulation reflect the current organisational chart of the Company, correspond to the size
and scope of the Company and includes provisions on the powers and responsibilities of the Management Bodies
and the Company's Directors.
The Company's Operating Regulation include, among others:
• The organizational and administrative structure of the Company, the objects of the Units, the duties of their
Heads and their reporting lines, the Company's Management Committees,
• The reference to the main characteristics of the Internal Control System, namely the Internal Audit Unit, the
Risk Management Unit, and the Compliance Unit,
• Procedure for recruitment of Senior Management Executives and evaluation of their performance,
• Procedure for the compliance of persons exercising managerial functions and persons closely linked to them
with the obligations arising from the provisions of Article 19 of Regulation (EU) 596/2014,
• Procedure for the disclosure of the existence of any dependency relationship between the Independent Non-
Executive Directors and persons with close links to such persons,
• Conflict of Interest Prevention and Mitigation Policy and Procedure,
• The Compliance Policy and Procedures,
• Procedure for the Management of Privileged Information and Correct Information to the Public, based on the
requirements of Regulation (EU) 596/2014,
• Policy and Procedure for the periodic evaluation of the Internal Control System,
• Training policy for the members of the Board of Directors, Directors, and other executives of the Company,
particularly those involved in internal audit, risk management, regulatory compliance, and information
systems,
• Policy and Procedure with adequate and effective communication mechanisms with shareholders, with the aim
of facilitating the exercise of their rights and active dialogue with them (shareholder engagement).
The Operating Regulation aim to regulate the organization and operation of the Company to ensure:
• Business efficiency,
• Transparency of business activity,
• Control of the Management and of the way management decisions are taken,
• Compliance with the legislation and the broader regulatory framework governing the operation of the
Company, which is listed in the Athens Stock Exchange (ATHEX).
The Operating Regulations are communicated to the Company's staff, who are required to comply with them.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
32
4. General Meeting of Shareholders
Pursuant to Article 11 of the Company's Articles of Association, as amended and in force, the General Meeting of
the Company's Shareholders is the supreme body of the Company, convened by the Board of Directors and entitled
to decide on any matter concerning the Company, in which the shareholders are entitled to participate, either in
person or through a duly authorized representative, in accordance with the legal procedure provided for in each
case.
During the meetings of the General Assembly, the Chairman of the Board of Directors shall preside temporarily.
One or two of the shareholders present or shareholder representatives appointed by the Chairman shall act as
temporary secretaries.
Shareholders -or some of them- may participate in the General Meeting remotely by audiovisual or other electronic
means, if the Board of Directors that convenes the meeting so resolves. The Board of Directors may, at its
discretion, decide that the General Meeting will not be convened at a certain place, but will be held entirely with
the participation of shareholders and other persons entitled by law to attend the General Meeting remotely by
electronic means, as provided for in article 125 of Law 4548/2018. The Board of Directors shall determine the
details for the implementation of the above, in compliance with the provisions in force and taking sufficient
measures to ensure adherence to the provisions of article 125 par. 1 of Law 4548/2018 or any subsequent provision
regulating the same matter.
5. Board of Directors
The operation of the Board of Directors of the Company is governed by its own Operating Regulations, the Articles
of Association of the Company and the Operating Regulations of the Company, a summary of which is posted on
the Official Website of the Company.
5.A. Powers and duties of the Board of Directors
The Board of Directors is competent to decide on all matters relating to the management of the Company, the
management of its assets and the general fulfilment of its purpose (with the exception of matters which by law fall
within the exclusive competence of the General Meeting), has the decision-making power on strategic issues (with
the exception of the Investment Policy and investment decisions, for which the Investment Committee of the
Company is competent) and represents the Company in court and in legal proceedings.
Matters on which the Board of Directors has the decision-making power include, but are not limited to:
• The approval of strategic and business plans and annual budgets or revisions thereof, as well as other policies
related to the implementation of the Company's business strategy.
• The approval of expenses (other than those related to investments) that exceed the amounts set from time to
time by the Board of Directors as specified in the relevant authorizations provided to the Executive BoD
Members and bodies/committees of the Company.
• The design and approval of the Company's Organizational Chart.
• Selecting and, when necessary, replacing the Company's executive leadership, as well as overseeing succession
planning.
• The performance review of the Senior Management and the alignment of the remuneration of the Senior
Management with the long-term interests of the Company and its shareholders.
• The definition and supervision of the implementation of the Corporate Governance System according to the
provisions of articles 1 to 24 of Law 4706/2020, the monitoring and periodic evaluation every three (3) Fiscal
Years of its implementation and its effectiveness, taking the appropriate actions to address any shortcomings.
• Ensuring the reliability of the Company's financial statements and data, the financial reporting systems and the
data and information disclosed, as well as ensuring the adequacy and effectiveness of the Company`s Internal
Control System, including Risk Management and Regulatory Compliance.
• Ensuring that the functions that make up the Internal Control System (Internal Audit, Compliance and Risk
Management) are independent of the business areas they control and that they have the appropriate financial
and human resources, as well as the powers for their effective operation, as required by their role. Reporting
lines and the allocation of responsibilities are clear, enforceable, and duly documented.
• Vigilance with respect to existing and potential Conflict of Interest situations between the Company on the one
hand and its Management, Board Members, or major shareholders (including shareholders with direct or
indirect power to formulate or influence the composition and conduct of the Board of Directors) and investors
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
33
on the other hand, as well as the appropriate management of such conflicts for this purpose. The Board of
Directors has established a Policy and Procedure for the Prevention and Management of Conflict of Interest
situations and has adopted a Procedure for the supervision of transactions of all parties involved, with a view
to transparency, protection of corporate interests and to ensure that the Company has an effective procedure
for compliance with relevant laws and regulations.
• Responsibility for making relevant decisions and monitoring the effectiveness of the Company's Management
system, including decision-making procedures and delegation of authorities and duties to other executives, and
the formulation, dissemination and implementation of the Company's core values and principles governing its
relations with all parties whose interests are related to those of the Company.
• The issuance of all types of bond loans other than those which by law fall within the exclusive competence of
the General Meeting.
• Ensuring that the Company's Articles of Association, codified in its current form, are posted on the Company's
Official Website.
• The compliance of the Company with the regulatory and legislative framework, as well as the internal
regulations governing the operation of the Company.
In addition, the Board of Directors:
• monitors the implementation of the corporate strategy and reviews it regularly,
• regularly reviews the main risks of the Company and the effectiveness of the Internal Control System in
managing those risks. The review shall cover all material controls, including financial and operational controls,
compliance controls, and controls over risk management systems,
• receives, through the Audit Committee of the Board of Directors and its regular contact with the Company's
Certified Public Accountants, regular updates on the proper functioning of the Internal Control System,
• evaluates the Internal Control System and the Corporate Governance System.
5.B. Composition and term of office of the Board of Directors
The Board of Directors consists of Executive, Non-Executive, and Independent Non-Executive Directors. The status
of the Directors as Executive or Non-Executive shall be determined by the Board of Directors. The Independent
Non-Executive Directors shall be appointed by the General Meeting of Shareholders of the Company, shall not be
less than one-third (1/3) of the total number of Directors and, in any event, shall not be less than two (2) (and in
the event of a fraction, rounded to the next nearest whole number). Furthermore, the Independent Non-Executive
Members of the Board of Directors meet all the Independence Requirements pursuant to Article 9 of Law
4706/2020.
The size and composition of the Board of Directors allows for the effective exercise of its responsibilities and
reflects the size, activity, and ownership of the Company.
Articles 7 to 9 of the Company's Articles of Association contain provisions regarding the size, term of office and
election of the members of the Board of Directors, as follows:
• The Board of Directors, consisting of seven (7) to eleven (11) Members, is elected by the General Meeting of
Shareholders, determining the term of office of these Members, in accordance with the provisions in force
from time to time. A legal entity may be elected as a member of the Board of Directors.
• In the event of resignation, death, or any other loss of membership of a Member, or Members, of the Board of
Directors, the remaining Members may continue to manage and represent the Company without replacing the
missing Members, provided that the number of those Members exceeds half of the number of Members as
they had before the occurrence of the above events. In any event, such Members shall not be less than three
(3).
Finally, the Board of Directors elects the Chairman from among its Members, up to two Vice-Chairmen and one
Managing Director.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
34
5.C. Composition and term of office of the present Board of Directors
The term of office of the current Board of Directors has been set to three (3) years, commencing from its election
on 08.06.2021 and is extended until the expiry of the period, within which the next Annual General Meeting must
be convened and until the relevant decision is taken. The General Meeting of 08.06.2021 elected the following ten
(10) Members of the Board of Directors, which was constituted by the Board of Directors` resolution of 08.06.2021
as follows:
Full name
Position on the Board of
Directors
Duration of the term of office of each
Member including the expiry date
Christophoros
Papachristophorou
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
Aristotelis Karytinos
Vice President B' & CEO
(Executive Director)
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
John Kyriakopoulos
Non-Executive Member
08/06/2021 - 08/06/2024
Nikolaos Iatrou
Non-Executive Member
08/06/2021 - 08/06/2024
George 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
Subsequently, the Board of Directors on 21.02.2023, having taken note of the resignation of the non-executive
member, Mr. Ioannis Kyriakopoulos, son of Polyzois, as a member of the Board of Directors of the Company and
of the Committees of the Board of Directors in which he participated, namely the Remuneration and Nomination
Committee and the Audit Committee of the Company, decided to continue its operation with the remaining
members of the Board of Directors, as elected by the Annual General Meeting of Shareholders of the Company on
08.06.2021, without replacing the missing member, in accordance with article 7 par. 4 of the Company's Articles
of Association.
Following the aforementioned decision of the Board of Directors, the Board of Directors currently has the following
composition:
Full name
Position on the Board of
Directors
Duration of the term of office of each
Member including the expiry date
Christophoros
Papachristophorou
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
Aristotelis Karytinos
Vice President B' & CEO
(Executive Director)
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
George 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
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
35
5.D. 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, upon their appointment or election and throughout their term of office, meet
the Independence Requirements, as reflected in article 9 of Law 4706/2020, as in force.
In the Immediately following table, the reasons why the Independent Non-Executive Members of the Board of
Directors meet the Independence Requirements are presented:
Full name
Justification for fulfilling the
Independence Requirements
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 influence his decisions and
independent and objective judgment in the exercise of his duties as an
Independent Non-Executive Director.
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. Does not meet any of the conditions referred to in Article 9 par. 2 of Law
4706/2020, according to which a dependency relationship could be considered
to exist.
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 influence his decisions and
independent and objective judgment in the exercise of his duties as an
Independent Non-Executive Director.
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. Does not meet any of the conditions referred to in Article 9 par. 2 of Law
4706/2020, according to which a dependency relationship could be considered
to exist.
Garyfallia 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 influence her decisions and
independent and objective judgment in the exercise of his/her duties as an
Independent Non-Executive Director.
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. The person does not meet any of the conditions referred to in Article 9 par.
2 of Law 4706/2020, according to which a dependency relationship could be
considered to exist.
According to Article 9 par. 3 of Law. 4706/2020, the Board of Directors has reviewed the fulfilment of the
Independence Requirements of the above three (3) Independent Non-Executive Members for the Fiscal Year 2023
and found, as stated above, that the Independence Requirements of Article 9 par. 1 of Law 4706/2020 are satisfied
by each one of them.
With regard to the activities of the Independent Non-Executive Members of the Board of Directors, the following
are summarized:
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
36
• The main issues of concern to the Independent Non-Executive Members, throughout the last Fiscal Year,
related mainly to the achievement of the Company's business objectives, its financial statements, the
financing of the Company and its Group, the approval of transactions with related parties in accordance with
the provisions of Law 4548/2018, the Company's regulatory compliance, ESG, corporate governance and
oversight of the remuneration and compensation received by the Executive Members.
• The Independent Non-Executive Members:
➢ participated in the meetings of the Company's Board of Directors and consulted with the Company's
executive management regarding the above issues, receiving the necessary information and information
material, supervised the actions of the Executive Members of the Board of Directors and dealt with all
issues discussed with due diligence,
➢ They participated in the Audit Committee meetings, 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 valuers of the market trend and the valuations of the Company's
portfolio and were briefed by the External Auditors, the Compliance Unit and the Company's Internal
Auditor whenever required.
➢ They participated in the meetings of the Remuneration and Nomination Committee and reviewed the
Company's Remuneration Policy, the annual remuneration report and duly approved the remuneration
to recognise the Executive Members' contribution to the results and performance of the Company's
business.
5.E. Curricula Vitae of the Board of Directors and Senior Management
It is noted that Mr. Christophoros Papachristophorou, Mr. Aristotelis Karytinos, Ms. Theresa Messari and Mr.
Athanasios Karagiannis, in addition to being Executive Members of the Board of Directors, constitute the
Company's Senior Management, as defined under the International Accounting Standards (IAS 24).
The detailed curricula vitae of the Members of the Board of Directors are set out below:
Christophoros Papachristophorou
Mr Papachristophorou serves as the Executive Chairman of the Board of Directors and Chairman of the Investment
Committee of the Company. He is also the Founder and Managing Partner of Invel Real Estate Management, a real
estate private equity company established in March 2013 with the vision to seize investment opportunities in
Southern Europe. Invel’s largest and most notable investment has been the acquisition of PRODEA Investments
from the National Bank of Greece (NBG) in 2013. Prior to Invel and PRODEA, Mr Papachristophorou was Managing
Director and Global Head of Deutsche Bank RREEF Opportunistic Investments. He boasts a long standing career
and expertise in international real estate investments where he has completed or restructured transactions
exceeding €20bn of gross asset value. He received a BSc in Economics from London School of Economics and a
master's degree from the Business School of Bocconi, Italy.
Aristotelis Karytinos
Being the CEO of the company, he has extensive experience in investment and banking activities and 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. Previously he held senior positions in the Eurobank
Group where he was Head of Real Estate of the Group, Director of Mortgage Credit and Managing Director of
Eurobank Properties REIC (later known as Grivalia Properties REIC). During his tenure in the latter, the company's
shares were successfully listed on the Athens Stock Exchange in 2006 and its share capital increase in 2007, raising
a total of approximately €450 million. In 2010, he led the founding team of NBG Pangaea REIC which was the
forerunner of PRODEA as it stands today. Dr. Karytinos holds a PhD from the University of Warwick, UK and is a
member of RICS.
Theresa Messari
Mrs Messari is the Chief Financial Officer and Chief Operations Officer of PRODEA Investments and an executive
member of its Board of Directors. She has more than 25 years of experience in real estate, having previously held
senior positions in the real estate market in the National Bank of Greece and Eurobank groups, playing an active
role in the establishment and listing on Athens Exchange of Grivalia Properies REIC, where she served as Head of
Finance, Control and Operations. In 2010, she was a founding member of the team that established NBG Pangaea
REIC, which was the forerunner of PRODEA as it stands today. She is a graduate of the Athens School of Economics
(Bsc in Informatics, specializing in analytics, design and management of information systems) with supplementary
studies in International Financial Reporting Standards.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
37
Athanasios Karagiannis
Head of Investments and Portfolio of the Company from June 2020. He is a member of the Board of Directors and
the Investment Committee and has extensive experience in investment activities and 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 over six years and started his career
working in the hotel and insurance industries. He holds a B.Sc. in Economics from the University of Athens, an MBA
from the Athens University of Economics and Business and an M.Sc. in Corporate Real Estate Strategy from Cass
Business School.
Nikolaos Iatrou
Non-executive member of the Board of Directors of the Company with a long experience (25 years) in Capital
Markets. He co-founded Hellenic Exchange SA and served as its Executive Vice President for 11 years (Corporate
Finance, Asset Management and Research). CEO 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 the Marfin Group, in Greece and Cyprus. Since 2008, he has been active in Corporate Department Restructuring,
Corporate Advisory as well as Wealth Management. He is President & Managing Director of SILK CAPITAL
PARTNERS S.A., which is active in the above mentioned areas. He is an independent member of the Board of
Directors of OPAP SA, member of the Plenary Board of the Hellenic Olympic Committee, as well as Chairman of
the Marketing Committee and life member of the Philippos Unity of Greece. He holds a degree in Business
Administration.
George Kountouris
He has extensive experience in business management and real estate investment, having served on the boards
and investment committees of various companies. He has also been Managing Director and Head of Europe at DLJ
Real Estate Capital Partners of Credit Suisse, Managing Director and Co-Head of the Real Estate Private Equity
Group of Deutsche Bank, Assistant Director and Co-Founder of the Real Estate Finance Group at Lazard Brothers
& Co Ltd. and Vice Chairman of Salomon Brothers. He holds a B.Sc. in Civil Engineering from Athens Polytechnic
University, an MBA from Harvard University and a Ph.D. in Civil Engineering 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 Forecasting 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 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 the International Journal of Forecasting. He has
authored and co-authored twenty-seven books and more than 360 articles. His Google Scholar citations total
35,000 and he is the founder of the Makridakis World Forecasting Contests. Dr. Makridakis holds a bachelor’s
degree (BBA) in Business Administration from the University of Piraeus and an MBA and Ph.D. from New York
University.
Dr. Prodromos Vlamis
It's Professor of "Financial Analysis and Real Estate Economics" at the Department of Economics, School of
Economics, Business and International Studies, University of Piraeus, with 20 years of research/teaching and
professional experience in Real Estate Management at universities in Greece and abroad. He has also worked as a
Research Partner at the Graduate School of Design, Harvard University, USA (holder of the Harold A. Pollman
Fellowship in Real Estate and Urban Development), Senior Research Partner (holder of The Ministries of Economy
& Finance Senior Research Fellowship) at the Greek Observatory, London School of Economics & Political Science
in the UK and was appointed Lecturer in Finance at the Department of Land Economy, University of Cambridge. He
is a graduate of the Department of International & European Economic Studies, Athens University of Economics
and Business, has an M.Sc. in Economics (University of York), an M.Phil. in Real Estate Economics (Emmanuel
College - University of Cambridge) and a Ph.D. in Financial Analysis of the Real Estate Market (Emmanuel College -
University of Cambridge).
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
38
Garyfallia (Litsa) Spyriouni
Business executive with long and varied experience in the fields of finance, tax and audit, in large organisations
and internationally. She currently holds the position of Group Tax Director of the Coca Cola Hellenic Bottling
Company (CCH) Group. Previously, she has held the position of 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. She is a graduate of the Athens University
of Economics and Business (ASOEE) and a Certified Public Accountant (CPA(GR), SOEL) with professional training
in business administration.
5.F.I. Meetings of the Board of Directors
The Board of Directors shall hold its meetings in the following places, apart from the Company's headquarters:
• in Greece: in the municipalities of the prefecture of Attica and the prefecture of Thessaloniki,
• abroad: in London, United Kingdom, Rome, Italy and Milan, Italy.
The Board of Directors may meet by videoconference or conference call or by other means of communication
which enable all persons participating in the meeting to hear each other, and in accordance with the relevant
legislation.
During the Fiscal Year 2023, a total of twenty-five (25) meetings of the Board of Directors were held. The table
below shows the attendance of the Directors at such meetings as follows:
Full name
Number of meetings
which took place
during the
their term of office
(within 2023)
Number
meetings that
Participated
Percentage
presence
Number of
meetings that the
member was
represented
Comments
Christophoros
Papachristophorou
25
24
96%
1
-
Spyridon
Makridakis
25
25
100%
0
-
Aristotelis
Karytinos
25
25
100%
0
-
Theresa Messari
25
25
100%
0
-
Athanasios
Karagiannis
25
25
100%
0
-
Ioannis
Kyriakopoulos
1
1
100%
0
Member until
20.02.2023
Nikolaos Iatrou
25
23
92%
2
-
George
Kountouris
25
24
96%
1
-
Prodromos
Vlamis
25
25
100%
0
-
Garyfallia
Spyriouni
25
25
100%
0
-
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
39
5.F.II. Activities of the Board of Directors during the Fiscal Year 2023
During the Fiscal Year 2023, the Board of Directors of the Company undertook a number of important actions,
decisions and initiatives that had a decisive impact on the course and development of the Company.
This is followed by a concise review of the Board's activities, highlighting the main strategic and management
decisions and the innovative policies adopted. This is a review that aims to provide a transparent and
comprehensive picture of the Board's actions, while highlighting its contribution to corporate development and
the strengthening of the Company’s Corporate Governance culture.
In this context, the Board of Directors, among other things, proceeded with:
• the approval of the Investment Statement,
• the discussion on the assessment of the adequacy and effectiveness of the Internal Control System ("ICS"),
• the evaluation of the Risk Management Unit's performance for the Fiscal Year 2022,
• the review of the Risk Management Unit's annual action plan for the Fiscal Year 2023,
• the evaluation of the activities of the Compliance Unit for the Fiscal Year 2022,
• the review of the Compliance Unit's annual action plan for the Fiscal Year 2023,
• the independence of the Independent Members of the Board of Directors,
• the approval of the Annual Financial Report for the year ended on 31 December 2022,
• the proposal to the General Meeting of Shareholders for the distribution of profits for the Fiscal Year 2022,
• the election of a firm of Certified Public Accountants for the audit of the financial statements for the Fiscal Year
from 01.01.2023 to 31.12.2023,
• the appointment of independent valuers for the Fiscal Year 2023 in accordance with par. 7 of article 22 of Law
2778/1999,
• the approval of the remuneration of the members of the Board of Directors of the Company for the Fiscal Year
2022,
• the approval of the Remuneration Report of the Members of the Board of Directors for the Fiscal Year 2022,
• the convening of an Ordinary General Meeting of the Company's Shareholders,
• the amendment of the Operating Regulations of the Investment Committee,
• the appointment of a new member to the Investment Committee of the Company,
• the discussion on the Internal Audit Unit Activity Report for the period 01.01.2023 - 31.03.2023,
• the approval of the Investment Statement of 30.06.2023,
• the approval of the Interim Individual and Consolidated Financial Statements,
• the preparation of the Half-Yearly Management Report of the Board of Directors of the Company on the
Condensed Financial Statements,
• the evaluation of the Board of Directors and its Committees,
• the self-assessment of risks and control mechanisms,
• the appointment of a candidate for Head of Risk Management Unit,
• the approval of the Whistleblowing Policy and Procedure of Prodea Investments and its Group (Group
Whistleblowing Policy & Procedure).
5.G. Suitability of the Members of the Board of Directors
5.G.I. Suitability Policy for Board Members
The Company applies a Suitability Policy for the Members of the Board of Directors, which has been prepared 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 was approved by the decision of the Annual General Meeting of the Company's
Shareholders on 08/06/2021 when it came into force.
This Policy is posted on the Company's Official Website.
The scope of the Suitability Policy covers the Executive and Non-Executive Members of the Board of Directors of
the Company, including the Independent Non-Executive Members of the Board of Directors, as well as the
Alternate Members pursuant to article 81 of Law 4548/2018.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
40
The purpose of the Suitability Policy is to ensure the quality of staffing, effective operation, and fulfilment of the
role of the Board of Directors based on the overall strategy and the medium-term business objectives of the
Company with the aim of promoting the corporate interest.
The current Suitability Policy is a) in line with the provisions of the Company's Operating Regulations and the
Hellenic Corporate Governance Code, which the Company adopts and applies b) in line with the Guidelines of the
Hellenic Capital Market Commission and the corporate culture c) clear and adequately documented. The Suitability
Policy is governed by the principles of transparency and proportionality, while promoting diversity, meritocracy,
and efficiency, both in the selection of Board Members and during their term of office. In drawing up the Suitability
Policy, consideration was given to, inter alia, the size, internal organisation, risk appetite, the nature, scale, and
complexity of the Company's activities, as well as any other elements specific to the Company. The Suitability Policy
takes into account the specific description of the responsibilities of each Director, his/her participation in
Committees, if any, the nature of his/her duties (i.e. whether he/she is an Executive or Non-Executive Director),
his/her designation as an Independent Non-Executive Member, as well as specific characteristics linked to the
nature of the Company's business.
The Remuneration and Nomination Committee shall recommend to the Board of Directors persons of good
character and reputation, who have the experience required for the duties and role they undertake and sufficient
time to perform their duties.
When appointing the Members of the Board of Directors, the Remuneration and Nominations Committee, with
the assistance of the Secretary of the Board of Directors, obtains the written confirmation of the Members that
they accept in their entirety the policies, procedures and other internal regulations of the Company and are bound
by them. In this context, the selection of appropriate methodological tools ensures that the prospective Board
Members are aware of the Company's corporate culture, values, and general strategy, among other things, before
taking up their position and during their term of office.
Furthermore, the Members of the Board of Directors are informed regarding business developments and the major
risks to which the Company is exposed, as well as any changes in legislation and the market environment in which
the Company operates. To this end, they maintain regular contact with the Company's Senior Management
through presentations by the heads of the Company's Directorates and Services.
The suitability of the members of the Board of Directors is reviewed, either periodically or on a case-by-case basis,
in the context of the operation of the Corporate Governance System and in accordance with the specific applicable
rules. In any case, the Remuneration and Nomination Committee monitors the suitability of the Board Members
on an ongoing basis, to identify, in the light of any relevant new event, cases in which it is deemed necessary to
reassess their suitability.
5.G.II. Diversity Practices and Criteria
The Company is committed to respecting and ensuring diversity and equality of opportunity for all Board Members
and nominees, Senior Management and all employees and candidates at all levels of the hierarchy regardless of
race, colour, religion, creed, ancestry, gender, sexual orientation, age, disability, marital status, or any other
characteristic protected by law and expressly prohibits any discrimination or harassment based on these factors.
All decisions concerning recruitment, promotion, training, performance appraisal, pay and benefits, disciplinary
misconduct and dismissal are free from any unlawful discrimination. It is noteworthy that there have been no
incidents of discrimination in the Company's workplace, and that there is a satisfactory gender balance in the
Company's workforce.
The constructive use of diversity, the respect and value of individual differences and the creation of a fair and
meritocratic working environment for all employees without exception is a key element for the Company to
achieve its strategic objectives and growth. In line with the principle of diversity, the Company's Board of Directors
collectively possesses the knowledge, skills and experience required to carry out its responsibilities. At the same
time, there is diversity in terms of age and adequate representation by gender, in accordance with the provisions
of Law 4706/2020 (25% of the total number of Board Members, rounded to the previous whole number when
calculating).
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
41
The current composition of the Board of Directors gives the advantage of a diversity of views, concerns, questions,
and experiences that contribute to good decision-making.
5 .G.III. Evaluation of the Board of Directors
In compliance with the provisions of Law 4706/2020 and the Hellenic Corporate Governance Code, the Company
has established and applies a Policy and Procedure for the Evaluation of the Members of the Board of Directors
and its Committees.
The Policy was approved by the decision of the Board of Directors of the Company dated 05.12.2023, following the
recommendation of the Remuneration and Nomination Committee and came into force.
The Policy and Procedure set the framework for conducting the overall performance evaluation of the Board of
Directors, its Committees, as well as the Chairman of the Board of Directors, the Chairmen of the Board
Committees and the Company Secretary on an individual basis. The objective of the Evaluation Policy and Process
is to identify actions that the Board may take to further develop knowledge, skills and competencies, adding
greater value to the Company. In addition, through the evaluation of the effectiveness of the Board Committees,
the contribution of the Board Committees to the constructive fulfilment of its mission is assessed and evaluated.
The evaluation procedures and the frequency with which they are implemented aim to identify in a timely manner
areas that may need improvement, to provide appropriate information and initiate actions to ensure the effective
functioning of the Board and its Committees and monitoring the appropriate implementation of such actions.
This process is chaired by the Chairman of the Board of Directors in cooperation with the Remuneration and
Nomination Committee.
The Board of Directors and its Committees are evaluated annually as a body based on criteria of collective
suitability and the effective performance of their duties.
Among other things, the performance of the Board of Directors and its Committees is evaluated, in particular with
regard to:
- strategy and risk management,
- adequate understanding of the areas for which members are collectively responsible; and
- existence of the necessary skills of the members to exercise effective management and supervision of the
Company, in reference to:
▪ its business activity and the main risks associated with it,
▪ strategic planning,
▪ the financial reports,
▪ compliance with the legislative and regulatory framework,
▪ understanding of corporate governance issues,
▪ the ability to identify and manage risks,
▪ the impact of technology on its activity,
▪ adequate gender representation.
The Chairman of the Board of Directors is also evaluated by the rest of the members of the Board of Directors. This
evaluation concerns the examination of the appropriate fulfilment of the role and duties of the Chairman, as
defined in the Articles of Association and the Company's Operating Regulations (e.g. directing the work of the
Board of Directors, facilitating effective contribution of members to the work of the Board of Directors, etc.), taking
into account additional criteria relating to the knowledge, specific skills and abilities required for the effective
performance of his duties. Indicatively, the assessment of the Chairman of the Board of Directors covers areas such
as his leadership skills, his authority and his relations with the other Board Members, the effective conduct of
Board meetings and other matters related to his responsibilities.
The evaluation of overall performance is carried out using questionnaires completed by all members of the Board
of Directors. An exception is the completion of questionnaires concerning the performance of each Board
Committee separately, which are completed only by the members of each respective Committee.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
42
Upon completion of the process of collecting and processing the evaluation data, a summary report is prepared,
which includes the results of the self-assessment of the overall performance of the Board of Directors and its
Committees. This report shall be submitted for discussion to the Board of Directors, which, after being informed
by the Remuneration and Nomination Committee of the results of the evaluation, shall decide on any further action
that may be deemed appropriate to address any identified weaknesses and draw up a relevant action plan. If
specific actions are decided following the evaluation, the Remuneration and Nominations Committee shall ensure
and monitor their appropriate implementation.
The Company may assign the evaluation process to an external consultant (at least every three years), who may
participate in meetings of the Board of Directors and the Board Committees as part of the external evaluation
process.
The Company, following the recommendation of the Remuneration and Nomination Committee, has engaged an
external consultant to coordinate and support the collective evaluation process of the Board of Directors for the
Fiscal Year 2023 as described above. This evaluation process was completed during the Fiscal Year 2023 and a
review of the results showed that the Board Members have a positive view of the effective functioning and
performance of the Board, its Committees, their Chairmen and the Company Secretary. At meetings of the
Remuneration and Nomination Committee and the Board of Directors, both the detailed results of the above
evaluation and specific proposals for further improving the performance of the Board and its Committees were
discussed in detail.
5.G.IV. External professional commitments of the Members of the Board of Directors
In accordance with the Company's current Directors' Suitability Policy, all Directors devote the necessary time and
resources to ensure that they respond satisfactorily to the needs of the Board of Directors and perform their duties
effectively.
In determining the adequacy of time, the status and responsibilities assigned to each Board Member, the number
of positions held in Boards of Directors of other companies, other positions held by the Member at the same time,
as well as other professional or personal commitments and circumstances are considered.
Each prospective Board Member shall be informed of the expected time required to devote to his/her duties and
to meetings of the Board of Directors of the Company and any other Committees in which he/she participates as
a member.
The table below reflects the current external professional commitments of the Board Members for the Fiscal Year
2023, as follows:
Full name
Name of Legal Entity
Property
Partner /
Shareholder
Christophoros
Papachristophorou
Invel Real Estate Management (Cyprus) Ltd
Invel Real Estate Management Ltd
lnνel Real Estate Partners Two Limited
lnνel Real Estate Management (ltaly) Srl
lnνel Lennon lnνestment Ltd
MHV Mediterranean Hospital Venture Plc
1
Aphrodite Hills Resorts Limited Anchorline
Holdings Limited
Invel RE Holdings (Cyprus) Limited
Director
NO
lnνel Real Estate Carry Two LLP lnνel Real
Estate Carry Three LLP lnνel Real Estate
Carry Four LLP
LLP Designated
Member
NO
Spyridon Makridakis
N/A
N/A
N/A
1
The company is part of a joint venture of Prodea Investments
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
43
Aristotelis Karytinos
Association of Institutional Investors
Second Vice
Chairman of the
Board of Directors
NO
PROPINDEX REAL ESTATE INDEX COMPANY
LIMITED BY SHARES
President
NO
MHV Mediterranean Hospitality
Venture Plc
1
.
Director
NO
Investment Chania S.A.
2
.
Chairman of the
Board of Directors
NO
Piraeus Tower S.A.
3
.
Chairman of the
Board of Directors
NO
Theresa Messari
N/A
N/A
N/A
Athanasios
Karagiannis
Invel Greece SINGLE MEMBER COMPANY
LIMITED BY SHARES
Chairman of the
Board of Directors
& Chairman &
CEO
NO
ANTHOS PROPERTIES SINGLE MEMBER
LAND COMPANY LIMITED BY SHARES
Chairman of the
Board of Directors
& Chairman &
CEO
NO
MHV Mediterranean Hospitality
Venture Plc
4
Director
NO
Nikolaos Iatrou
SILK CAPITAL PARTNERS S.A.
Managing
Director
YES (90.20%)
Hellenic Olympic Committee
Member of the
Plenary and
Chairman of the
Marketing
Committee
NO
TORA E-WALLET
Independent
Board Member
NO
George Kountouris
Eudora Fund 2
Member of the
Investment
Committee
NO
Assets & Technologies Limited
Director
YES (100%)
55/57 Cadogan Square Freehold Ltd
Director
YES (28%)
Invel Real Estate Management (Jersey)
Limited
Member of the
Board of Directors
NO
Prodromos Vlamis
Centre for Planning and Economic Research
Member of the
Board of Directors
NO
1
The company is part of a joint venture of Prodea Investments
2
The company is part of a joint venture of Prodea Investments
3
The company is part of a joint venture of Prodea Investments
4
The company is part of a joint venture of Prodea Investments
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
44
Engineering Fund for Public Works
Contractors
Full Member, Risk
Management
Committee
NO
Garyfallia Spyriouni
Coca-Cola HBC Holdings BV
1
Director
NO
CC Beverages Holdings II BV
2
Director
NO
Coca-Cola HBC Finance BV
3
Director
NO
Coca-Cola HBC Sourcing BV
4
Director
NO
dCommerce Solutions BV
5
Director
NO
CCB Management Services GmbH
6
Authorised
representative
NO
Coca-Cola Hellenic Bottling Company
Bulgaria AD
7
Director
NO
AS Coca-Cola HBC Estonia
8
Supervisory Board
Member
NO
Coca-Cola HBC Greece SAIC
9
Director/Chair of
the Board of
Directors
NO
Brewinvest S.A.
10
Director
NO
CCHBC Ventures BV
11
Director
NO
5.H. Remuneration of the Members of the Board of Directors
5.H.I. Remuneration Policy of the Members of the Board of Directors
The remuneration of the Members of the Board of Directors is set out in the Remuneration Policy approved by the
Annual General Meeting of 07.06.2022, which is posted on the Company's Official Website. It is valid for four (4)
years, subject to its earlier revision, in which case it is submitted for approval at the next General Meeting of the
Company.
The Remuneration Policy has been established in compliance with the provisions governing Public Limited
Companies with shares listed on a regulated market, Public Limited Companies for Real Estate Investment (REICs)
in accordance with the provisions of Law 2778/1999, the Public Limited Liability Companies of Alternative
Investment Funds Management Organizations that are domiciled in Greece and have been licensed by the Hellenic
Capital Market Commission in accordance with the provisions of Law 4209/2013, as well as the general regulatory
framework to which the Company is subject.
The purpose of the Policy is to align the interests of the Board Members with the interests of the Company's
shareholders, while taking into account the salary and working conditions of the Company's employees. This Policy
also contributes to the creation and maintenance of long-term commercial and business value, to the formulation
of business strategy, to serving the long-term interests and sustainability of the Company through benefit packages
and incentives provided for and targeted in the Policy:
1
A Coca-Cola HBC AG Group company
2
A Coca-Cola HBC AG Group company
3
A Coca-Cola HBC AG Group company
4
A Coca-Cola HBC AG Group company
5
A Coca-Cola HBC AG Group company
6
A Coca-Cola HBC AG Group company
7
A Coca-Cola HBC AG Group company
8
A Coca-Cola HBC AG Group company
9
A Coca-Cola HBC AG Group company
10
A Coca-Cola HBC AG Group company
11
A Coca-Cola HBC AG Group company
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
45
• attracting and retaining top executives from Greece and abroad,
• preventing or minimising Conflict of Interest situations,
• the correct and effective diagnosis and management of risks related to the achievement of the Company's
business activities,
• ensuring fair pay.
In particular, the remuneration of the Members of the Board of Directors, including the Chief Executive Officer, is
approved by the General Meeting of Shareholders of the Company, in accordance with the law and, where
required, upon the recommendation of the Remuneration and Nomination Committee submitted by the Board of
Directors of the Company.
The remuneration of the Executive Directors includes, in addition to fixed remuneration, non-monetary
remuneration and variable remuneration, which is linked to the performance and development of the individuals
concerned, as well as the financial results of the Company, its intrinsic value, the value of its portfolio and, in
general, the overall financial situation of the Company. Other benefits may be granted where deemed necessary
and are offered at the discretion of the Company, which reserves the right to modify or revoke them at any time
as deemed necessary.
The Non-Executive Members of the Board of Directors are remunerated with a fee for their participation in the
meetings of the Board of Directors and the meetings of its Committees. This remuneration is fixed and reflects
their time with the Company and the scope of their duties and responsibilities. The Company may pay variable
remuneration to the Non-Executive BoD Members. The Company may reimburse business expenses of a
reasonable amount incurred by the Non-Executive Members in the performance of their duties. Such expenses
include, but are not limited to, travel and accommodation expenses for attending Board meetings and other
business activities of the Company, which shall be charged in accordance with the Company's Expense Policy from
time to time.
The Independent Non-Executive Members of the Board of Directors of the Company receive only fixed
reimbursements to avoid conflicts of interest. In any case, any remuneration paid to them does not affect their
independence requirements. Independent Non-Executive Members are not entitled to any remuneration linked
to their performance. They do not participate in any bonus or incentive schemes and are not granted any additional
remuneration, stock options or compensation linked to their performance or length of service on the Board of
Directors of the Company.
5.H.II. Report on the Remuneration of the Members of the Board of Directors
The Company, during the Fiscal Year 2023, prepared a Remuneration Report, the content of which is in accordance
with the requirements of article 112 of Law 4548/2018. The Report contains a comprehensive overview of all the
remuneration regulated in the Remuneration Policy for the Fiscal Year 2022.
The Remuneration Report was submitted to the Board of Directors for approval and subsequently submitted to
the Annual General Meeting of 13.06.2023 for discussion and advisory vote of the shareholders, which was
received.
The full text of the Report is posted on the Company's Official Website and will remain available to the public there
for a period of ten (10) years in accordance with paragraphs 4 and 5 of article 112 of Law 4548/2018.
The Remuneration Report for the Fiscal Year 2023 will be posted at a later date on the Company's Official Website
for discussion and advisory vote by the Annual General Meeting of Shareholders to be held in 2024.
5.H.III. Number of shares of the Company held by Members of the Board of Directors and Senior Management
First of all, it is noted that Mr. Christophoros Papachristophorou, Mr. Aristotelis Karytinos, Ms. Theresa Messari
and Mr. Athanasios Karagiannis, in addition to being Executive Members of the Board of Directors, constitute the
Company's Senior Management, as defined under the International Accounting Standards (IAS 24).
Subsequently, the table below shows the number of shares held by the Members of the Board of Directors and as
previously mentioned, by the Senior Management as of 31/12/2023:
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
46
Full name
Property
Number of
Shares
Company Share
Christophoros
Papachristophorou
Chairman of the Board of Directors
(Executive Member)
-
-
Spyridon Makridakis
Vice President A', Independent
Non-Executive Member
-
-
Aristotelis Karytinos
Vice President B' & CEO (Executive
Director)
556 Shares
0,0002%
Theresa Messari
Executive Member
555 Shares
0,0002%
Athanasios Karagiannis
Executive Member
-
-
John Kyriakopoulos
Non-Executive Member
-
-
Nikolaos Iatrou
Non-Executive Member
-
-
George Kountouris
Non-Executive Member
-
-
Prodromos Vlamis
Independent Non-Executive
Member
-
-
Garyfallia Spyriouni
Independent Non-Executive
Member
-
-
6. Committees of the Board of Directors
6.A. Audit Committee
6.A.I. Introduction
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:
• safeguarding the integrity of the financial reporting process by overseeing the timely preparation of complete,
reliable, and accurate financial statements that reflect the financial position of the Company and the Group,
• ensuring the independent, objective, and effective conduct of the Company's internal and external audits and
to facilitate communication between the auditors and the Board of Directors,
• ensuring and overseeing the development and implementation of an appropriate and effective Internal Control
System for the Company and its Group,
• overseeing the effectiveness and performance of the Internal Audit, Compliance and Risk Management Units,
• ensuring and supervising compliance with the institutional, regulatory, and legal framework governing the
operation of the Company and its Group.
6.A.II. 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:
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
47
a. 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 evaluate 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.
b. 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 a proposal to the Board of Directors,
▪ Review and pre-approval of the provision of permitted non-audit services by the Company's external auditor,
▪ Examination 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,
▪ An 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 auditors’ 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 carried out and includes at least what is required by Article 11 of Regulation (EU) 537/2014,
▪ Informing the Board of Directors of 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
resources,
▪ Receive, review and approve the annual or periodic audit plan 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 context 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,
▪ Update from the Internal Audit Unit on the progress of the implementation of corrective actions for all
identified audit findings,
▪ Examination and approval of the Internal Audit Unit's Operating Regulations and submission to the Board of
Directors,
▪ Review and approval of 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 within his/her responsibilities.
d. Internal Audit, 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 Regulation of the Compliance Unit and submission of the Regulation to the Board
of Directors,
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
48
▪ 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 Action Plan of the Compliance
Unit,
▪ Receiving and evaluating the Annual Report of the Company's Compliance Unit and informing the Board of
Directors,
▪ Ensuring the independence of the Compliance Unit,
▪ Review the management of the Company's principal risks and uncertainties and monitor their periodic review,
▪ Receiving and evaluating quarterly reports from the Risk Management Unit,
▪ Receiving and evaluating the Risk Management Unit's Activities for the current year,
▪ Evaluation of the work of the Risk Manager,
▪ Monitoring the implementation and effectiveness of the Company's Code of Professional Ethics and Conduct,
▪ Monitoring the implementation of the Policy for the prevention and management of conflicts of interest,
▪ Submitting proposals to the Board of Directors to address the weaknesses identified in the Company's Internal
Control System and monitoring the implementation of the corrective measures decided,
▪ Examination of any findings arising from Regulatory Authority audits.
6.A.III. Terms of Operation of the Audit Committee
The Committee shall meet regularly at least four (4) times a year or at special meetings whenever the need arises,
shall keep minutes of its meetings and shall report to the Board of Directors quarterly or at shorter intervals as
deemed appropriate.
The President of the Commission determines the subjects to be discussed, the frequency and duration of the
meetings and ensures that the Commission carries out its tasks effectively.
The Committee shall consider any matter referred to it by the Chairman of the Board of Directors or the Board of
Directors, and the Chairman of the Committee shall report to the Board of Directors after the relevant meeting of
the Committee. The Committee shall keep a record of the minutes of its meetings, in which its decisions are
recorded and signed by its Members, in accordance with Article 93 of Law 4548/2018.
6.A.IV. Composition of the Audit Committee
The Committee is composed of at least three (3) Members, appointed by the Board of Directors, when it is a
Committee of the Board, or by the General Meeting of the Company's shareholders when it is an Independent
Committee. The determination of the type of Committee, the term of office, the exact number and the qualities
of its Members shall be made by the General Meeting of Shareholders of the Company prior to the election of the
specific persons who shall comprise it. The majority of the Members of the Committee shall be independent of the
Company in accordance with applicable law.
6.A.V. Composition and term of office of the present Audit Committee
The term of office of this Committee was determined by the Annual General Meeting of Shareholders of
08.06.2021 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.
The Members of the Committee were appointed by the Board of Directors of the Company at its meeting on
08.06.2021 and the Committee was constituted at its meeting on 08.06.2021.
Full name
Property
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
Garyfallia Spyriouni
Member
Independent Non-Executive Member
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
49
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, since 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 article 44 par. 1 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, Independent Non-Executive Member of the Board of Directors of the Company, as its Chairman, in
accordance with the provisions of article 44 par. 1 of Law 4449/2017, the Operating Regulations of the Audit
Committee and the Circular of the Directorate of Listed Companies of the Hellenic Capital Market Commission
under Protocol No. 1508/17.07.2020. Within this framework. It was reconstituted as follows:
Full name
Property
Position on the Board of Directors
Spyridon Makridakis
President
Vice President A', Independent Non-Executive Member
Prodromos Vlamis
Member
Independent Non-Executive Member
Garyfallia Spyriouni
Member
Independent Non-Executive Member
The Members of the Audit Committee, who are all independent non-executive members of the Board of Directors,
have sufficient knowledge in the business field in which the Company operates, are independent from the
Company, within the meaning of the provisions of Law 3016/2002 and Law 4706/2020. Ms. Garyfallia Spyriouni
has the required by law (article 44, paragraph 1 of Law 4449/2017) sufficient knowledge in auditing and/or
accounting and therefore continues to be the Member of the Audit Committee who has the required sufficient
knowledge in auditing and accounting. Ms. Garyfallia Spyriouni, as an Independent Non-Executive BoD Member of
the Company, is required to attend the meetings of the Audit Committee related to the approval of the financial
statements.
The Audit Committee continued to operate with the above composition until the Annual General Meeting of the
Company on 13 June 2023, which was informed of the resignation of Mr. Ioannis Kyriakopoulos and subsequently
confirmed that the Audit Committee of the Company will continue to be a Committee of the Board of Directors,
consisting of three (3) Independent Non-Executive Members of the Board of Directors for the remainder of its term
of office.
6.A.VI. Evaluation of the Audit Committee
As part of the annual evaluation of the Board of Directors and its Committees, the Audit Committee conducts an
annual self-assessment of its work, its functioning, the overall qualifications of its Members and the work and
qualifications of the Chairman of the Committee, by completing a questionnaire.
With regard to the Fiscal Year 2023, the procedures for the aforementioned evaluation have been completed, the
results of which have been extracted and discussed in detail as mentioned above in the section of this Report to
the Board of Directors.
6.A.VII. Meetings of the Audit Committee during the Fiscal Year 2023
At the end of the Fiscal Year 2023, a total of nineteen (19) meetings took place.
The following table shows the participation of the Audit Committee Members in the meetings of the Audit
Committee during the Fiscal Year 2023, as follows:
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
50
Full name
Number of meetings
held during their term
of office (within the
2023 Fiscal Year)
Number
of
meetings
attended
Percentage of
presence
Number of
meetings
represented
Comments
Spyridon Makridakis
19
19
100%
-
-
John Kyriakopoulos
0
0
-
-
Member until
20.02.2023
Prodromos Vlamis
19
19
100%
-
-
Garyfallia Spyriouni
19
19
100%
-
-
6.A.VIII. Activities of the Audit Committee during the Fiscal Year 2023
A brief description of the work and activities of the Audit Committee is included in its Annual Activity Report, which
has been separately included in the Company's Annual Consolidated and Corporate Financial Report for the Fiscal
Year 2023.
6.B. Remuneration and Nomination Committee
6.B.I. Introduction
The operation of the said Committee is governed by its Operating Regulations 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.
The tasks and responsibilities of the Commission are set out in the Commission's Operating Regulations. These
Regulations were amended for the second time by the Board of Directors' resolution dated 16.05.2022 and are
posted on the Company's Official Website.
6.B.II. Responsibilities of the Remuneration and Nomination Committee
Based on the Committee's Operating Regulations, which are posted on the Company's Official Website, the
Committee has the following key responsibilities:
a. Regarding remuneration issues:
▪ Formulation 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 Board of Directors of the Company,
▪ 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 Management 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 Management
Executives and the heads of the Internal Audit Unit, the Compliance Unit and the Risk Management Unit,
▪ Regular review of the Remuneration Policy for Non-Executive BoD Members,
▪ 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,
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
51
▪ Consideration of the information within the draft Annual Remuneration Report,
b. Concerning matters of evaluation of the Board of Directors and nomination of candidates:
▪ Annual evaluation of the Board of Directors,
▪ Regular review of the maintenance of the independence status of the Independent Non-Executive BoD
Members,
▪ 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 BoD Members,
▪ Formulation and monitoring of the implementation of the Suitability Policy, in cooperation with the Internal
Audit Unit, the Compliance Unit and the Legal Department,
▪ Submit proposals for any amendments to the Suitability Policy.
6.B.III. Terms of Operation of the Remuneration and Nomination Committee
The Commission shall meet regularly at least once a year or at extraordinary meetings whenever necessary and
shall keep minutes of its meetings.
The Chairman of the Committee shall brief the Board of Directors on the work of the Committee after each
meeting, decide on the items on the agenda, the frequency and duration of the meetings and generally ensure the
effectiveness of the Committee in carrying out its tasks.
The Committee is quorate and meets validly if two thirds (2/3) of its Members, including its Chairman or his deputy,
are present.
The CEO shall not participate and shall not attend the meeting of the Committee when his/her remuneration is
discussed. In the performance of its duties, the Committee shall consult with the Chief Executive Officer of the
Company and the Chief Financial and Operations Officer of the Company whenever necessary.
6.B.IV. Composition and term of office of the Remuneration and Nomination Committee
The Committee shall consist of at least three (3) Non-Executive Members of the Board of Directors who have
relevant experience. At least two (2) Members shall be Independent Non-Executive BoD Members. In any event, a
majority of the Committee Members shall be Independent Non-Executive BoD Members of the Company. The
members and the Chairman of the Committee shall be appointed by the Board of Directors of the Company.
The term of office of the members of the Committee coincides with the term of office of the Board of Directors,
which is renewable. In any case, the term of office of the Independent Non-Executive BoD Members on the
Committee shall not exceed nine (9) years in total.
6.B.V. Composition of the present Remuneration and Nomination Committee
The members of the Remuneration and Nomination Committee were appointed by the Board of Directors of the
Company at its Meeting on 08.06.2021 and the Committee was constituted at its Meeting on 08.06.2021, as
follows:
Full name
Property
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
Garyphalia 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 Nomination Committee, decided to continue the operation of the
Remuneration and Nomination Committee of the Company with the remaining three (3) Members without
replacing the resigned Member, in accordance with the provisions of the Operating Regulations of the
Remuneration and Nomination Committee.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
52
Subsequently, the Remuneration and Nomination Committee on 24.02.2023 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:
Full name
Property
Position on the Board of Directors
Spyridon Makridakis
President
Vice President A', Independent Non-Executive
Member
Prodromos Vlamis
Member
Independent Non-Executive Member
Garyfallia Spyriouni
Member
Independent Non-Executive Member
The Remuneration and Nomination Committee, which is now comprised only of non-executive independent
members, will continue to operate with the above composition until the expiry of its term of office, within FY 2024.
6.B.VI. Evaluation of the Remuneration and Nomination Committee
As part of the annual evaluation of the Board of Directors and its Committees, the Remuneration and Nomination
Committee carries out an annual self-assessment of its work, its functioning, the overall qualifications of its
Members and the work and qualifications of the Chairman of the Committee, by completing a questionnaire.
With regard to the Fiscal Year 2023, the procedures for the aforementioned evaluation were completed, the results
of which were discussed in detail at meetings of the Board of Directors and the Remuneration and Nomination
Committee, as mentioned above.
6.B.VII. Meetings of the Remuneration and Nomination Committee during the Fiscal Year 2023
The attendance of each member of the Remuneration and Nomination Committee at the meetings of the
Remuneration and Nomination Committee during the Fiscal Year 2023 is shown in the table below:
Full name
Number of meetings held
during their term of office
(within the 2023 Fiscal Year)
Number of
meetings
attended
Percentage
of presence
Number of
meetings
represented
Comments
Spyridon
Makridakis
5
5
100%
-
-
John
Kyriakopoulos
0
0
-
-
Member until
20.02.2023
Prodromos Vlamis
5
5
100%
-
-
Garyfallia
Spyriouni
5
5
100%
-
-
6.B.VIII. Activities of the Remuneration and Nomination Committee during the Fiscal Year 2023
The Remuneration and Nomination Committee met five (5) times during the Fiscal Year 2023 and dealt with the
following matters:
• Reconstitution of the Remuneration and Nomination Committee and its continuation after the resignation of
a member,
• Annual Report of the Remuneration and Nomination Committee for the Fiscal Year 2022,
• Determination of the independence of Independent Non-Executive BoD Members,
• Proposal on the remuneration of the members of the Board of Directors and the Investment Committee,
• Variable Remuneration 2022,
• Examination of the annual remuneration report,
• Evaluation of the Board of Directors and its Committees,
• Assessment of a candidate for a Risk Management Unit Lead.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
53
6.C. Investment Committee
6.C.I. Introduction
The Investment Committee is responsible for the determination of the Company's investment policy and the
management of its investments.
In this respect, the concept of management includes the general establishment of the Company's investment
strategy, the formulation of the commercial policy and development strategy for the Company's real estate
portfolio, decision making in relation to new investments, cooperation with any investment advisor of the
Company, monitoring of existing investments, their liquidation by any appropriate means and other related
activities such as, for example, new leases or renegotiation of existing leases.
The operation and general responsibilities of the Investment Committee are defined in the Investment
Committee's Operating Regulations, which constitute part of the Company's Internal Operating Regulations, a
summary of which is posted on the Company's Official Website.
The Chairperson of the Investment Committee reports to the Board of Directors of the Company.
6.C.II. Responsibilities of the Investment Committee
According to its Operating Regulations, the Investment Committee is responsible for the following:
• Determination of the Company's investment policy, in accordance with its strategic objectives,
• Submitting a proposal for the annual budget for new investments and forecasting their financing,
• Management of the Company's portfolio of securities (units/shares),
• Decisions on new investments and their financing,
• Determination of the terms of lease of the properties included in the Company's portfolio, either for new leases
or for renegotiation of existing leases, except for those for which (leases), according to the approval limits set
by the Board of Directors, fall within the competence of other executives or bodies of the Company,
• Decisions on the liquidation of investments,
• Evaluation of the returns on existing investments and consider alternative forms of investment that are
considered likely to deliver higher returns,
• Examination and evaluation of the diversification of the Company's portfolio by sector.
• Decisions regarding increases/decreases in the share capital of companies/entities in which the Company has
a stake (holds shares), if not covered by a previous decision of the Investment Committee taken in the context
of the approval of the realization of the initial investment or the subsequent amendment of the relevant
business plan.
• Decisions on investment programmes, construction, development, reconstruction, maintenance, change of use
of the properties in the portfolio and approval of the required expenses/budgets (except for those that,
according to the approval limits set by the Board of Directors, fall under the responsibility of other executives
or bodies of the Company).
6.C.III. Terms of Operation of the Investment Committee
The Investment Committee shall meet at least every two months or at any other time deemed necessary by any
of its Members, at the call of its Chairperson or its Secretary.
The Secretary of the Investment Committee shall be the Secretary of the Board of Directors, unless the Investment
Committee appoints another person by resolution, which requires a quorum and a majority of at least four (4)
Members.
The Investment Committee may only meet when a quorum is present. The quorum of the Investment Committee
shall be present or represented by at least (a) three (3) members, if the Investment Committee is composed of five
(5) members, (b) four (4) members if the Investment Committee is composed of six to seven (6-7) members. In
the absence or inability of the Chairperson to attend, the Managing Director shall deputise for him.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
54
6.C.IV. Composition and term of office of the Investment Committee
The Investment Committee is established by decision of the Board of Directors of the Company.
It consists of five (5) to seven (7) Members, including its Chairperson, who are appointed by the Board of Directors,
on the basis of significant relevant professional experience and recognition, in accordance with the provisions of
the applicable legislative and regulatory framework.
The term of office of the members of the Committee coincides with the term of office of the Board of Directors,
which is renewable.
6.C.V. Composition of the present Investment Committee
The existing Investment Committee consists of six (6) Members, four of whom are also Members of the Board of
Directors. Of the four Board Members participating in the Committee, three are Executive Members and one is a
Non-Executive Board Member.
The composition of the Investment Committee was determined by the decision of the Board of Directors of the
Company dated 29.06.2021. Subsequently, by the decision of the Board of Directors dated 22.05.2023, an
additional member, Mr. Alexios Pipilis, was appointed to the Committee.
Subsequently, by the decision of the Board of Directors of the Company dated 14.02.2024, an additional member,
Mr. Stamatis Sapkas, was appointed to the Investment Committee.
Therefore, the current composition of the Investment Committee is as follows:
Full name
Property
Position on the Board of Directors
Christophoros
Papachristophorou
President
Executive Chairman of the Board of Directors
Aristotelis Karytinos
Member
Vice President B and Chief Executive Officer,
Executive Member of the Board of Directors
George Kountouris
Member
Non-executive Member
George Constantinides
Member
Non BoD Member
Athanasios Karagiannis
Member
Executive Member
Alexios Pipilis
Member
Non BoD Member
Stamatis Sapkas
Member
Non BoD Member
6.C.VI. Evaluation of the Investment Committee
As part of the annual evaluation of the Board of Directors and its Committees, the Investment Committee shall
conduct an annual self-assessment of its work, its functioning, the overall qualifications of its Members and the
work and qualifications of the Chairman of the Committee, by completing a questionnaire.
With regard to the Fiscal Year 2023, the procedures for the aforementioned evaluation were completed, the results
of which were extracted and discussed in detail as mentioned above.
6.C.VII. Meetings of the Investment Committee during the Fiscal Year 2023
The attendance of each member of the Investment Committee at the meetings of the Investment Committee
during the Fiscal Year 2023 is shown in the table below:
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
55
Full name
Number of meetings
held during their term
of office (within the
2023 Fiscal Year)
Number of
meetings
attended
Percentage of
presence
Number of
meetings
represented
Comments /
Notes
Christophoros
Papachristophorou
22
22
100%
-
-
Aristotelis
Karytinos
22
22
100%
-
-
George Kountouris
22
22
100%
-
-
George
Constantinides
22
21
95.2%
1
-
Athanasios
Karagiannis
22
22
100%
-
-
Alexios Pipilis
18
18
100%
-
Member since
22.05.2023
6.C.VIII. Activities of the Investment Committee during the Fiscal Year 2023
During the past Fiscal Year 2023, the Investment Committee met twenty-two (22) times, inter alia, to:
• Make decisions in relation to new investments.
• Monitor of existing investments.
• Liquidation of existing investments.
7. Corporate Secretary
7.Α. Introduction
The Board of Directors and its Committees are supported by a Company Secretary, who ensures the systematic
and uninterrupted exchange of information between the Senior Management and the Board of Directors, as well
as between the Members of the Committees and the Board of Directors. The Secretary also ensures the compliance
of the Board of Directors with the relevant legal / regulatory framework, as well as with the Company's internal
rules of operation. Finally, the duty of the Company Secretary is to organize the General Meetings and coordinate
the required communication between the Shareholders and the Board of Directors to comply with the relevant
provisions from the legal framework, internal procedures and Policies, and to promote the Company's relations
with the investment community.
The Company Secretary is Ms. Theresa Messari, who attends the meetings of the Board of Directors, the Audit
Committee, the Remuneration and Nomination Committee and the Investment Committee.
7.B. Evaluation of the Company Secretary
As part of the annual evaluation of the Board of Directors and its Committees, the Corporate Secretary is also
evaluated by completing a questionnaire.
With regard to the Fiscal Year 2023, the procedures for the aforementioned evaluation have been completed and
the relevant results have been extracted, which have been discussed in detail as mentioned above.
8. Management Committees
The following Management Committees have been established and operate in the Company, with the aim of
supporting the Management in matters within their competence and taking the necessary decisions in accordance
with their approval limits.
8.Α. Procurement Committee
8.A.I. Introduction
This is a Management Committee of the Company, which has been established following a decision of the Board
of Directors. The Company's Operating Regulations set out the composition, responsibilities, and duties of the
Procurement Committee.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
56
8.A.II. Responsibilities of the Procurement Committee
Within the scope of its responsibilities, the Procurement Committee evaluates and approves the business
feasibility of implementation and the expenditure of procurements that exceed the approval limits assigned to the
Chief Executive Officer and the Chief Financial and Operations Officer by the Board of Directors of the Company.
The Procurement Committee is also responsible for the approval of expenditures related to the procurement of
goods and services, the amounts of which exceed the approval limits set by the Board of Directors for other bodies
of the Company.
8.A.III. Composition of the Procurement Committee
The Procurement Committee consists of three (3) members:
• the CEO of the Company,
• two (2) Non-Executive Members of the Board of Directors of the Company.
8.A.IV. Composition of the present Procurement Committee
The Procurement Committee is currently composed of one Executive Member of the Board of Directors and two
Independent Non-Executive Members of the Board of Directors, one of whom chairs the Committee. The current
composition of the Procurement Committee, as defined by the resolution of the Board of Directors of the Company
dated 08.06.2021, is as follows:
Full name
Property
Position on the Board of Directors
Spyridon Makridakis
President
Vice President A', Independent Non-Executive
Member
Prodromos Vlamis
Member
Independent Non-Executive Member
Aristotelis Karytinos
Member
Vice President B and Chief Executive Officer
8.A.V. Activities of the Procurement Committee during the Fiscal Year 2023
Durand the Fiscal Year 2023, the Procurement Committee met twice, on the basis of the following topics:
• Recommendation for the renewal of the maintenance of information systems equipment,
• Recommendation for the acquisition of a property management tool.
8.B. Green Bond Committee
8.B.I. Introduction
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 create and monitor the implementation of the Company's Green
Bond Framework, under which the Company may proceed with one or more Green Bond issues for the purpose of
sustainable financing of its business activities.
8.B.III. Terms of Operation of the Green Bond Committee
The Committee meets at least once a quarter and, if circumstances require it, 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 on the composition of the Green Bond Committee are contained in
the Operating Regulations of the Committee, approved by the Board of Directors on 29.06.2021.
8.B.III. Responsibilities of the Green Bond Committee
The Green Bond Committee is responsible for:
• Evaluating 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 of the management of revenue.
• Coordinating the preparation and publication of the Green Bond Report to 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 it.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
57
8.B.IV. Composition of the Green Bond Committee
According to its Operating Regulations, the Committee is composed of the Chairman and two to four members
and at least the Head of Finance & Operations, the Head of Investment, and an executive from the Technical
Directorate with expertise in sustainable development issues, while an executive from the Financial Directorate
and an executive from the Technical Directorate may additionally participate. The composition of the Committee
and the Secretary shall be determined by the Board of Directors. The Chairman of the Committee shall be the
Head of Finance & Operations of the Company.
8.B.V. Composition of the present Green Bond Committee
The current composition of the Green Bond Committee, as defined by the decision of the Board of Directors of the
Company dated 28.02.2022, is as follows:
Full name
Property
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
8.B.VI. Activities of the Green Bond Committee during the Fiscal Year 2023
During the Fiscal Year 2023, the Green Bond Committee met three times, based on the following topics:
• Evaluation of the recommendation for the use of the funds raised from the Company's 16.07.2021 Joint Green
Bond Loan in the implementation of an investment for the acquisition of land for the development of an energy
efficient residential building,
• Evaluation of the recommendation for the use of the funds raised from the Company's 16.07.2021 Green Bond
Loan in the implementation of an investment for the acquisition, through its subsidiary TRIACEUS S.A., of an
additional 112 adjacent acres in Aspropyrgos for the development of energy efficient logistics buildings.
• Approval of the annual Green Bond Investor Report 2023,
• Review of eligible projects in the Register of Eligible Green Projects.
• Evaluation of the recommendation for the use of the raised funds of the Company's 16.07.2021 Joint Green
Bond Loan for the expansion of an existing investment of Prodea Investments in Maroussi, with the acquisition
of the adjacent land for the development of a modern bioclimatic office complex.
8.C. Environment, Society and Corporate Governance Committee (ESG Committee)
8.C.I. Introduction
The Company, in the context of its compliance with the applicable national legislation and the provisions of the
existing regulatory framework regarding ESG issues, proceeded with the 29.6. 2022 Resolution of its Board of
Directors, to establish an Environment, Society and Corporate Governance Committee (ESG Committee), which
has an advisory role to the Company's Board of Directors and its purpose is to manage and promote the Company's
ESG and Sustainability issues, to plan and monitor the implementation of the Company's ESG and Sustainability
strategy, as well as to support the Board of Directors in fulfilling its supervisory responsibility with regard to these
issues.
8.C.II. Competencies of the Environment, Society and Corporate Governance Committee (ESG Committee)
The competences of the Commission are:
- the formulation of the Company's ESG strategy,
- informing the Board of Directors on ESG issues deemed important,
- highlighting the importance of the Company's environmental/energy initiatives, sustainability objectives and
performance at all levels of the Company,
- to promote best practices on the structure, policies and regulations relating to ESG and Sustainability issues
that affect the Company,
- raising awareness among stakeholders on corporate governance and social aspects affecting the industry and
the Company,
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
58
- monitoring the Company's performance on ESG issues,
- promoting employee volunteering and other ESG initiatives.
8.C.III Composition of the Environment, Society and Corporate Governance Committee (ESG Committee)
According to its Operating Regulations, the Committee consists of five (5) members, who must have at least one
of the following qualities or responsibilities:
- Member of the Board of Directors of the Company,
- Member of the Company's Investment Committee,
- Chief Operating Officer,
- the Company's Compliance Officer,
- Sustainability Officer of the Company
- Representative of the Company's Legal Department
8.C.IV. Composition of the present Environment, Society and Corporate Governance Committee (ESG
Committee)
Pursuant to the Board of Directors' Resolution dated 29.6.2022, the existing composition of the Environment,
Society and Corporate Governance Committee (ESG Committee) is as follows:
1. Theresia Messari - Head of Finance & Operations, Member of the Board of Directors, President
2. Athanasios Karagiannis - Head of Investment, Member of the Board of Directors, Member of the Investment
Committee, Member.
3. Nikolaos Gonis - Engineer with expertise in sustainable development and sustainability, Member
4. Kyriaki Tzemou - General Counsel, Member
5. Thalia Tsangaraki - Compliance Officer, Secretary
8.C.V. Activities of the Environment, Society and Corporate Governance Committee (ESG Committee) during the
Fiscal Year 2023
During the Fiscal Year 2023, the Environment, Society and Corporate Governance Committee (ESG Committee)
met once (1) on the basis of the following topic:
• Approval of the first sustainability report (Inaugural Sustainability report) of the Company.
9. Internal Control System (ICS) and Corporate Governance System (CGS)
9.A. Description of the Internal Control System
The Internal Control System (ICS.) is the set of internal control mechanisms and procedures 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 Internal Control System, which aims mainly 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 operation of the Internal Audit Unit,
▪ ensuring 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,
▪ compliance with the applicable legal and regulatory framework, as well as the internal regulations governing
the Company's operation.
The Internal Control System includes the Risk Management System and the Regulatory Compliance System, based
on par. 1 of article 13 of Law 4706/2020.
The Internal Control System includes the following main components:
▪ The Control Environment,
▪ Risk Management,
▪ The control mechanisms and safeguards,
▪ The information and communication system,
▪ The monitoring of the Internal Control System,
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
59
Within the framework of the Internal Control System 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
an Internal Audit Unit.
As mentioned above, the Board of Directors, through its Audit Committee, has the ultimate responsibility for
monitoring and evaluating the effectiveness and adequacy of the Company's Internal Control System.
9.A.I. 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 Internal Control System.
9.A.I.a. Integrity, Ethical Values and Management Conduct
The Company has adopted and applies a Code of Professional Ethics and Conduct, which is duly posted on the
Company's Official Website.
The Code of Professional Ethics and Conduct governs the conduct of all of the Company's executive personnel,
including the Members of the Board of Directors and Senior Management of the Company.
In particular, it includes provisions relating to the corporate values and the basic principles of operation of the
Company, such as:
▪ integrity and respect for labour relations and human rights,
▪ the commitment of employees to the company's objectives,
▪ the Company's commitment to the continuous professional training of its staff, as well as the continuous effort
of its employees to achieve their maximum performance and the continuous improvement of their work
results,
▪ the dignified behaviour of employees in external activities,
▪ compliance with the applicable legislation and regulatory framework, as well as the Group's Regulations, Codes,
Policies and Procedures,
▪ the protection of personal data,
▪ the confidentiality of work and the confidentiality of the resulting information,
▪ the fight against corruption,
▪ dealing with Conflict of Interest situations,
▪ the use of the Company's assets,
▪ the Group's relationships with customers and suppliers, which must be based on trust, mutual respect, fairness,
and honesty, thus ensuring long-term partnerships,
▪ the health and safety of employees,
▪ sustainable development principles relating to the environment and the Company's relations with society,
particularly with vulnerable social groups and local communities in the areas where its facilities operate.
In addition, the Company has established and implements a Policy against Violence and Harassment at Work in
order to ensure a working environment where respect for human dignity prevails and no discrimination is allowed
on the basis of personal characteristics and elements related to the personality and dignity of each individual
(gender, race, colour, ethnic origin or social origin, genetic characteristics, language, any disability, health
condition, age, religion or beliefs, political affiliation, sexual orientation). The Policy complies with the provisions
of the International Labour Convention No. 190 on the Elimination of Violence and Harassment in the World of
Work, ratified by Article 1 of Law 4808/2021, as well as with the provisions of Articles 2 et seq. of Law 4808/2021.
Eventually, in order to strengthen the Company's Corporate Governance and Regulatory Compliance framework,
a Group Whistleblowing Policy & Procedure has been developed, which aims to encourage all stakeholders to
report, confidentially or anonymously through the existing Reporting Channels, any conduct that is illegal or
unethical, as soon as it comes to their attention.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
60
9.A.I.b. Organizational Structure
The Company has adopted specific organizational structures and arrangements for the execution, supervision, and
control of its operations and for the delineation of key areas of responsibility and the establishment of appropriate
reporting lines, based on the size and nature of its operations, which are reflected in its Operating Regulations, a
description of which has already been reflected in this Corporate Governance Statement. Furthermore, within the
latter, the arrangements relating to the Board of Directors and its Committees have already been set out in detail.
The Company has the Regulations of the Board of Directors and the Regulations of the Board of Directors'
Committees, through which the regulations regarding the authority, delegated powers, duties, responsibilities,
and operation of these bodies are set out in detail.
9.A.II. Risk Management
9.A.II.a. The role of the Board of Directors in Risk Management
The Board of Directors is responsible for reviewing the opportunities and risks of the Company in relation to the
defined strategy, for determining the relevant measures to be taken, and for determining the nature and extent
of exposure to the risks arising from or related to the Company's activity and operation that 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 Internal Control System; b) that the functions that
constitute 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 their
role.
The Board of Directors has oversight of the risk management framework. More specifically:
▪ It oversees the management of the Company's principal risks and uncertainties and their periodic review.
▪ It evaluates the methods used by the Company to identify and monitor risks, address the main risks through
the Internal Control System and the Internal Audit Unit, and to disclose them in the published financial
information in a proper manner.
▪ It shall be informed regarding the findings of the Risk Management Unit.
▪ It monitors and reviews the operation and work of the Risk Management Unit.
9.A.II.b. The role of the Audit Committee in Risk Management
The Audit Committee, among its other responsibilities, assists the Board of Directors in fulfilling its duties regarding
the effective operation of the Internal Control System, including risk management.
In this context, the Audit Committee supervises the activities of the Risk Management Unit.
9.A.II.c. The Risk Management Unit (RMU) and its operation
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
organizational 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 Regulations, which have been prepared and approved by the
Company's Board of Directors.
Among other things, the responsibilities of the Risk Management Unit are summarized as follows:
• Contribute to the formulation of the risk management strategy,
• Develop and update risk management policies and procedures,
• Collaborate with other departments and functions to achieve corporate objectives,
• Contribute to the categorisation of risks in order to monitor them more effectively,
• Maintaining an updated Risk Register,
• Contribute 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,
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
61
• Informing the Board of Directors, through the Audit Committee, of significant risks and highlighting areas
requiring action.
9.A.III. Control mechanisms and safeguards
The Company has control mechanisms and safeguards in place to perform 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.
These control mechanisms and safeguards are based on the existence of Policies, Procedures, Codes, Operating
Regulations approved by competent bodies, which include roles and responsibilities of the parties involved in the
execution of the company’s activities. These corporate documents 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, etc.
9.A.III.a. Prevention and Management of Conflicts of Interest
An important parameter in relation to the above is the prevention, identification and management of Conflict of
Interest situations.
In this context, the Company has established a Policy and Procedure for the prevention and management of
Conflict of Interest situations, in accordance with article 97 of Law 4548/2018 and articles 13 and 14 of Law
4706/2020, which specify the requirements for the identification, prevention and management of Conflict of
Interest situations affecting the interests of the Company and its affiliated companies within the meaning of article
32 of Law 4308/2014, as well as its customers, suppliers and partners.
9.A.III.b. Policies to ensure adequate information for all Related Party Transactions
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, which was prepared in the framework of transparency and
supervision of its transactions with related parties.
This Policy and Procedure has been prepared in compliance with the provisions of article 14 of Law 4706/2020 and
the obligations arising from articles 99 to 101 of Law 4548/2018 regarding the recognition, monitoring, and
disclosure of the Company's transactions with its related parties.
The Board of Directors of the Company is the competent body for taking the relevant decision to enter a
transaction with a Related Party and to grant the relevant authorisation. The authority of the Board of Directors
to grant an authorisation shall be exercised collectively and may not be delegated to one or more persons, whether
they are Members of the Board of Directors or not.
9.A.IV. 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 engaged interaction with them
(shareholder engagement).
9.A.IV.a Financial Information
The Audit Committee monitors, reviews, and evaluates the financial reporting process, as well as other disclosed
information in any way related to the financial information.
With respect to this Process, the Audit Committee is responsible for:
• Monitoring, reviewing, and monitoring 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 resulting findings,
• Receiving updates from the Company's Management Team on the timetable for the preparation of financial
statements,
• Reviewing and evaluating the financial statements before submitting them to the Board of Directors for
approval.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
62
9.A.IV.b Adequate and effective shareholder engagement mechanism
The Company has a Policy and Procedure for adequate and effective communication mechanisms with
shareholders, to facilitate the exercise of their rights and engaged interaction with them (shareholder
engagement).
Through this Policy and Procedure, the necessary communication mechanisms between shareholders and the
Company are established, which aim to ensure regular and equal communication and interaction between
shareholders and the Company's management, with a view to the fair and equitable treatment of shareholders'
interests, the protection of the corporate interest and transparency.
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 it is a significant issue, shall ensure that any Shareholder receives a
full response to his/her 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 Head of Finance &
Operations in writing.
9.A.IV.c Submission and management of Whistleblowing Reporting
The Company, in compliance with the requirements of Law 4990/2022 on the protection of persons who report
violations of EU law (the Greek Whistleblowing Law), has, during 2023 Fiscal Year, reformed its Whistleblowing
Policy into a Group Whistleblowing Policy & Procedure for the submission and management of reports submitted
by the Company and the Group:
• to emphasise the paramount importance, it attaches to the reporting of violations brought to the attention of
Personnel, by adopting the relevant existing procedures at the Policy level,
• to encourage the Company's Personnel and any person providing services to the Company to take the initiative
and report in good faith any information relating to the existence of violations within the Group that come to
their attention in the performance of their duties,
• to further strengthen staff confidence in the reporting procedures established, by giving them the assurance
that when and if they report in good faith any breaches brought to their attention, their anonymity will be
preserved and they will be afforded appropriate protection.
9.A.V. Monitoring of the Internal Control System (ICS)
The monitoring of the Internal Control System concerns the process of its continuous evaluation (both internally
and by an independent evaluator on a triennial basis), in particular regarding its adequacy (design) and
effectiveness (implementation).
9.A.V.a. Audit Committee
A detailed report on the Audit Committee and its activities in relation to its responsibilities during the Fiscal Year
2023 has already been presented in previous chapters of this Corporate Governance Statement.
9.A.V.b Internal Audit Unit (IAU)
The Internal Audit Unit, its operation is in accordance with the provisions of Law 4706/2020 and its Operating
Regulations. The Internal Audit Unit is an independent organisational unit. Within the scope of his/her 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/her 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 Internal Audit Unit monitors, controls and evaluates the activities of the Company and its Group, seeking,
among other things, to ensure its value, its effective operation, as well as the adequacy and accuracy of the
financial and non-financial information provided.
The Head of the Internal Audit Unit is appointed, following a proposal by the Audit Committee and the Board of
Directors, which is also responsible for his replacement, if any, and reports functionally to the Company's Audit
Committee and reports administratively to the Chief Executive Officer.
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
63
The Company has adopted the Internal Audit Unit's Operating Regulations, which include in detail the
responsibilities of the Unit, its Head and the relevant reporting lines.
9.A.V.c Regulatory Compliance Unit (RCU)
The Company has a Regulatory Compliance Unit (RCU) whose main task is to establish and implement appropriate
and updated policies and procedures, in order to achieve timely, full and continuous compliance of the Company
with the current regulatory framework governing its operation and to have a complete picture of the degree of
achievement 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 Unit is headed by the Compliance Officer. 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 Operating Regulations of the Compliance Unit, which details its responsibilities. These
Operating Regulations have been approved by the Board of Directors of the Company.
9.B. Monitoring of the Corporate Governance System (CGS)
The Company, pursuant to par. 1 of article 13 of Law 4706/2020, adopts and implements a Corporate Governance
System (CGS), taking into account the size, nature, scope and complexity of its activities.
9.B.I. Corporate Governance System external evaluation process
According to Article 4 par. 1 of Law 4706/2020, the Board of Directors oversees the implementation of the
Corporate Governance System (CGS), as defined in Articles 1 to 24 of Law 4706/2020, monitors and periodically
evaluates the implementation and effectiveness of the system at least every three (3) fiscal years, taking
appropriate actions to address any deficiencies.
Pursuant to Article 13 of the aforementioned Law, the Corporate Governance System shall include at least the
following: a) an adequate and effective Internal Control System, including risk management and regulatory
compliance systems, b) adequate and effective procedures for the prevention, identification and suppression of
conflicts of interest, c) adequate and effective mechanisms for communication with shareholders, in order to
facilitate the exercise of their rights and engaged interaction with them (shareholder engagement).
The Company, by resolution of its Board of Directors, has engaged the Independent Assessor "AMID Corporate
Governance, Internal Controls & Internal Audit Services” to evaluate the implementation and effectiveness of the
Company's Corporate Governance System ("CGS") with a reporting date of 31.12.2023, and a reporting period of
17.07.2021 - 31.12.2023. This evaluation of the CGS was successfully completed in April 2024. A significant part of
the evaluation was covered in the previous fiscal year, as a subset of the CGS is the Internal Control System, the
adequacy of which had been evaluated by the same assessor, with a reporting period of 17.07.2021 - 31.12.2022
and an evaluation report date of March 2023, the conclusion of which is mentioned in the Corporate Governance
Statement for the fiscal year 2022.
The Report of the Evaluation of the implementation and effectiveness of the Corporate Governance System dated
05/04/2024, signed by the Project Manager and Managing Partner of the above- mentioned Independent Assessor,
Mr. Vassilis Monoyios (CIA, CRMA, CPA, COSO ICIF cert.).
According to the abovementioned Report, the assessment of the implementation and effectiveness of the CGS,
which started at the beginning of 2024, was conducted in a timely and proper manner and was carried out based
on international best practices, in respect of which, the Institute of Internal Auditors: the International Professional
Practices Framework and the COSO Internal Control Integrated Framework were followed.
The conclusion of the above report assessing the implementation and effectiveness of the CGS is as follows:
Board of Directors’ Annual Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
64
"Based on our work performed, as described above under "Scope of Work Performed - Evaluation Criteria", and
the evidence obtained, in assessing the implementation and effectiveness of the Company's CGS, as of December
31, 2023, nothing has come to our attention that might be considered a material weakness in the Company's
CGS, based on the Evaluation Criteria."
10. Remarks on the information required in cases (c), (d), (f), (h) and (i) of par. 1 of Article 10 of Directive
2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids
The information required under point (c) of paragraph 1 of Article 10 of Directive 2004/25/EC, are contained in the
part of the Management Report of the Board of Directors that is included in the Annual Report for the Company's
2023 Fiscal Year and that refers to the additional information referred to in Article 4 par. 7 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 Director,
are already contained in the part of the Management Report of the Board of Directors which is included in the
Annual Report for the Company's 2023 Fiscal Year and which is referred to in the additional information of Article
4 par. 7 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 part of the Management Report of the Board of Directors that is reflected in this Annual Report for the
Company's 2023 Fiscal Year and that is referred to in the additional information of Article 4 par. 7 of Law
3556/2007.
11. Sustainable Development
The Company has a Sustainable Development Policy, which is posted on the Company's Official Website, which
provides the framework for establishing the principles and strategic priorities that apply to all of its business
activities. The adoption of this policy contributes to the long-term value of the Company through the achievement
of the following objectives:
• Creating long-term value for stakeholders
• The protection of the natural environment,
• Taking initiatives and actions in the areas of Corporate Governance, Corporate Responsibility and Business
Ethics, in addition to complying with the applicable regulatory framework,
• To support and contribute to society and the national economy.
More detailed information on sustainability issues is reflected in the Management Report of the Board of Directors,
which, along with this Corporate Governance Statement, form part of the Annual Financial Report for the
Company's Fiscal Year 2023, as well as in the Inaugural Sustainability Report, which is duly posted on the Company's
Official Website.
Athens, April 23, 2024
The Vice-Chairman B’ of the BoD
and CEO
The Executive Member of the BoD
The Executive Member of the BoD
Aristotelis Karytinos
Thiresia Messari
Athanasios Karagiannis
Annual Activity Report of the Audit Committee of the
Company for the financial year 2023
65
Letter of the Chairman of the Audit Committee to Shareholders
Dear Shareholders,
On behalf of the Audit Committee (hereinafter referred to as the "Committee") of the company "Prodea Real
Estate Investment Company Société Anonyme" (hereinafter referred to as the "Company") and in my capacity as
its Chairman, I submit to you the Committee's Annual Activity Report for the financial year 2023.
The purpose of this Report is to provide shareholders with a concise but comprehensive picture of the work of the
Committee and the way in which it has fulfilled its responsibilities as well as to demonstrate the substantial
contribution and assistance of the Committee to the Company's compliance with applicable legal, regulatory and
operational framework, during the financial year 2023 as well as in the subsequent period until the approval of
this Report by the Committee.
In exercising its duties, the Audit Committee acted in accordance with the applicable legal and regulatory
framework and its Rules of Operation.
The main issues handled by the Audit Committee during the financial year 2023 are summarized as follows:
• Monitoring and evaluation of the process of the preparation of financial information and the work of Statutory
Auditors.
• Evaluation of the Financial Statements as to their accuracy, completeness and consistency.
• Ensuring the independence of Statutory Auditors, in particular as regards the suitability to provide non-audit
services.
• Submission of a recommendation to the Board of Directors regarding the selection of an auditing firm for the
statutory audit of the financial year 2023.
• Approval and monitoring of the activities of the Internal Audit Unit.
• Monitoring the work of the Risk Management Unit and assessing the impact of identified and emerging risks
on the Company's operation.
• Consideration of ethics and compliance issues.
• Preparation and monitoring of the progress of the work of the periodic external evaluation of the Company's
Internal Audit System (IAS) in accordance with article 14 par. 3 (j) of Law 4706/2020 and Decision
1/891/30.9.2020 of the Hellenic Capital Market Commission.
• Submission of a recommendation to the Board of Directors for the assignment to an external independent
evaluator of the evaluation of the implementation and effectiveness of the Company's Corporate Governance
System (CGS) with reference date 31.12.2023 and in accordance with the requirements/provisions of articles 4
(par.1) and 13 of Law 4706/2020.
• Monitoring the progress of the external evaluation of the Internal Audit System and the Corporate Governance
System and evaluation of the relevant Evaluation Results Reports.
• Self-evaluation of the work of the Committee for the financial year 2023, its operation, the overall qualifications
of its Members and the work and qualifications of its Chairman.
• Informing the Board of Directors and submission of recommendations on issues within its competence.
The above issues handled by the Committee during the financial year 2023 are described in detail in the submitted
Report.
Finally, on behalf of the Members of the Committee, I would like to thank all those who have contributed and are
contributing to the smooth operation of the Committee.
Athens, 22 April 2024
Sincerely,
Spyridon Makridakis
Chairman of the Audit Committee
Annual Activity Report of the Audit Committee of the
Company for the financial year 2023
66
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 2023 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 2023 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:
Members of the Committee
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 for the financial year 2023
67
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.
The Audit Committee continued its operation with the above composition until the Ordinary General Meeting of
Shareholders of 13 June 2023, which was informed on the resignation of Mr. Ioannis Kyriakopoulos and,
afterwards, confirmed that the Audit Committee of the Company will remain a Committee of the Board of
Directors, consisting of three (3) Independent Non-Executive Members of the Board of Directors for the remainder
of its term.
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/2023/03/Curricula-vitae-of-the-members-of-
the-Board-of-Directors.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
2023, the Committee met nineteen (19) 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 2023 in the
meetings of the Committee are shown in the table below:
Annual Activity Report of the Audit Committee of the
Company for the financial year 2023
68
Name
Number of Meetings
that took place in 2023
Participation in all
meetings in 2023
Spyridon Makridakis
19
19/19
Ioannis Kyriakopoulos
0
0/19
1
Prodromos Vlamis
19
19/19
Garyfallia Spyriouni
19
19/19
During the period from 01.01.2024 until the approval of this Report, the Committee met seven (7) times, and the
participation of its members is shown in the table below:
Name
Number of Meetings that took
place from 01.01.2024 to the
date of approval of this Report
Participation in all meetings
from 01.01.2024 to the date of
approval of this Report
Spyridon Makridakis
7
7/7
Prodromos Vlamis
7
7/7
Garyfallia Spyriouni
7
7/7
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 13 June 2023.
4. Activities of the Committee for the fiscal year 2023 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
o It monitored, reviewed, and evaluated the process of financial reporting preparation, and informed the Board
of Directors accordingly.
o 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.
o It examined and evaluated the annual and half-year, 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.
o It reviewed and evaluated the Group's unaudited Key Financial Figures for the first quarter and nine months of
2023 as well as the relevant Press Releases and recommended the approval and publication of the above Press
Releases to the Board of Directors.
o Received, reviewed, and evaluated the semi-annual and annual investment reports of the Company and
recommended their approval to the Board of Directors.
o Received the 2022 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.
1
Member of the Audit Committee until 20.02.2023
Annual Activity Report of the Audit Committee of the
Company for the financial year 2023
69
B. External Audit
o It was briefed by the external auditors about the annual program/strategy of the statutory audit of the financial
statements of the Company and the Group for the fiscal year 2023 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.
o 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.
o 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 in writing about the
results of the statutory audit by the statutory auditors of the Company, ERNST & YOUNG (HELLAS).
o 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.
o 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.
o 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 for the financial year 2023.
o It examined the appropriateness and pre-approved the provision by the external auditor of non-audit services,
that are not prohibited by law, 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 2023.
o 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 2023.
o It evaluated, in cooperation with the Financial Services Department, the proposed remuneration of the auditing
company ERNST & YOUNG (HELLAS) for the statutory audit of the financial year 2023, (reasonable for its scope
and quality), pre-approved the amount thereof and submitted a relevant recommendation to the Board of
Directors of the Company.
C. Internal Audit System (IAS), Risk Management and Compliance
Within the same framework, the Committee:
Internal Audit:
o 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.
o Had constant updates from and cooperation with the Head of the Internal Audit Unit, who attended all its
meetings.
o Was informed about the results of the risk assessment carried out by the Internal Audit Unit based on specific
methodology as part of the preparation of the annual audit program.
o Was informed in writing about the annual audit (based on risks) for the year 2023 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.
o 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
Annual Activity Report of the Audit Committee of the
Company for the financial year 2023
70
corrective actions as well as the timetable for their implementation and informed the Board of Directors
accordingly.
o Was informed by the Internal Audit Unit about the course of implementing the corrective actions for all the
identified and not addressed audit findings of previous audits.
o Was informed by the Head of the Internal Audit Unit in relation to the Quality Assurance and Improvement
Program (QAIP) of the Unit's operation and the opportunities for improvement that have been identified
following the self-evaluation of the internal audit function for the year 2022.
o Upon the recommendation of the Head of the Internal Audit Unit and the evaluation of relevant offers and
proposals, assigned the external evaluation of the Internal Audit Unit, which is carried out within every five
years, to a certified independent external evaluator, who will carry out such evaluation within 2024.
Evaluation of the Internal Audit System (IAS) & the Corporate Governance System (CGS)
o Prepared and recommended to the Board of Directors the assignment of carrying out the external periodic
evaluation of the Internal Audit System (IAS) of the Company in accordance with Article 14, paragraph 3(j) of
Law 4706/2020 and decision 1/891/30.9.2020 of the Capital Market Commission.
o Monitored the progress of the periodic evaluation of the Company’s IAS 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.
o Was informed by the independent evaluator about the outcome of the evaluation of the adequacy and
effectiveness of the IAS, which was without material weaknesses and received, reviewed and evaluated the
relevant Reports (Summary and Full) of the IAS Evaluation Results.
o Monitored, through the quarterly reports of the Internal Audit Unit for the year 2023, the progress on the
implementation of the actions to address the "Non-Material Weaknesses" as they arose during the evaluation
of the adequacy and effectiveness of the Company's IAS by the independent evaluator.
o Prepared, with the assistance of the Chief Financial Officer / Chief Operations Officer and recommended to the
Board of Directors the assignment to an external independent evaluator of the evaluation of the
implementation and effectiveness of the Company's CGS with reference date 31.12.2023 and in accordance
with the requirements / provisions of articles 4 (par.1) and 13 of Law 4706/2020.
o Monitored in detail the progress of the evaluation of the CGS.
o Was informed by the independent evaluator about the outcome of the evaluation of the implementation and
effectiveness of the CGS, which was without material weaknesses, and received, reviewed and evaluated the
relevant Report.
Risk Management
o Monitored the work of the Head of the Risk Management Unit and assessed the impact of identified and
emerging risks on the Company's operation.
o Was updated by the Head of the Risk Management Unit on the results of the annual Risk Control Self-
Assessment (RCSA) exercise, which was carried out by the heads of the Company's Units in cooperation with
the Risk Management Unit applying the "Risk Assessment and Control Mechanisms Methodology" as approved
by the Board of Directors.
o Received, reviewed and evaluated the quarterly reports of the Risk Management Unit, which present the
progress of implementation of the Unit's operations according to the approved annual plan as well as its activity
regarding the process of identifying, assessing and managing risks in order to prepare the overall risk profile of
the Company.
o Informed the Board of Directors, in cooperation with the Remuneration and Nominations Committee, on the
Company's intention to further strengthen the Risk Management Unit with staff with specialized knowledge
and sufficient experience in risk management issues.
Compliance
o Was informed by the Compliance Unit about its work, its activities and approved its work planning for the next
financial year.
o Reviewed the updated "Group Whistleblowing Policy & Procedure" and recommended its approval to the
Board of Directors.
o Monitored the implementation of the Policy for the prevention and handling of possible situations of conflicts
of interest and received assurance from the Head of the Compliance Unit, through an annual relevant report,
for the non-disclosure to him and the non-detection of any alleged, potential or actual conflict of interest
situation.
Annual Activity Report of the Audit Committee of the
Company for the financial year 2023
71
D. Matters relevant to the operation of the Committee
o In the context of the annual evaluation of the Board of Directors and its Committees, it proceeded to a self-
evaluation of its work for 2023, its operation, the overall qualifications of its Members and the work and
qualifications of the Chairman of the Committee, through the completion of a relevant questionnaire.
o It reviewed and approved the minutes of its meetings.
o It prepared and approved its Annual Activity Report.
E. Other matters
o Evaluated the proper formation of distributable profits and the adequacy of cash reserves for distribution of
dividends for the financial year 2022 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
Corporate Responsibility and Sustainable Development are an integral part of the Company, as its corporate
strategy and priorities are based on its commitment to operate in a responsible and sustainable manner in all its
activities.
The Company has a Sustainable Development Policy, which has been posted on its 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.
Furthermore, the Company has established an Environmental, Social and Corporate Governance Committee (ESG
Committee), which has an advisory role to the Company's Board of Directors and its purpose is to manage and
promote the Company's ESG and Sustainability issues, to plan and monitor the implementation of the Company's
ESG and Sustainability strategy as well as to support the Board of Directors in fulfilling its supervisory responsibility
with regard to these matters.
Finally, in 2023, the Company published its first Inaugural Sustainability Report, which is posted on the Company's
Official Website and is available at the following address: https://prodea.gr/pdf_pages/inaugural-sustainability-
report/.
Athens, 22 April 2024
The Chairman The members
Spyridon Makridakis Prodomos Vlamis
Garyfallia Spyriouni
Supplementary Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
72
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, 2023 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, 2023:
Invel Real Estate BV directly owns 6.78% of the voting rights in the Company and Invel Real Estate (Netherlands) II
B.V. holds directly 78.13% 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
Mr. Christophoros Papachristophorou, who controls, pursuant to point (dd) of art. 3 para. 1(c) of L. 3556/2007,
INVEL RE HOLDINGS (CYPRUS) LIMITED, who in turn acquired the control of INVEL REAL ESTATE PARTNERS GREECE
SAS; INVEL REAL ESTATE PARTNERS GREECE SAS holds the entirety (100%) of the voting shares in INVEL REAL
ESTATE B.V. which is a direct shareholder in the Company by 6.78%. Further, INVEL REAL ESTATE PARTNERS GREECE
SAS is a majority shareholder in INVEL REAL ESTATE (NETHERLANDS) COOPERATIEF II UA which holds the majority
of voting rights in INVEL REAL ESTATE (NETHERLANDS) II PARENT B.V. which in turn is a 100% shareholder in INVEL
REAL ESTATE (NETHERLANDS) II B.V. which is a direct shareholder in the Company by 78.13%. The company INVEL
REAL ESTATE (NETHERLANDS) II B.V. is also a 100% shareholder in ANTHOS PROPERTIES SINGLE MEMBER S.A.,
which is a direct shareholder of the Company by 2.1%.
As a result, INVEL RE HOLDINGS (CYPRUS) LIMITED indirectly acquired control of 87.01% of the shares and voting
rights in the Company.
As reported in the notification dated 24.01.2024 of significant changes in shareholdings in Law 3556/2007
submitted to the Company by, (a) the legal persons INVEL REAL ESTATE B.V. and INVEL RE HOLDINGS (CYPRUS)
LIMITED as well as by Mr. Christophoros Papachristophorou and (b) the legal persons Ascetico Limited and Yoda
PLC as well as by Mr. Ioannis Papalekas, the direct shareholding in the Company of INVEL REAL ESTATE B.V.
decreased from 6.78% to 1.56% of the total number of shares and voting rights, while the direct shareholding of
Ascetico Limited in the Company amounted to 5,22% of the total number of shares and voting rights. Ascetico
Limited is a wholly owned subsidiary of Yoda PLC; Mr. Ioannis Papalekas is the beneficiary owner of Yoda PLC.
On the date of the issuance of the Financial Statements, Invel Real Estate (Netherlands) II B.V. holds directly
78.13%, INVEL REAL ESTATE B.V. holds directly 1.25% and Ascetico Limited holds directly 5.29% of the total number
of shares and voting rights in the Company The company INVEL REAL ESTATE (NETHERLANDS) II B.V. is also a 100%
shareholder in ANTHOS PROPERTIES SINGLE MEMBER S.A., which is a direct shareholder of the Company by 2.1%.
Supplementary Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
73
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.
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
shares
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
Supplementary Report
on the Financial Statements as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
74
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
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 23, 2024
The Vice-Chairman B’ of the BoD
and CEO
The Executive Member of the BoD
The Executive Member of the BoD
Aristotelis Karytinos
Thiresia Messari
Athanasios Karagiannis
A member firm of Ernst & Young Global Limited
75
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 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, 2023, the separate and consolidated statement of comprehensive income, the statement of
changes in equity and cash flows for the year then ended and notes to the financial statements, including material
accounting policy information.
In our opinion, the 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, 2023 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, were addressed in the context of our audit of the separate and consolidated financial statements as
a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.
A member firm of Ernst & Young Global Limited
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 separate
and consolidated financial statements.
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 67% of the Company’s total assets and
81% of the Group’s total assets.
Their fair value, as of December 31, 2023, amounts to
Euro 1.711 million for the Company and Euro 2.417
million for the Group. The Investment Property
portfolio consists of offices, retails, bank branches,
hotels, logistics, petrol stations, parking spaces, land
plots, residential properties and other properties with
special use. 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 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 for the exit yields used for the
properties under valuation
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, 2023.
• We examined on a sample basis whether significant
information about the properties used in the
A member firm of Ernst & Young Global Limited
• Estimation about the discounted cash flows
method, the comparative method, direct
capitalization method, residual method and
depreciated replacement cost method
• 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 2.6 –
“Investment property”, 2.23 – “Assets and liabilities
held for sale and discontinued operations”, 4.1 –
“Significant Accounting Estimates and Judgements”
and 6 – “Investment Property” and 15 - “Assets held for
sale” of the consolidated and separate financial
statements.
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, 2023 with the
corresponding values at December 31, 2022, or with
the acquisition value for properties acquired in 2023,
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 2.6– “Investment
property”, 2.23 – “Assets and liabilities held for sale and
discontinued operations”, 4.1 – “Significant Accounting
Estimates and Judgements”, 6 – “Investment Property
and 15 - “Assets held for sale” of the separate and
consolidated financial statements.
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.
A member firm of Ernst & Young Global Limited
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.
• 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
A member firm of Ernst & Young Global Limited
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 those matters that were of
most significance in the audit of the separate and consolidated financial statements of the current period and are
therefore the key audit matters.
Report on Other Legal and Regulatory Requirements
1. Board of Directors’ Report
Taking into consideration that management is responsible for the preparation of the Board of Directors’ Report
and 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 separate and consolidated financial
statements for the year ended December 31, 2023.
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.
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.
A member firm of Ernst & Young Global Limited
Non-audit services provided by us to the Company and its subsidiaries during the year ended December 31, 2023,
are disclosed in note 36 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, since then, uninterruptedly renewed by the Annual General Assembly of the shareholders of the
Company for three years.
5. Rules of Procedure
“Prodea Real Estate Investment Company Société Anonyme” 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 2023 and XBRL files (“549300XDXYOF57JOFT72-2023-12-
31-el.zip”), 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").
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 consolidated financial statements of the
Company for the year ended 31 December 2023, 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.
A member firm of Ernst & Young Global Limited
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.
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 2023, in XHTML file format, as well as the
required XBRL files “549300XDXYOF57JOFT72-2023-12-31-el.zip” 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 23, 2024
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
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
Statement of Financial Position
as at December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
The notes on pages 89 to 162 form an integral part of these Financial Statements
82
Group
Company
Note
31.12.2023
31.12.2022
31.12.2023
31.12.2022
ASSETS
Non-current assets
Investment property
6
1,626,855
1,651,018
Investments in subsidiaries
9
402,053
420,388
Investments in joint ventures
10
113,938
114,381
Property and equipment
7
9,866
10,019
Intangible assets
112
20
Derivative financial instruments
16
1,694
11,006
Other long-term assets
11
104,331
29,773
Total non-current assets
2,258,849
2,236,605
Current assets
Trade and other assets
12
33,176
61,761
Inventory property
13
4,517
4,517
Cash and cash equivalents
14
164,656
150,143
Derivative financial instruments
16
3,612
-
Restricted cash
15
14
205,976
216,435
Assets held for sale
15
86,824
45,974
Total current assets
292,800
262,409
Total assets
2,551,649
2,499,014
SHAREHOLDERS’ EQUITY
Share capital
17
692,390
692,390
Share premium
17
15,970
15,970
Reserves
18
269,783
363,081
Retained Earnings
411,791
284,719
Equity attributable to equity holders of the parent
1,389,934
1,356,160
Non-controlling interests
19
-
-
Total equity
1,389,934
1,356,160
LIABILITIES
Long-term liabilities
Borrowings
20
944,913
978,963
Retirement benefit obligations
21
135
162
Deferred tax liability
23
-
-
Other long-term liabilities
8,606
5,786
Total long-term liabilities
953,654
984,911
Short-term liabilities
Trade and other payables
22
27,842
37,524
Borrowings
20
173,635
118,116
Current tax liabilities
6,584
2,303
208,061
157,943
Liabilities associated with assets held for sale
-
-
Total short-term liabilities
208,061
157,943
Total liabilities
1,161,715
1,142,854
Total equity and liabilities
2,551,649
2,499,014
Athens, April 23, 2024
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, 2023
All amounts expressed in € thousand, unless otherwise stated
The notes on pages 89 to 162 form an integral part of these Financial Statements
83
Group
Company
From 01.01. to
From 01.01. to
Note
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Revenue
25
120,536
104,319
120,536
104,319
Gain from disposal of Investment properties
6
4,383
1,421
Direct property related expenses
27
(17,014 )
(16,578 )
(4,888)
(5,000)
Property taxes-levies
26
(13,081 )
(11,541 )
(8,822)
(7,461)
Personnel expenses
28
(9,403 )
(8,546 )
(9,202)
(8,355)
Depreciation of property and equipment and amortisation
of intangible assets
7
(505 )
(549 )
(481)
(523)
Net change in inventory property
13
(3,124 )
(37,006 )
-
-
Net impairment loss on financial assets
11,12
(1,586 )
(1,532 )
(1,241)
(2,460)
Net impairment loss on non - financial assets
9,12
(216 )
(4,095 )
(10,606)
(5,768)
Gain from disposal of subsidiary
9
-
-
Gain / (Loss) from acquisition of control in subsidiary
(1,164 )
-
1,293
Other income
29
13,257
15,051
Other expenses
30
(9,938 )
(9,244 )
(6,231)
(5,439)
Corporate Responsibility
(639 )
(726 )
(639)
(726)
Operating Profit before fair value adjustment of
investment properties
96,066
86,352
Net gain from the fair value adjustment of investment
properties
6
63,893
55,651
Operating Profit
159,959
142,003
Share of profit / (loss) of joint ventures
10
(131 )
-
-
Net change in fair value of financial instruments at fair value
through profit or loss
16
(5,700 )
(5,700)
3,975
Finance income
2,006
963
Finance costs
31
(75,860 )
(43,283 )
(57,486)
(33,761)
Profit before tax
98,779
113,180
Taxes
32
(10,161 )
(861 )
(11,473)
(3,391)
Profit for year
87,306
109,789
Attributable to:
Non-controlling interests
(13,250 )
(4,875 )
-
-
Company’s equity shareholders
87,306
109,789
87,306
109,789
- Earnings per share (expressed in
- € per share) - Basic and diluted
33
Athens, April 23, 2024
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, 2023
All amounts expressed in € thousand, unless otherwise stated
The notes on pages 89 to 162 form an integral part of these Financial Statements
84
Group
Company
From 01.01. to
From 01.01. to
Note
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Profit for the year
87,306
109,789
Other comprehensive income / (loss):
Items that may not be reclassified subsequently to
profit or loss:
Share of other comprehensive income from joint
ventures
10
-
-
Actuarial gains on defined benefit plans
21
27
-
Total of items that may not be reclassified
subsequently to profit or loss
27
-
Items that may be reclassified subsequently
to profit or loss:
Cash flow hedge
16
(1,084 )
-
-
Cost of cash flow hedge
16
(2,934 )
Currency translation differences
(9 )
(146 )
-
-
Total of items that may be reclassified subsequently
to profit or loss
-
-
Other comprehensive income for the year
27
-
Total comprehensive income for the year
87,333
109,789
Attributable to:
Non-controlling interests
(12,945 )
(4,511 )
-
-
Company’s equity shareholders
87,333
109,789
87,333
109,789
Athens, April 23, 2024
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 December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
The notes on pages 89 to 162 form an integral part of these Financial Statements
85
Attributable to Company’s shareholders
Note
Share capital
Share
premium
Reserves
Retained Earnings /
(Losses)
Total
Non-
controlling
interests
Total
Balance January 1, 2022
Profit for the year
(4,875 )
Other comprehensive income for the year
Total comprehensive income after tax
(4,511 )
Share capital increase of non-controlling
interests
Share capital reduction of non-controlling
interests
(30,964 )
(30,964 )
Acquisition of subsidiaries
Shareholder’s transactions of non-
controlling
Interests
(14,684 )
(14,684 )
Partial disposal of subsidiary
Transfer to reserves
(4,324 )
Dividend distribution 2021
24
(43,179 )
(43,179 )
(1,139 )
(44,318 )
Preliminary dividend distribution 2022
24
(28,104 )
(28,104 )
(1,000 )
(29,104 )
Balance December 31, 2022
Balance January 1, 2023
Profit for the year
(13,250 )
Other comprehensive income for the year
Total comprehensive income after tax
(12,945 )
Share capital increase of non-controlling
interests
Disposal of subsidiaries
(705 )
(705 )
Transfer to reserves
(3,691 )
Transfer from reserves
18
(96,652 )
Dividend distribution 2022
24
(37,047 )
(37,047 )
(836 )
(37,883 )
Preliminary dividend distribution 2023
24
(28,104 )
(28,104 )
(28,104 )
Balance December 31, 2023
Statement of Changes in Equity - Company
for the year ended December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
The notes on pages 89 to 162 form an integral part of these Financial Statements
86
Note
Share capital
Share premium
Reserves
Retained Earnings /
(Losses)
Total
Balance January 1, 2022
692,390
15,970
358,981
211,318
1,278,659
Profit for the year
-
-
-
109,789
109,789
Total comprehensive income after tax
-
-
-
109,789
109,789
Transfer to reserves
-
-
3,898
(3,898)
-
Dividend distribution 2021
24
-
-
-
(43,179)
(43,179)
Preliminary dividend distribution 2022
24
-
-
-
(28,104)
(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
Balance January 1, 2023
692,390
15,970
363,081
284,719
1,356,160
Profit for the year
-
-
-
87,306
87,306
Other comprehensive income for the year
-
-
27
-
27
Total comprehensive income after tax
-
-
27
87,306
87,333
Transfer to reserves
-
-
3,138
(3,138)
-
Transfer from reserves
18
-
-
(96,652)
96,652
-
Dividend distribution 2022
24
-
-
-
(37,047)
(37,047)
Preliminary dividend distribution 2023
24
-
-
-
(28,104)
(28,104)
Effect from Merger
-
-
189
11,403
11,592
Balance December 31, 2023
692,390
15,970
269,783
411,791
1,389,934
Cash Flow Statement - Group
for the year ended December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
The notes on pages 89 to 162 form an integral part of these Financial Statements
87
From 01.01. to
Note
31.12.2023
31.12.2022
Cash flows from operating activities
Profit before tax
Adjustments for:
- Provisions for employee benefits
- Depreciation of property and equipment and amortisation of intangible assets
7
- Gain from disposal of subsidiary
(1,559 )
- Net (gain) / loss from the fair value adjustment of investment properties
6
(39,556 )
(59,669 )
- Finance income
(1,880 )
(529 )
- Finance costs
31
- Net change in fair value of financial instruments at fair value through profit or
loss
(3,975 )
- Net impairment loss on financial assets
- Net impairment loss on non-financial assets
- Gain from disposal of investment properties
6
(4,329 )
(1,367 )
- (Gain) / Loss from acquisition of subsidiaries
- Share of (Gain) / Loss of joint ventures
10
(928 )
- Other
(2,047 )
Changes in working capital:
- Decrease in receivables
- (Increase) / Decrease of inventories
(12,226 )
- Decrease in payables
(19,697 )
(11,026 )
Cash flows from operating activities
Interest paid
(65,643 )
(36,851 )
Tax paid
(8,451 )
(2,713 )
Net cash flows from operating activities
Cash flows from / (used in) investing activities
Acquisition of investment property
6
(147,562 )
Subsequent capital expenditure on investment property
6
(13,469 )
(26,914 )
Proceeds from disposal of investment property
Purchases of property and equipment and intangible assets
7
(202 )
(45 )
Prepayments and expenses related to future acquisition of investment property
(97,464 )
(2,018 )
Prepayments related to disposal of investment property
Proceeds from disposal of subsidiaries
9
Acquisitions of subsidiaries (net of cash acquired)
8
(5,990 )
(14,076 )
Acquisition of investment in joint ventures
10
(172 )
(29,185 )
Acquisition of additional shareholding in subsidiaries
9,10
(9,977 )
(7,570 )
Participation in share capital increase of investment in joint ventures
10
(10,867 )
(4,435 )
Proceeds from share capital decrease of joint ventures
10
Interest received
Net cash flows from / (used) in investing activities
(157,379 )
Cash flows from / (used in) financing activities
Decrease of restricted cash
(5,008 )
Costs of acquisition of derivative financial instruments
16
(11,378 )
Decrease of share capital
(30,775 )
Proceeds from share capital increase of subsidiaries
Proceeds from the issuance of bond loans and other borrowed funds
20
Expenses related to the issuance of bond loans and other borrowed funds
(1,126 )
(5,363 )
Repayment of borrowings
(211,690 )
(233,553 )
Dividends paid
24
(66,271 )
(72,151 )
Net cash flows used in financing activities
(109,959 )
(54,420 )
Net increase / (decrease) in cash and cash equivalents
(121,223 )
Cash and cash equivalents at the beginning of the year
Effect of foreign exchange currency differences on cash and cash equivalents
(43 )
(128 )
Cash and cash equivalents at the end of the year
14
Cash Flow Statement - Company
for the year ended December 31, 2023
All amounts expressed in € thousand, unless otherwise stated
The notes on pages 89 to 162 form an integral part of these Financial Statements
88
From 01.01. to
Note
31.12.2023
31.12.2022
Cash flows from operating activities
Profit before tax
98,779
113,180
Adjustments for:
- Provisions for employee benefits
14
13
- Depreciation of property and equipment and amortisation of intangible assets
7
481
523
- Net gain from the fair value adjustment of investment properties
6
(63,893)
(55,651)
- Finance income
(2,006)
(963)
- Finance costs
31
57,486
33,761
- Net impairment loss on financial assets
1,241
2,460
- Net impairment loss on non-financial assets
10,606
5,768
- Net change in fair value of financial instruments at fair value through profit or
loss
5,700
(3,975)
- Gain from disposal of investment properties
(4,383)
(1,421)
- Gain from acquisition of subsidiaries
-
(1,293)
- Other
(2,034)
-
Changes in working capital:
- (Increase) / Decrease in receivables
691
(3,256)
- Increase / (Decrease) in payables
(6,603)
2,968
Cash flows from operating activities
96,079
92,114
Interest paid
(51,754)
(30,569)
Tax paid
(7,631)
(2,129)
Net cash flows from operating activities
36,694
59,416
Cash flows from / (used in) investing activities
Acquisition of investment property
6
-
(130,436)
Subsequent capital expenditure on investment property
6
(4,544)
(8,313)
Proceeds from disposal of investment property
213,058
3,765
Purchases of property and equipment and intangible assets
7
(202)
(45)
Prepayments and expenses related to future acquisition of investment property
(73,565)
(2,018)
Prepayments related to disposal of investment property
2,080
-
Acquisition of subsidiaries
8
(8,400)
(18,746)
Proceeds from disposal of subsidiaries
-
45,899
Acquisition of additional shareholding in subsidiaries
(9,977)
(7,570)
Acquisition of investment in joint ventures
(172)
(29,185)
Participation in subsidiaries’ capital increase and Investment in joint ventures
9,10
(58,028)
(35,210)
Proceeds from investment’s capital decrease in subsidiaries and joint ventures
9,10
16,250
60,167
Interest received
1,230
256
Net cash flows used in investing activities
77,730
(121,436)
Cash flows from / (used in) financing activities
Costs of acquisition of derivative financial instruments
16
-
(7,800)
Proceeds from the issuance of bond loans and
other borrowed funds
154,495
108,760
Expenses related to the issuance of bond loans and
other borrowed funds
(1,126)
(582)
Repayment of borrowings
(193,718)
(83,906)
Dividends paid
24
(65,150)
(71,282)
Net cash flows used in financing activities
(105,499)
(54,810)
Net increase / (decrease) in cash and cash equivalents
8,925
(116,830)
Cash and cash equivalents at the beginning of the year
150,143
256,632
Effect from Merger
5,588
10,341
Cash and cash equivalents at the end of the year
14
164,656
150,143
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
89
NOTE 1: General Information
“Prodea Real Estate Investment Company Société Anonyme ” (hereinafter “Company”) operates in the real estate
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,
The Company together with its subsidiaries (hereinafter the “Group”) operates in real estate investments both in
On December 21, 2023, the merger by absorption (the “Merger”) of the 100% subsidiaries “IQ HUB S.M.S.A.”,
“THETIS ΚΤIΜΑΤΙΚI - ΕΜPORΙΚI S.M.S.A.” and “Panterra 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. 3183294/21.12.2023 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, articles 1 - 5 of L.
2166/1993, each as in force and in accordance with the provisions of No. 8.928/20.12 .2023 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.
As at December 31, 2023, the Group’s and the Company’s number of employees was 55 and 54, respectively
(December 31, 2022: 48 employees for the Group and 47 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
90
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 23, 2024 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 Material Accounting Policies
2.1 Basis of preparation
The financial information of the Group and the Company for the year ended December 31, 2023 (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
91
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
The Company's Management closely monitors and evaluates the current geopolitical 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.
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. 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 two interest rate caps 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 is 64.9%. Taking into consideration the loan prepayments of a total amount
of €46,419 completed subsequent to December 31, 2023, due to the disposal of properties to the National Bank
of Greece S.A. which concluded on December 21, 2023 (Note 6 and 15 on the Financial Statements) as the event
took place prior to December 31, 2023, the proportion of the Group's loans under fixed interest rates or for which
interest rate hedging agreements have already been concluded is 67.2%. It is noted that subsequent to December
31, 2023, the Company entered into an additional interest rate cap for an amount of €350,000 in order to further
reduce the Group's and the Company's exposure to interest rate fluctuations.
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 geopolitical crisis and increase in
prices in general may have on the financial conditions of the Group's customers.
Finally, the Company will intensify its efforts to implement "green" energy investments in eligible properties (e.g.
installation of photovoltaic systems on the rooftops of logistics buildings) in order to reduce the carbon footprint
on both the Group and its tenants.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
92
2.3 Adoption of International Financial Reporting Standards (IFRSs)
2.3.1 New standards, amendments and interpretations to existing standards applied from 1 January 2023:
New standards, amendments and interpretations to existing standards applied from 1 January 2023 are:
• IFRS 17 insurance contracts,
• IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting
policies (Amendments),
• IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates
(Amendments),
• IAS 12 Income taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction
(Amendments),
• IAS 12 Income taxes: International Tax Reform - Pillar Two Model Rules (Amendments)
The newly adopted IFRS and amendments to IFRS did not have a material impact on the Group’s/Company’s
accounting policies, except IAS 1.
• IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies
(Amendments). The Amendments are effective for annual periods beginning on or after January 1, 2023, with
earlier application permitted. The amendments provide guidance on the application of materiality judgements
to accounting policy disclosures. In particular, the amendments to IAS 1 replace the requirement to disclose
‘significant’ accounting policies with a requirement to disclose ‘material’ accounting policies. Also, guidance
and illustrative examples are added in the Practice Statement to assist in the application of the materiality
concept when making judgements about accounting policy disclosures.
The Company evaluated and amended the disclosure of its accounting policies in accordance with the
instructions of IAS 1. These amendments had no material impact on the Financial Statements of the Group and
the Company.
2.3.2 New standards and amendments to existing standards effective after 2023:
The standards/amendments that are not yet effective, but they have been endorsed by the European Union:
• IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current
(Amendments). The amendments are effective for annual reporting periods beginning on or after January
1, 2024, with earlier application permitted, and will need to be applied retrospectively in accordance with
IAS 8. Management assesses that the amendments will not have material impact on the Financial
Statements of the Group and the Company.
• IFRS 16 Leases: Lease Liability in a Sale and Leaseback (amendments). The amendments are effective for
annual reporting periods beginning on or after January 1, 2024, with earlier application permitted.
Management assesses that the amendments will not have material impact on the Financial Statements
of the Group and the Company.
• IFRS 18 – Presentation and Disclosure in Financial Statements: On 9 April 2024, the IASB issued the IFRS
18 – Presentation and Disclosure in Financial Statements which replaces IAS 1 – Presentation of Financial
Statements and it becomes effective for annual reporting periods beginning on or after January 1, 2027.
IFRS 18 introduces new requirements on presentation within the statement of profit or loss, including
specified totals and subtotals. It also requires disclosure of management-defined performance measures
and includes new requirements for aggregation and disaggregation of financial information based on the
identified ‘roles’ of the primary financial statements and the notes. In addition, there are consequential
amendments to other accounting standards. The standard has not been endorsed by the EU. In the
following reporting periods, Management will analyze the requirements of this newly issued standard and
assess its impact.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
93
2.4 Consolidation
2.4.1 Basis of consolidation
The consolidated Financial Statements incorporate the Financial Statements of the Company and its subsidiaries
which are entities controlled by the Company. Control is achieved, if and only if, the Company has a) power over
the subsidiaries b) exposure, or rights to variable returns from its involvement with the subsidiaries and c) the
ability to use its power over the subsidiaries to affect the amount of the Company’s returns.
Income and expenses and other comprehensive income of subsidiaries acquired or disposed of during the year are
included in the consolidated income statement and in the consolidated statement of comprehensive income from
the effective date of acquisition and up to the effective date of disposal, as appropriate. Profit for the period and
total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling
interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the Financial Statements of subsidiaries to bring their accounting
policies in line with those of the Group.
All intragroup transactions, balances, income and expenses are eliminated in full on consolidation.
2.4.2 Non-controlling interests
Non-controlling interests may be initially measured either at fair value or at the non-controlling interests'
proportionate share of the fair values of the recognized amounts of the acquiree's identifiable net assets. The
choice of measurement basis is made on a transaction-by-transaction basis. Subsequent to acquisition, the carrying
amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling
interests’ share of subsequent changes in equity. Total comprehensive income/ (expense) is attributed to non-
controlling interests even if this results in the non-controlling interests having a deficit balance.
2.4.3 Changes in the Group's ownership interest in subsidiaries that do not result in loss of control
Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the
subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the
noncontrolling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any
difference between the amount by which the non-controlling interests are adjusted and the fair value of the
consideration paid or received is recognised directly in equity and attributed to owners of the Company.
2.4.4 Loss/ Gaining of control
When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between
(i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii)
the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any
noncontrolling interests. For assets of the subsidiary carried at fair value with the related cumulative gain or loss
recognised in other comprehensive income, the amounts previously recognised in other comprehensive income
are accounted for as if the Company had directly disposed of the relevant assets (i.e., reclassified to the income
statement or transferred directly to retained earnings as specified by applicable IFRSs).
The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as
the fair value on initial recognition for subsequent accounting under IFRS 9 “Financial Instruments” or, when
applicable, the cost on initial recognition of an investment in an associate or a jointly controlled entity.
In case of acquisition of an additional percentage in investment in joint ventures, which leads to acquisition of
control, the Group measures the existing participation at a fair value under IFRS 13. The result, profit or loss, from
the remeasurement at fair value is recorded in the income statement for the current year.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
94
2.4.5 Put options on non-controlling interests
The Group occasionally enters into arrangements either as part or independently of a business combination,
whereby the Group is committed to acquire the shares held by the non-controlling interest holder in a subsidiary
or whereby a non-controlling interest holder can put its shares to the Group.
In these cases, the Group in the consolidated Financial Statements recognises a financial liability. The liability is
measured at present value and is recognised directly in the equity of the Group.
2.4.6 Investments in subsidiaries in separate Financial Statements
In the Company’s Financial Statements subsidiaries are measured at cost less impairment.
2.4.7 Impairment assessment of investments in subsidiaries in separate Financial Statements
At each reporting date, the Company assesses whether there is any indication that an investment in a subsidiary,
an associate or a jointly controlled entity may be impaired. If any such indication exists, the Company estimates
the recoverable amount of the investment. Where the carrying amount of an investment is greater than its
estimated recoverable amount, it is written down immediately to its recoverable amount.
2.4.8 Investments in joint ventures
Join venture is a joint agreement by which the parties which have common control have rights to the net assets of
the venture. Common control is the contractually agreed joint exercise of control of an agreement, which exists
only when the decisions on the relevant activities require the unanimous consent of the parties exercising joint
control. The estimates which are used to determine joint control are similar to those required to determine control
over subsidiaries.
The Group's investments in joint ventures are presented according to the equity method. Based on this method,
the investments in joint ventures are presented in the statement of financial position at cost plus the percentage
of the Group's participation in the changes of their net position after the initial acquisition date.
The profits or losses of the joint ventures after the acquisition date attributable to the Group are recognized in the
consolidated income statement. Any change in the other total comprehensive income of these joint ventures is
presented as part of the other total comprehensive income of the Group. Unrealized gains or losses arising from
transactions of the Group and the joint ventures are eliminated at the percentages of the Group's participation in
them.
If a joint venture uses accounting policies different from those of the Group for similar transactions and events in
similar circumstances, appropriate adjustments are made to the financial statements of the associate or joint
venture to apply the equity method. The financial statements of the joint ventures are prepared for the same
reporting period as the parent company.
If the Group's share in the losses of a joint venture is equal to or exceeds the carrying amount of the investment,
the Group ceases to recognize its share of further losses, unless it has incurred legal or presumptive liabilities or
has made payments on behalf of the joint venture.
Following the application of the equity method, the Group applies the requirements of the relevant IFRSs to
determine whether it should recognize any additional impairment losses in respect of its net investment in the
joint venture. The Group performs an impairment test at the end of each period by comparing the recoverable
amount of the investment in the associate or joint venture with its book value and recording the difference in the
income statement for the period.
The participations in associates or joint ventures in the financial position of the Company are valued at acquisition
cost less any accumulated impairment losses.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
95
2.5 Business Combinations
2.5.1 Acquisition method
Acquisitions of businesses within the scope of IFRS 3 are accounted for using the acquisition method. The
consideration transferred in a business combination is measured at fair value, which is calculated as the sum of
the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the
former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree.
Acquisition-related costs are generally recognised in the income statement as incurred. At the acquisition date,
the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date,
except for:
• deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are
recognized and measured in accordance with IAS 12 “Income Taxes” and IAS 19 “Employee Benefits
respectively;
• liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based
payment arrangements of the Group entered into to replace share-based payment arrangements of the
acquiree are measured in accordance with IFRS 2 “Share-based Payment” at the acquisition date; and
• assets (or disposal groups) classified as held for sale in accordance with IFRS 5 “Non-current Assets Held for
Sale and Discontinued Operations” are measured in accordance with that Standard.
2.5.2 Goodwill
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling
interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any)
over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after
reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed
exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and
the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately
in the income statement.
2.5.3 Contingent consideration
When the consideration transferred by the Group in a business combination includes assets or liabilities resulting
from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair
value and included as part of the consideration transferred in a business combination. Changes in the fair value of
the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with
corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from
additional information obtained during the “measurement period” (which cannot exceed one year from the
acquisition date) about facts and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as
measurement period adjustments depends on how the contingent consideration is classified. Contingent
consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent
settlement is accounted for within equity. Contingent consideration that is classified as a financial asset under IFRS
9 or a non-financial asset or a liability is remeasured at subsequent reporting dates at fair value with the
corresponding gain or loss being recognized in the income statement. In the case of a variable consideration, the
Group recognizes the variable part as a liability or asset when it becomes final.
2.5.4 Business combinations achieved in stages
When a business combination is achieved in stages, the Group's previously held equity interest in the acquiree is
remeasured to fair value at the acquisition date (i.e., the date when the Group obtains control) and the resulting
gain or loss, if any, is recognised in the income statement. Amounts arising from interests in the acquiree prior to
the acquisition date that have previously been recognised in other comprehensive income are reclassified to the
income statement where such treatment would be appropriate if that interest were disposed of.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
96
2.5.5 Provisional accounting
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the
combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete.
Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are
recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition
date that, if known, would have affected the amounts recognised at that date. In case of variable consideration,
the Group recognize the variable part as liability when it becomes final.
2.5.6 Asset acquisitions
For the acquisition of a subsidiary, which do not fall under the definition of a business combination, the Group
identifies and recognizes the individual identifiable assets and liabilities of the acquired company, based on the
consideration paid for the acquisition, which is allocated to those assets and liabilities based on their relative fair
values at the date of the acquisition. Such transactions do not give rise to goodwill. In the case of a variable
consideration, the Group recognizes the variable part as a liability or receivable when it becomes final.
2.6 Investment Property
Properties that are held with the intention of earning rentals or / and for capital appreciation are included in
investment property.
Investment property comprises land and buildings of the Company and the Group and are either leased or are
exploited as well as the properties which are developed for future use as investment property. Investment
property is measured initially at its cost, including related transaction costs and borrowing costs.
After initial recognition, investment property is carried at fair value. Fair value is based on active market prices,
adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If this information
is not available, the Group uses alternative valuation methods such as recent prices on less active markets or
discounted cash flow projections. These valuations are appraised as at June 30 and December 31 each year by an
independent professional valuer in accordance with the guidance issued by the International Valuation Standards
Committee.
Investment property under development is measured at fair value only if it can be measured reliably.
Investment property further qualified for continued use as investment property, or for which the market has
become less active, continues to be valued at fair value.
The fair value of investment property reflects, among other things, rental income from current leases and
assumptions about rental income from future leases according to current market conditions.
The fair value also reflects, on a similar basis, any cash outflows (including rental payments and other outflows)
that could be expected in respect of the property. Some of those outflows are reflected as a liability; whereas
others, including contingent rent payments, are not recognised in the Financial Statements.
Subsequent expenditure is charged to the asset’s carrying amount only when it is probable that future economic
benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Repairs
and maintenance costs are charged to the income statement during the financial period in which they are incurred.
Changes in fair values are recorded in the income statement. Investment property is derecognised when disposed
or when use of investment property is ended and there is no future economic benefit expected from the disposal.
If an investment property becomes owner-occupied, it is reclassified as property and equipment and its fair value
at the date of reclassification becomes its cost for accounting purposes.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
97
If an item of property and equipment becomes an investment property because its use has changed, any difference
resulting between the carrying amount and the fair value of this item at the date of transfer is recognised in equity
as a revaluation of property and equipment under IAS 16.
However, if a fair value gain reverses a previous impairment loss, the gain is recognised in the income statement
to the extent that this gain reverses a previous impairment loss. Any remaining profit is recognized in OCI by
increasing the asset revaluation reserve in equity. In case of loss, it is recognised directly in income statement.
Investment property held for sale without redevelopment, is classified within non-current assets held for sale
under IFRS 5. A property’s value at the time of the classification is its fair value at the date of the transfer. For
subsequent measurement it is the fair value according to the latest valuation.
2.7 Property and Equipment
Property and equipment which include land, buildings and equipment held by the Group for use in the supply
of services and for administrative purposes.
Property and equipment include land, buildings and equipment held by the Group for use in the supply of services
or for administrative purposes. Property and equipment are initially recorded at cost, which includes all costs that
are required to bring an asset into operating condition.
Subsequent to initial recognition, property and equipment are measured at cost less accumulated depreciation
and accumulated impairment losses. Costs incurred subsequent to the acquisition of an asset, which is classified
as property and equipment, are capitalized only when it is probable that they will result in future economic benefits
to the Group beyond those originally anticipated from the asset, otherwise they are expensed as incurred.
Depreciation of an item of property and equipment begins when it is available for use and ceases only when the
asset is derecognised. Therefore, the depreciation of an item of property and equipment that is retired from active
use does not cease unless it is fully depreciated. Property and equipment are depreciated on a straight-line basis
over their estimated useful lives, which can be reassessed. Estimated useful lives of property and equipment per
category is as follows:
Land: No depreciation
Buildings: 40 years
Leasehold improvements: During the lease term
Furniture and other equipment: 3 – 10 years
Motor vehicles: up to 10 years
Other tangible assets: 5 years
At each reporting date, the Group assesses whether there is an indication that an item of property and equipment
may be impaired. If any such indication exists, the Group estimates the recoverable amount of the asset. When
the carrying amount of an asset is greater than its estimated recoverable amount, it is impaired to its recoverable
amount.
Gains and losses on disposal of property and equipment are determined by reference to their carrying amount and
the amount of the gains/losses is recognized in the income statement.
2.8 Inventory Property
Property acquired or being constructed for sale in the ordinary course of business rather than to be held for rental
or capital appreciation, is held as inventory property and is measured at the lower of cost and net realizable value
(NRV).
Inventory property held for sale in the ordinary course of business mainly concern residential property that the
Group develops and intends to sell before or after completion of construction.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
98
The cost of inventory includes all acquisition and processing costs and other costs incurred to bring the inventory
to their current condition.
Inventory property is initially recorded at acquisition cost. Subsequent measurement is performed at the lower of
cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business,
less the estimated costs necessary to perform the sale. Write-offs and impairment losses are recognized when they
occur and are recorded in the income statement. When inventory property is sold, the book value is recognized as
an expense in the period in which the related income was recognized. The carrying amount of inventory property
recognised in profit or loss is determined with reference to the directly attributable costs incurred on the property
sold and an allocation of any other related costs based on the relative size of the property sold.
2.9 Leases
Group Company as the Lessor
Operating Leases: The Group leases out owned properties under operating leases and are included in the
statement of financial position as investment property (Note 6). Rental income (net of any incentives given to the
lessees) is recognised on a straight-line basis over the lease term. Rental guarantees received at the inception of
the lease contract are recognized as liabilities and carried at cost.
2.10 Trade and Other Assets
Trade and other assets are recognised initially at their fair value and subsequently measured at amortised cost
using the effective interest rate method (if these are payable after one year), unless the effect of discounting is
not material, less an allowance for expected credit losses (ECL). ECL represent the difference between contractual
cash flows and those that the Group expects to receive.
ECL are recognized on the following basis:
• 12-month ECL are recognized from initial recognition, reflecting the portion of lifetime cash shortfalls that
would result if a default occurs in the 12 months after the reporting date, weighted by the risk of a default
occurring. Receivables in this category are referred to as instruments in stage 1.
• Lifetime ECL are recognized if a significant increase in credit risk (SICR) is detected subsequent to the
instrument’s initial recognition, reflecting lifetime cash shortfalls that would result from all possible default
events over the expected life of a financial instrument, weighted by the risk of a default occurring. Receivables
in this category are referred to as instruments in stage 2.
The Group’s receivables (including those arising from operating leases) are short term in nature and in general
are due in a period less than 12-months, hence ECL are determined for this shorter period where applicable,
irrespective of their classification in stage 1 or 2.
• Lifetime ECL are always recognized for credit-impaired trade and other assets, referred to as instruments in
stage 3. A financial asset is credit impaired when one or more events that have a detrimental impact on the
estimated future cash flows of the financial asset have occurred.
2.11 Cash and Cash Equivalents
For the purpose of the cash flow statement, cash and cash equivalents comprise balances of accounts "cash in
hand" and "demand deposits". Cash equivalents comprise short-term time deposits the original maturity of which
is not more than 90 days. Cash and cash equivalents are used by the Group to serve the short-term liabilities and
the risk of change in fair value is immaterial.
2.12 Share Capital
Shares are classified as equity when there is no obligation to transfer cash or other assets. Incremental external
costs directly attributable to the issue of shares and other equity items, other than on a business combination, are
deducted from equity net of any related income tax benefit.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
99
2.13 Dividend Distribution
Dividends on ordinary shares are recognized as a liability in the period in which they are approved by the
Company’s Shareholders at the Annual General Meeting. Interim dividends are recognized directly within equity
in the period in which they are approved by the Board of Directors effectively from January 1, 2019.
2.14 Trade and Other Payables
Trade and other payables are recognised initially at fair value and subsequently measured using the effective
interest rate method.
2.15 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently
stated at amortised cost. Any difference between the proceeds received (net of transaction costs) and the
redemption values are recognised in the income statement over the period of the borrowings using the effective
interest rate method. Borrowings are classified as current liabilities unless the Group has an unconditional right to
defer settlement of the liability for at least 12 months after the balance sheet date.
2.16 Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are
assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to
the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are
recognised in the income statement under finance cost in the period in which they are incurred.
2.17 Current and Deferred Tax
As a Real Estate Investment Company (“REIC”), in accordance with article 31, par. 3 of L.2778/1999 as in force, the
Company is exempted from corporate income tax and is subject to an annual tax based on its investments and
cash and cash equivalents. More specifically, the tax is determined by reference to the average of the six-month
fair value of its investments and cash and cash equivalents at current prices at the tax rate of 10% of the aggregate
European Central Bank (“ECB”) reference rate plus 1%. With the payment of this tax, the tax liability of the
company and its shareholders is exhausted. Current tax liabilities include the short-term liabilities to the tax
authorities related to the above tax payable. The aforementioned framework also applies to the subsidiaries of the
Company domiciled in Greece.
As the tax liability of the Company (and its subsidiaries domiciled in Greece) is calculated on the basis of its
investments and cash and cash equivalents rather than on its profits, no temporary differences arise and therefore
no deferred tax liabilities and / or assets arise.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the
reporting date in the countries where the Company’s subsidiaries operate and generate taxable income (Note 32).
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable
tax regulations is subject to interpretation and establishes provisions where appropriate on the basis of amounts
expected to be paid to the tax authorities.
Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying
amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the
computation of taxable profit or loss and is accounted for using the balance sheet method.
However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in
a transaction other than a business combination that at the time of the transaction affects neither accounting nor
taxable profit nor loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or
substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset
is realized or the deferred income tax liability is settled.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
100
Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available
against which the temporary differences can be utilized.
2.18 Revenue Recognition
Rental income from operating leases is recognized in income statement on a straight-line basis over the lease term.
When the Group provides incentives to its customers, the cost of incentives is recognized over the lease term, on
a straight-line basis, as a reduction from rental income.
Revenue from sale of properties is recognized with the actual sale.
The recognition of revenue from the sale of inventory property occurs as follows:
The Group and the Company enter into contracts with customers for the sale of properties that have either been
completed or are under construction.
Completed inventory property: The sale of a completed property, constitutes a single performance obligation and
the Group and the Company have determined that it is satisfied at the point in time when control is transferred.
For unconditional exchange of contracts, this generally occurs when legal title is transferred to the customer and
the customer obtains control of the specific asset. For conditional exchanges, this generally occurs when all
significant conditions are satisfied.
Inventory property under development: The Group and the Company examine whether there are promises in the
contract that constitute separate performance obligations to which a portion of the transaction consideration must
be allocated. For contracts related to the sale of inventory property under development, the Group and the
Company are responsible for the overall management of the project and specify various goods and services to be
provided, including design works, material procurement, site preparation and foundation pouring, framing and
plastering, mechanical and electrical work, installation of components (e.g. windows, doors, cabinets, etc.) and
finishing work. The Group and the Company account for these items as a single performance obligation because it
provides a significant service of integrating the goods and services (the inputs) into the completed inventory
property that the customer has contracted to purchase.
For contracts that meet the over time revenue recognition criteria, the Group and the Company recognize revenue
over time by measuring the progress towards the total costs of the said performance obligation. The objective in
measuring progress is to reflect the extent to which the Group and the Company have executed the transfer of
control of the promised goods or services to a customer.
2.19 Finance Income / Costs
Finance income relating to interest on demand deposits and time deposits is recognised in the income statement
using the effective interest method.
Once a financial asset or a group of similar financial assets has been written down as a result of an impairment
loss, finance income is recognised using the rate of interest used to discount the future cash flows for the purpose
of measuring the impairment loss.
Interest expenses for borrowings are recognized within “Finance costs” in the income statement using the effective
interest rate method. Exempt are borrowing costs directly attributable to the acquisition, construction or
production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for
their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially
ready for their intended use or sale.
Fees and direct costs relating to a loan origination or acquiring a security, financing or restructuring and to loan
commitments are deferred and amortised to interest income over the life of the instrument using the effective
interest rate method.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
101
The effective interest rate method is a method of calculating the amortized cost of a financial asset or financial
liability and of allocating the interest income or interest expense over the relevant period. The effective interest
rate is the rate that exactly discounts estimated future cash payments or receipts throughout the expected life of
the financial instrument, or a shorter period where appropriate to the net carrying amount of the financial asset
or the financial liability. When calculating the effective interest rate, the Group estimates cash flows considering
all contractual terms of the financial instrument (for example prepayment options) but does not consider future
credit losses. The calculation includes all fees and points paid or received between parties to the contract that are
an integral part of the effective interest rate, transaction costs and other premiums or discounts.
2.20 Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision-maker is the person or group that allocates resources to
and assesses the performance of the operating segments of an entity. The Group has determined that its chief
operating decision-maker is the Chief Executive Officer.
All transactions between business segments are conducted on an arm’s length basis, with inter-segment revenue
and costs being eliminated. Income and expenses directly associated with each segment are included in
determining business segment performance.
Geographical segments include income and expenses as well as assets and liabilities that are either located or are
managed in the respective geographical areas.
2.21 Related Party Transactions
Related parties include the company’s shareholders (Note 35), as well as the entities in which the abovementioned
shareholders and the Company have the control or exercise influence in making financial and operating decisions.
Additionally, related parties include the members of the Board of Directors, the members of the Management of
the Company and the Group’s subsidiaries, their close relatives, companies owned or controlled by them and
companies over which they can influence the financial and operating cycles. All transactions with related parties
are made on substantially the same terms as those applicable to similar transactions with unrelated parties,
including interest rates and collateral, and do not involve a risk greater than normal.
2.22 Earnings per Share
A basic earnings per share (EPS) ratio is calculated by dividing the net profit or loss for the period attributable to
ordinary shareholders by the weighted average number of ordinary shares outstanding during the period,
excluding the average number of ordinary shares purchased by the Company or held as treasury shares.
A diluted earnings per share ratio is calculated using the same method as the basic EPS, but the determinants are
adjusted to reflect the potential dilution that could occur if convertible debt securities, options, warrants or other
contracts to issue ordinary shares were converted or exercised into ordinary shares.
2.23 Assets and liabilities held for sale and discontinued operations
Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered
principally through a sale transaction rather than through continuing use. This condition is regarded as met only
when the sale is highly probable, and the asset (or disposal group) is available for immediate sale in its present
condition.
To be classified as such, the assets (or groups of assets) must be available for immediate sale in their current
condition and their sale must be highly probable.
Management must be committed to the sale, which should be expected to qualify for recognition as a completed
sale within one year from the date of classification except as permitted by IFRS 5, and actions required to complete
the plan should indicate that it is unlikely that significant changes to the plan will be made or that the plan will be
withdrawn.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
102
Non-current assets held for sale on initial classification are measured at their lower of carrying amount and fair
value less costs to sell and are presented separately in the Statement of Financial Position. Investment properties
classified as non-current assets held for sale are measured at fair value.
During the initial classification of assets held for sale, any impairment loss is included in the income statement,
even in the case of revaluation. The same applies to gains and losses on subsequent re-measurement.
If the Group has classified an asset (or disposal group) as held for sale, but the criteria for classification as such are
no longer met, the Group ceases to classify the asset (or disposal group) as held for sale.
The Group measures a non-current asset (or disposal group) that ceases to be classified as held for sale (or ceases
to be included in disposal group classified as held for sale) at the lower of:
(a) Its carrying amount before the asset (or disposal group) was classified as held for sale, adjusted for any
depreciation or amortisation that would have been recognised had the asset (or disposal group) not been
classified as held for sale, and
(b) Its recoverable amount at the date of the subsequent decision not to sell.
2.24 Restricted Cash
Restricted cash are amounts which may not be used by the Group until a certain point of time or event is reached
or occurs in the future and they are not cash equivalents. In the cases where restricted cash is expected to be used
within one year from the date of the statement of financial position, these are classified as current assets.
However, if it is not expected that restricted cash will be used within one year from the date of the statement of
financial position they are classified as long-term assets.
2.25 Derivative Financial Instruments
Derivative financial instruments, which include interest rate hedging contracts, are recognized when the contracts
are concluded and are initially recognised in the statement of financial position. Subsequently they are re-
measured at their fair value. Derivatives are presented in assets when favorable to the Group and in liabilities
when unfavorable to the counterparties. The transaction costs are gradually recognized in finance costs during the
contract period of the derivative financial instruments. These derivative instruments transacted as effective
economic hedges under Group’s Management positions, and do not qualify for hedge accounting under the
specific rules of IFRS 9. The Group also uses derivative instruments as part of asset management and liabilities
activities in order to manage the risks arising from interest rate fluctuations. The Group applies cash flow hedge
accounting when transactions meet the specified criteria to obtain hedge accounting treatment. Groups criteria
for a derivative instrument to be accounted for as a hedge include:
• At inception of the hedge, there is formal designation and documentation of the hedging instrument, hedged
item, hedging objective, strategy and relationship;
• The hedge is documented showing that it is expected to be highly effective in offsetting the risk in the hedged
item throughout the hedging period. A hedge is considered to be highly effective when it achieves offsetting
changes in fair value between 80% and 125% for the risk being hedged; and
• The hedge is highly effective in an ongoing basis.
Fair value gains or losses associated with the effective portion of a derivative designated as a cash flow hedge are
initially recognised in other comprehensive income. When the cash flows that the derivative is hedging (including
cash flows from transactions that were only forecast when the derivative hedge was effected) materialize, resulting
in income or expense, then the associated gain or loss on the hedging derivative is simultaneously transferred from
the statement of total comprehensive income to income statement. If a cash flow hedge for a forecast transaction
is deemed to be no longer effective or the hedge relationship is terminated, then cumulative gain or loss on the
hedging derivative previously reported in the other comprehensive income is transferred to the income statement
when the committed or forecast transaction occurs.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
103
NOTE 3: Financial Risk Management
3.1 Financial Risk Management
The Group is exposed to a variety of financial risks such as market risk, credit risk and liquidity risk. The financial
risks relates to the following financial instruments: trade and other assets, restricted cash, cash and cash
equivalents, derivative financial instruments, trade and other payables and borrowings. The risk management
policy, followed by the Group, focuses on minimizing the impact of unexpected market changes.
In the context of a prudent financial management policy, the Company's Management seeks to manage its
borrowing (short-term and long-term) by utilizing a variety of financial sources and in accordance with its business
planning and strategic objectives. The Company assesses its financing needs and the available sources of financing
in the international and domestic financial markets and investigates any opportunities to raise additional funds by
issuing loans in these markets.
a) Market risk
i) Foreign exchange risk
Foreign exchange risk arises from foreign currency transactions. The Group has international activities, but the
Group is not significantly exposed to foreign currency risk. The assets and liabilities of the Group are initially
recorded in €, which is its functional currency. The Group's exposure to foreign currency risk at December 31, 2023
and December 31, 2022 is not significant.
ii) Price risk
The Group and the Company are not exposed to price risks. The Group is exposed to risk from price changes in
non-financial instruments, such as in property values and rents which can originate from:
a) the trends 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.
The Group minimizes its exposure to inflation risk as the majority of the Group’s leases consist of long-term
operating leases with tenants of sufficient creditworthiness. 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, and more specifically the l. 2778/1999, 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 40.0% of the final
commercial value after the completion of works and
d) the value of each property must not exceed 25.0% of the value of the property portfolio.
This framework contributes significantly to prevent or/and timely manage related risks.
iii) Cash flow and fair value interest rate risk
The Group has interest bearing assets comprising demand deposits, short-term deposits (Note 14) and restricted
cash. Additionally, the Group has borrowings (Note 20).
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
104
The Group is exposed to fluctuations in interest rates prevailing in the market and on its financial position and cash
flows. Borrowing costs may increase as a result of such changes or 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 repricing dates are limited by contract to a maximum period of six months. In addition, the
Group has entered into interest rate caps for the purpose of hedging the exposure to the floating interest rate. If
the reference rate changed by +/-1.00% the effect on the Group's total comprehensive income is estimated to be
a decrease by €5,394 and an increase by €6,972, respectively.
b) Credit risk
Credit risk relates to cases of default of counterparties to meet their transactional obligations. The Group has
concentration of credit risk with respect to cash and cash equivalents, restricted cash and lease receivables from
operating leases. No material losses are anticipated as lease agreements are conducted with customers - tenants
of sufficient creditworthiness. The Group’s maximum exposure results from related party transactions, since the
majority of the Group's property portfolio is leased to NBG (2023: 33.9%, 2022: 37.4 % of total rental income). In
addition, the Group receives from tenants, in the context of the lease agreements, securities, such as guarantees,
to mitigate credit.
The Group applies IFRS 9 Financial Instruments in relation to the impairment of the Group's financial assets,
including lease receivables.
The impact of IFRS 9 in the Financial Statements as at December 31, 2023 and 2022 was not material and is
disclosed in Note 12.
c) Inflation Risk
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.
d) 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. The Group ensures it has the required
liquidity timely in order to timely meet the obligations, through regular monitoring of liquidity needs and collection
of amounts due from tenants, the preservation of bridge loans with financial institutions as well as prudent cash
management.
The liquidity of the Group is monitored by the Management on a regular basis. The maturity analysis of financial
liabilities for the Group and the Company as at December 31, 2023 and 2022 is as follows:
Group:
December 31, 2023
Less than
1 month
1 - 3
months
3 - 12
months
12
months
- 2 years
2 - 5
years
More
than 5
years
Total
Liabilities
Borrowings
8,140
67,469
348,319
57,502
898,167
151,389
1,530,986
Other long-term
liabilities
-
-
-
855
2,682
6,601
10,139
Trade and other payables
3,875
20,014
9,722
-
-
-
33,611
Total
12,015
87,483
358,041
58,357
900,849
157,990
1,574,736
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
105
December 31, 2022
Less than
1 month
1 - 3
months
3 - 12
months
12
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
Company:
December 31, 2023
Less than 1
month
1 - 3
months
3 - 12
months
12
months -
2 years
2 - 5
years
More than
5 years
Total
Liabilities
Borrowings
3,055
66,936
149,187
45,920
897,166
144,891
1,307,155
Other long-term liabilities
-
-
-
500
2,087
6,020
8,607
Trade and other payables
5
11,473
6,975
-
-
-
18,453
Total
3,060
78,409
156,162
46,420
899,253
150,911
1,334,215
December 31, 2022
Less than
1 month
1 - 3
months
3 - 12
months
12 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
6,980
24,527
-
-
-
31,513
Total
2,337
19,723
180,587
242,486
461,440
436,241
1,342,814
The amounts disclosed in the above tables 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 at December 31, 2023 and 2022 respectively, are used for determining the related undiscounted
cash flows.
The Current ratio as at December 31, 2023 (Current assets / Current Liabilities) is 0.9x mainly due to the following:
• A loan of the Company, amounted to €140,228 as at December 31, 2023, is included in short-term borrowings
as it expired in June 2024. The specific loan was fully repaid by the new loan issued by the Company subsequent
to December 31, 2023 (Note 37).
• The loan of the indirect subsidiary Picasso Fund of a total amount of €164,930 as at December 31, 2023 is
included in short-term borrowings as it expires on September 22, 2024. Based on the loan agreement, there is
a possibility of 3 consecutive annual renewals under certain condition.
• The loan of the subsidiary I&B Real Estate EAD of a total amount of €25,280 as at December 31, 2023 is included
in short-term borrowings as it expires in December 2024. The Management is evaluating the refinancing
options for the loan.
Taking into consideration the refinancing of the Company’s loan concluded subsequent to December 31, 2023, the
Current ratio is 1.34x.
3.2 Capital Risk Management
The Group’s objectives when managing capital are to safeguard the Group’s 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. Consistent with others in the Greek industry, the Group monitors capital on the basis of the gearing ratio
(or debt ratio). This ratio is calculated as total borrowings divided by total assets, as shown in the statement of
financial position.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
106
The regulatory regime governing REICs in Greece permits to Greek REICs to borrow up to 75.0% of the value of
their total assets. The goal of the Group’s Management is to optimize the Group’s capital structure through the
effective use of debt financing.
The table below presents the gearing ratio as at December 31, 2023 and 2022:
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Borrowings
1,327,779
1,350,000
1,118,548
1,097,079
Total assets
2,987,931
3,013,405
2,551,649
2,499,014
Gearing ratio
44.4%
44.8%
43.8%
43.9%
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, 2023 and December 31, 2022, the Group was in
compliance with this obligation. It is noted that within 2023 the Company sent waiver request, with regards to the
financial covenant “Debt Service Cover Ratio” for one bond loan of the Company, according to the provisions of
the loan agreement, which was accepted by the relevant financial institution. Within 2022 the Company sent
waiver requests, with regards to the financial covenant “Net Debt to EBITDA” for one bond loan of the Company,
according to the provisions of the loan agreements, which were accepted by the relevant financial institutions.
3.3 Fair Value Estimation of Financial Assets and Liabilities
The Group measures the fair value of financial instruments based on a framework for measuring fair value that
categorises financial instruments based on three-level hierarchy in accordance with the hierarchy of the inputs
used to the valuation technique, as described below:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly. More specifically, the fair value of financial instruments that are not traded in an active
market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation
techniques maximise the use of observable market data where it is available and rely as little as possible on entity
specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is
included in Level 2.
Level 3: Inputs for the asset or liability that are not based on observable market data. More specifically if one or
more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
• Financial instruments carried at fair value
The table below analyses financial assets and liabilities of the Group carried at fair value as at December 31, 2023
and 2022 respectively:
December 31, 2023
Valuation hierarchy
Liabilities
Level 1
Level 2
Level 3
Total
Derivative financial instruments
-
7,852
-
7,852
December 31, 2022
Valuation hierarchy
Liabilities
Level 1
Level 2
Level 3
Total
Derivative financial instruments
-
14,768
-
14,768
The above derivative financial instruments relate to interest rate caps.
• Financial instruments not carried at fair value
The tables below analyse financial assets and liabilities of the Group not carried at fair value as at December 31,
2023 and December 31, 2022, respectively:
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
107
December 31, 2023
Valuation hierarchy
Liabilities
Level 1
Level 2
Level 3
Total
Borrowings
-
-
1,327,779
1,327,779
December 31, 2022
Valuation hierarchy
Liabilities
Level 1
Level 2
Level 3
Total
Borrowings
-
-
1,350,000
1,350,000
As at December 31, 2023, the balance of the "green" bond loan amounted to €300,000 (December 31, 2022:
€300,000) and its fair value to €262,500 (December 31, 2022: €257,033).
The liabilities included in the tables above are carried at amortized cost and their carrying value approximates their
fair value.
As at December 31, 2023 and December 31, 2022, the carrying value of cash and cash equivalents, restricted cash,
trade and other assets as well as trade and other payables approximates their fair value.
NOTE 4: Critical Accounting Estimates and Judgments
The preparation of consolidated and separate financial statements in accordance with IFRSs requires Management
to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and
expense in the Group’s Financial Statements. The Group’s Management believes that the judgments, estimates
and assumptions used in the preparation of the consolidated and separate Financial Statements are appropriate
given the factual circumstances as at December 31, 2023 and were similar to those used in the preparation of
consolidated and separate financial statements for the year ended December 31, 2022.
Estimates and judgments are continually evaluated and are based on historical experience and other factors,
including expectations of future events that may, under current circumstances, be undertaken.
4.1. Critical Accounting Estimates and Judgments
The Group makes estimates and assumptions concerning the outcome of future events. Estimates will, by
definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as
follows:
Estimate of fair value of the Group’s investment property (including inventories, owner-occupied property and
property classified as held for sale)
The best evidence of fair value is current prices in an active market for similar leases and other contracts. In the
absence of such information, the amounts are determined within a range of reasonable fair value estimates. Under
current legislation REIC, estimates of investment property should be supported by appraisals performed by
independent professional valuers on June 30 and December 31 each year. The same applies for the property and
equipment which include land and buildings relating to hotel and other facilities. In making its judgment, the
independent professional valuer considers information from various sources, including:
(i) Current prices in an active market for properties of different nature, condition or location (or subject to
different lease or other contracts), adjusted to reflect those differences;
(ii) Recent prices of similar properties in less active markets, with adjustments to reflect any changes in
economic conditions since the date of the transactions that occurred at those prices; and
(iii) Discounted cash flow projections based on reliable estimates of future cash flows, derived from the
terms of any existing leases and other contacts, and (where possible) from external evidence such as
current market rents for similar properties and using discount rates that reflect current market
assessments of the uncertainty in the amount and timing of the cash flows.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
108
Regarding the note (iii) above, for the application of discounted cash flows valuation techniques, assumptions are
used which are mainly based on market conditions existing at the date of Financial Statements’ preparation.
The principal assumptions underlying the estimation of fair value are those related to: the receipt of contractual
rentals; expected future market rentals; vacant periods; maintenance requirements; construction cost,
appropriate discount rates and capitalization rates. These valuations are regularly compared to actual market yield
data, and actual transactions by the Group and those reported by the market. The future rental rates are estimated
on the basis of current rents for similar properties. Finally, it is noted that when applying more than one valuation
method, the independent valuers choose the specific weight of each method in determining the value, according
to their judgment, taking into account the type of property, the available data in the market and any other factors
that may influence the choice of valuation method. Further details of the assumptions made are included in Note
6.
The last valuation of the Group’s properties was performed at December 31, 2023 by independent valuers, as
stipulated by the relevant provisions of L.2778/1999, as in force. The valuation methods have not been modified
compared to the prior year (Note 6).
Recognition of revenue from sale of inventory property:
Managing the revenue and costs of an inventory property sales contract, depends on whether the final result from
the execution of the contract work can be reliably estimated (and is expected to bring profit to the Group, or the
result from execution is loss-making). When the outcome of an inventory property sales contract can be reliably
estimated, then the revenue and expense of the contract are recognized over the life of the contract, respectively,
as revenue and expense.
The Group uses the completion stage to determine the appropriate amount of income and expense which it will
recognize in a specific period. Specifically, based on the IFRS 15 input method, the manufacturing cost at each
reference date, is compared to the total budgeted cost in order to determine at the percentage of completion.
The completion stage is measured on the basis of the contractual costs incurred by the reference date in relation
to the total estimated cost of the project.
The Group therefore makes significant estimates regarding the gross result with which the inventory property sales
contract will be executed (total budgeted cost of the contract).
NOTE 5: Segment Reporting
The Group has recognized the following operational segments:
Business Segments:
• Retail / big boxes,
• Bank Branches,
• Offices,
• Other (include logistics, hotels, petrol stations, parking spaces, land plots, residential properties and other
properties with special use).
Geographical Segments:
• Greece
• Italy
• Cyprus
• Other countries
1
Information per business segment and geographical segment for the year ended December 31, 2023 and
December 31, 2022 is presented below:
1
The segment Other Countries includes Romania and Bulgaria.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
109
A) Business Segments of Group
Year ended December 31, 2023
Retail / big boxes
Bank
Branches
Offices
Other
Unallocated
Total
Rental Income
32,093
38,372
77,629
18,921
-
167,015
Other
-
686
1,154
1
-
1,841
Total Segment Revenue
32,093
39,058
78,783
18,922
-
168,856
Gain/Loss from disposal of investment properties
76
38
(68)
4,283
-
4,329
Direct property related expenses and Property taxes-levies
(7,091)
(2,484)
(15,754)
(4,766)
-
(30,095)
Net inventory property change
-
-
-
(3,124)
-
(3,124)
Net impairment loss on financial assets
(540)
-
(571)
(475)
-
(1,586)
Net impairment loss on non-financial assets
-
-
-
(216)
-
(216)
Other income
1,313
5
1,917
51
1,724
5,010
Gain from disposal of subsidiary
-
-
(190)
1,749
-
1,559
Depreciation of property and equipment and amortisation of intangible assets
-
-
-
-
(505)
(505)
Personnel expenses
-
-
-
-
(9,403)
(9,403)
Other expenses
-
-
-
-
(9,938)
(9,938)
Corporate Responsibility
-
-
-
-
(639)
(639)
Total Segment Operating profit/(loss) before the fair value adjustment of investment
properties
25,851
36,617
64,117
16,424
(18,761)
124,248
Net gain /(loss) from the fair value adjustment of investment properties
(14,980)
32,666
20,165
1,705
-
39,556
Total Segment Operating profit/(loss)
10,871
69,283
84,282
18,129
(18,761)
163,804
Finance income
-
-
-
-
1,880
1,880
Finance costs
(3,035)
-
(7,176)
(2,725)
(62,924)
(75,860)
Net change in fair value of financial instruments at fair value through profit or loss
-
-
-
-
(5,700)
(5,700)
Share of profit of joint ventures
-
-
-
-
(131)
(131)
Profit / (Loss) before tax
7,836
69,283
77,106
15,404
(85,636)
83,993
Taxes
194
(11)
(282)
2,697
(12,759)
(10,161)
Profit / (Loss) for the year
8,030
69,272
76,824
18,101
(98,395)
73,832
Segment Assets as at December 31, 2023
493,979
416,386
1,204,560
472,130
400,876
2,987,931
Segment Liabilities as at December 31, 2023
48,198
2,234
153,292
56,849
1,141,925
1,402,498
Non-current assets additions as at December 31, 2023
9,234
47
10,529
48,086
-
67,896
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
110
Year ended December 31, 2022
Retail / big boxes
Bank
Branches
Offices
Other
Unallocated
Total
Continuing operations
Rental Income
31,541
36,296
70,484
11,304
-
149,625
Other
-
117
36,363
818
-
37,298
Total Segment Revenue
31,541
36,413
106,847
12,122
-
186,923
Gain/Loss from disposal of investment property
778
-
(164)
753
-
1,367
Direct property related expenses and Property taxes-levies
(7,053)
(2,176)
(14,070)
(4,820)
-
(28,119)
Net inventory property change
-
-
(36,363)
(643)
-
(37,006)
Net impairment loss on financial assets
(243)
-
(521)
(709)
(59)
(1,532)
Net impairment loss on non-financial assets
-
-
(3,414)
(681)
-
(4,095)
Other income
1,940
10
1,813
1,738
4
5,505
Loss from acquisition of control in subsidiary
-
-
-
-
(1,164)
(1,164)
Depreciation of property and equipment and amortisation of intangible assets
-
-
-
-
(549)
(549)
Personnel expenses
-
-
-
-
(8,546)
(8,546)
Other expenses
-
-
-
-
(9,244)
(9,244)
Corporate Responsibility
-
-
-
-
(726)
(726)
Total Segment Operating profit/(loss) before the fair value adjustment of investment
properties
26,963
34,247
54,128
7,760
(20,284)
102,814
Net gain from the fair value adjustment of investment properties
19,224
8,001
31,273
1,171
-
59,669
Total Segment Operating profit/(loss)
46,187
42,248
85,401
8,931
(20,284)
162,483
Finance income
-
-
-
-
529
529
Finance costs
(789)
-
(2,044)
(917)
(39,533)
(43,283)
Net change in fair value of financial instruments at fair value through profit or loss
-
-
-
-
3,975
3,975
Share of profit of joint ventures
-
-
-
-
928
928
Profit / (Loss) before tax
45,398
42,248
83,357
8,014
(54,385)
124,632
Taxes
1,707
(20)
72
1,357
(3,977)
(861)
Profit / (Loss) for the year from continuing operations
47,105
42,228
83,429
9,371
(58,362)
123,771
Segment Assets as at December 31, 2022
517,219
443,883
1,334,577
327,317
390,409
3,013,405
Segment Liabilities as at December 31, 2022
44,247
1,480
185,480
47,872
1,160,980
1,440,059
Non-current assets additions as at December 31, 2022
385
102
195,815
18,703
-
215,005
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
111
B) Geographical Segments of Group
Year ended December 31, 2023
Greece
Italy
Cyprus
Other
countries
Ungrouped
Total
Rental Income
126,586
21,240
11,339
7,851
-
167,015
Other
1,841
-
-
-
-
1,841
Total Segment Revenue
128,426
21,240
11,339
7,851
-
168,856
Gain/Loss from disposal of investment properties
4,383
(30)
(24)
-
-
4,329
Direct property related expenses and Property taxes-levies
(14,427)
(12,240)
(3,008)
(420)
-
(30,095)
Net inventory property change
(3,124)
-
-
-
-
(3,124)
Net impairment loss on financial assets
141
(1,334)
(393)
-
-
(1,586)
Net impairment loss on non-financial assets
(216)
-
-
-
-
(216)
Other income
16
2,984
286
-
1,724
5,010
Gain from disposal of subsidiary
-
1,425
134
-
-
1,559
Depreciation of property and equipment and amortisation of intangible assets
-
-
-
-
(505)
(505)
Personnel expenses
-
-
-
-
(9,403)
(9,403)
Other expenses
-
-
-
-
(9,938)
(9,938)
Corporate Responsibility
-
-
-
-
(639)
(639)
Total Segment Operating profit/(loss) before the fair value adjustment of investment
properties
115,199
12,045
8,334
7,431
(18,761)
124,248
Net gain / (loss) from the fair value adjustment of investment properties
74,955
(21,277)
(14,138)
16
-
39,556
Total Segment Operating profit/(loss)
190,154
(9,232)
(5,804)
7,447
(18,761)
163,804
Finance income
-
-
-
-
1,880
1,880
Finance costs
(11,981)
-
-
(955)
(62,924)
(75,860)
Net change in fair value of financial instruments at fair value through profit or loss
-
-
-
-
(5,700)
(5,700)
Share of profit of joint ventures
-
-
-
-
(131)
(131)
Profit / (Loss) before tax
178,173
(9,232)
(5,804)
6,492
(85,636)
83,993
Taxes
-
-
2,865
(267)
(12,759)
(10,161)
Profit / (Loss) for the year
178,173
(9,232)
(2,939)
6,225
(98,395)
73,832
Segment Assets as at December 31, 2023
1,882,987
346,359
250,052
107,657
400,876
2,987,931
Segment Liabilities as at December 31, 2023
211,958
11,981
3,905
32,729
1,141,925
1,402,497
Non-current assets additions as at December 31, 2023
64,010
297
3,371
218
-
67,896
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
112
Year ended December 31, 2022
Greece
Italy
Cyprus
Other
countries
Ungrouped
Total
Continuing operations
Rental Income
109,443
22,161
10,579
7,442
-
149,625
Other
37,298
-
-
-
-
37,298
Total Segment Revenue
146,741
22,161
10,579
7,442
-
186,923
Gain / (loss) from disposal of investment property
1,422
(55)
-
-
-
1,367
Direct property related expenses and Property taxes-levies
(13,808)
(11,487)
(2,575)
(249)
-
(28,119)
Net inventory property change
(37,006)
-
-
-
-
(37,006)
Net impairment loss on financial assets
(384)
(1,058)
(31)
-
(59)
(1,532)
Net impairment loss on non-financial assets
(4,095)
-
-
-
-
(4,095)
Other income
2,407
2,118
976
-
4
5,505
Loss from acquisition of control in subsidiary
-
-
-
-
(1,164)
(1,164)
Depreciation of property and equipment and amortisation of intangible assets
-
-
-
-
(549)
(549)
Personnel expenses
-
-
-
-
(8,546)
(8,546)
Other expenses
-
-
-
-
(9,244)
(9,244)
Corporate Responsibility
-
-
-
-
(726)
(726)
Total Segment Operating profit/(loss) before the fair value adjustment of investment
properties
95,277
11,679
8,949
7,193
(20.284)
102.814
Net gain / (loss) from the fair value adjustment of investment properties
66,962
(14,752)
3,742
3,717
-
59,669
Total Segment Operating profit/(loss)
162,239
(3,073)
12,691
10,910
(20,284)
162,483
Finance income
-
-
-
-
529
529
Finance costs
(2,862)
-
-
(888)
(39,533)
(43,283)
Net change in fair value of financial instruments at fair value through profit or loss
-
-
-
-
3,975
3,975
Share of profit of joint ventures
-
-
-
-
928
928
Profit / (Loss) before tax
159,377
(3,073)
12,691
10,022
(54,385)
124,632
Taxes
-
-
3,941
(825)
(3,977)
(861)
Profit / (Loss) for the year from continuing operations
159,377
(3,073)
16,632
9,197
(58,362)
123,771
Segment Assets as at December 31, 2022
1,882,536
385,338
247,756
107,366
390,409
3,013,405
Segment Liabilities as at December 31, 2022
228,888
9,450
5,756
34,985
1,160,980
1,440,059
Non-current assets additions as at December 31, 2022
209,140
2,440
3,192
233
-
215,005
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
113
In relation to the above segment analysis, we state that:
(a) There are no transactions between business segments.
(b) Segment assets include investment property, inventories, property and equipment, other intangible assets
(customer contracts), trade and other assets and other long-term assets.
(c) Unallocated assets include property and equipment, software, equity method investments, investment in
joint ventures, cash and cash equivalents, restricted cash, other long-term and current assets.
(d) Unallocated liabilities as at December 31, 2023 and December 31, 2022 mainly include borrowings amounted
to €1,119,746 and €1,144,159, respectively.
(e) Unallocated income and expenses consist of depreciation of property and equipment, amortisation of
intangible assets, net impairment loss of financial assets, personnel expenses, other income, other
expenses, corporate responsibility, share of profit/(loss) of joint ventures, finance income, financial
expenses and taxes.
Concentration of customers
Among the largest tenants of the Group, namely the National Bank of Greece (NBG), Sklavenitis, Greek State,
Cosmote and Italian State, only the NBG represents more than 10% of the Group's rental income. Rental income
for the year ended December 31, 2023 from NBG amounted to €55,345, i.e. 33.9% (December 31, 2022 €55,931,
i.e. 37.4%). NBG’s rental income is included in the operating segments Bank Branches (€37,438), Offices (€16,780)
and Other (€1,127) and in the geographical segment Greece.
NOTE 6: Investment Property
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Balance at the beginning of the year
2,491,284
2,279,958
1,651,018
1,395,169
Additions:
- Direct acquisition of investment property
-
136,849
-
130,438
- Acquisitions of subsidiaries other than
through business combinations
38,098
49,967
-
-
- Subsequent capital expenditure on
investment property
29,798
28,189
20,161
8,313
- Right of use assets
-
817
-
817
- Disposal of investment property
(111,580)
(17,564)
(89,898)
(16,821)
- Effect from Merger
-
-
133,731
122,216
- Transfer to Assets held for sale (Note 15)
(185,286)
(46,601)
(165,065)
(44,765)
- Transfer from Assets held for sale (Note 15)
13,015
-
13,015
-
Net gain from the fair value adjustment of
investment properties
39,556
59,669
63,893
55,651
Balance at the end of the year
2,314,885
2,491,284
1,626,855
1,651,018
On February 22, 2023, the Company acquired the 100% of the shares of the company THETIS KTIMATIKI –
EMPORIKI S.M.S.A (hereinafter "THETIS"), which owns a complex of four properties with a total area of 59.0
thousand sq.m that are used as Storage and Distribution Centers. The consideration for the acquisition of the
company amounted to €26,194 taking into account the consideration for the property, amounted to €38,098 while
the fair value at the date of the acquisition, according to the valuation performed by the independent statutory
valuers, amounted to €45,026.
Management always evaluates the optimization of the performance of the Group's real estate portfolio, including
a possible sale if market conditions are appropriate.
On April 26, 2023, the Company completed the disposal of a property at Irοon Politechniou Avenue in Larissa. The
total consideration amounted to €160 and the book value of the property at the date of the disposal amounted to
€149. 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, 2022 (Note 15).
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
114
On June 14, 2023, the Company concluded the disposal of a property at 65, Stratigou N. Roka and Laskou street,
in Mandra, Attica. The total consideration amounted to €80 while its book value amounted to €76. The property
had been classified as assets held for sale in the Statement of Financial Position of the Group and the Company as
at December 31, 2022 (Note 15).
On June 21, 2023, the Company concluded the disposal of a property at 95-95a, Veikou and 7, Zan Mwreas streets.
in Athens. The total consideration amounted to €300 while its book value amounted to €290. The property had
been classified as assets held for sale in the Statement of Financial Position of the Group and the Company as at
December 31, 2022 (Note 15).
On June 29, 2023, the Company concluded the disposal of a property at 5-,7 Kafadari and 4-6, Ainou streets, in
Athens. The total consideration amounted to €645 while its book value amounted to €607. The property had been
classified as assets held for sale in the Statement of Financial Position of the Group and the Company as at
December 31, 2022 (Note 15).
On June 22, 2023, the competent bodies of the Company decided to initiate the procedure for the disposal of 43
properties of the Company to National Bank of Greece S.A. (hereinafter "NBG"). Furthermore, the Company signed
a Memorandum - Private Agreement with NBG regarding the properties currently leased by the Company to NBG
and in particular, on the one hand, the disposal of properties to NBG for a total consideration of €237,251,
corresponding to their fair value according to independent valuers' valuations, and the amendment of certain
terms of the lease between the parties for the remaining properties which will not be sold and will remain leased
to NBG. On June 30, 2023, the sale of a property located on Gargitou and Porou Street in Gerakas, Attica, was
completed. The disposal consideration amounted to €83,251, while its book value amounted to €83,251. The fair
value of the remaining 42 properties of the Company, classified as held for sale (Note 15). On December 21, 2023,
the disposal of 22 of the above properties to the National Bank of Greece S.A. was completed for a total
consideration of €110,460 while their book value amounted to €110,605.
On July 27, 2023, the Company concluded the disposal of a property at 34, Xenokratous and Speusipou street in
Athens. The disposal consideration amounted to €300 and the book value of the property at the date of the
disposal amounted to €253. The property had been classified as assets held for sale in the Statement of Financial
Position of the Group and the Company as at December 31, 2022. (Note 15).
On August 2, 2023, the Company concluded the disposal of a property of Picasso Fund at 175, Corso Francia. The
disposal consideration amounted to €7,600, and the book value at the date of the disposal amounted to €7,630.
On September 28, 2023, the Company concluded the disposal of a property at 43, Panagioti Tsaldari Avenue in
Xilokastro. The disposal consideration amounted to €370, while the book value of the property at the date of the
disposal amounted to €349. 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, 2022. (Note 15).
On October 12, 2023, the Company concluded the disposal of a property at Papaflessa, Maizonos, Genadiou and
Korinthou in Patra. The disposal consideration amounted to €170, while the book value of the property at the date
of the disposal amounted to €133. 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, 2022. (Note 15).
On November 17, 2023, the subsidiary company Nuca Properties (a CYREIT group company) based in Cyprus sold
a property in Nicosia for €705 while the book value of the property amounted to €729.
On December 8, 2023, the subsidiary company CYREIT based in Cyprus sold its stake in Threefield Properties, owner
of a storage and distribution center property in Nicosia, for a consideration of €4,800. The company was classified
as held for sale in the Statement of Financial Position as at June 30, 2023 (Note 15 to the Financial Statements).
The book value of the property on the date of sale amounted to €4,426.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
115
On December 28, 2023 the subsidiary company CYREIT based in Cyprus sold its participation in the company
Artozaco Properties, owner of an office property in Nicosia, for a consideration of €4,877 (Note 9). The book value
of the property on the date of sale amounted to €4,993.
On December 29, 2023, the Company proceeded with the disposal 2 properties at 16, Kolokotroni street in
Thessaloniki and 19, Achilleos and Kolonou street in Athens for a total consideration of €11,007, while the book
value of the properties amounted to €6,647.
On December 29, 2023, the Company sold its participation in the subsidiary company Prodea Immobiliare in Italy
for a consideration of €10,381 (Note 9). The book value of the property on the date of sale amounted to €8,330.
The disposal of the above properties resulted in a gain of €4,329 for the Group and €4,383 for the Company.
On December 31, 2023 2 properties of the Company which were classified as assets held for sale were transferred
to investment properties as they no longer meet the criteria of IFRS 5. The fair value of the properties at the time
of transfer amounted to €13,015 (Note 15).
As at December 31, 2023 the fair value of investment properties, including properties classified as held for sale,
amounted to €2,416,520 and €1,710,859 for the Group and the Company, respectively, (December 31, 2022:
€2,537,536 for the Group and €1,695,434 for the Company).
The Group’s borrowings which are secured on investment property are stated in Note 20.
The Group’s and Company’s investment property is measured at fair value. The table below presents the Group’s
investment property per business segment and geographical area as at December 31, 2023 and December 31,
2022. The Group’s policy is to recognize transfers into and out of fair value hierarchy levels as of the date of the
event or change in circumstances that caused the transfer. During the year ended December 31,2023, there were
no transfers into and out of Level 3. The gain or losses recognized in the financial results related to the revaluation
of fair value, which are categorized under Level 3 of the fair value hierarchy, are presented in the line item " Net
gain / (loss) from the fair value adjustment of investment properties." These represent unrealized gains or losses
from the revaluation of investment properties at fair value.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
116
Country
Greece
Italy
Romania
Cyprus
Bulgaria
31.12.2023
Segments
Retail
Office
Other
1
Retail
Office
Other
2
Retail
Office
Retail
Office
Other
3
Retail
Office
Total
Level
3
3
3
3
3
3
3
3
3
3
3
3
3
Fair value 01.01.2023
739,333
903,202
116,618
67,270
246,030
66,310
1,465
5,725
105,181
46,696
93,383
9,430
90,641
2,491,284
Additions:
Acquisitions of
subsidiaries other than
through business
combinations
-
-
38,098
-
-
-
-
-
-
-
-
-
-
38,098
Disposal of Investment
Property
-
(83,251)
(6,647)
(7,630)
-
(8,330)
-
-
(729)
(4,993)
-
-
-
(111,580)
Subsequent capital
expenditure on
investment property
9,110
9,920
6,882
-
297
-
30
181
141
124
3,106
-
7
29,798
Transfers among
segments
(7,097)
(6,269)
13,366
-
-
-
-
-
-
-
-
-
-
-
Transfer from Assets
held for sale
1,238
1,703
10,074
-
-
-
-
-
-
-
-
-
-
13,015
Transfer to Assets held
for sale
(99,739)
(58,655)
(6,688)
(965)
(10,300)
-
-
-
-
-
(8,939)
-
-
(185,286)
Net gain / (loss) from
the fair value
adjustment of
investment properties
27,079
30,803
17,073
(7,756)
(11,077)
(2,444)
(154)
198
(603)
(611)
(12,924)
(880)
852
39,556
Fair value 31.12.2023
669,924
797,453
188,776
50,919
224,950
55,536
1,341
6,104
103,990
41,216
74,626
8,550
91,500
2,314,885
1
The segment “Other” in Greece includes logistics, hotels, petrol stations, parking spaces and other properties with special use.
2
The segment “Other” in Italy relates to hotel, land plot, residential properties and other properties with special use.
3
The segment “Other” in Cyprus relates to logistics, hotels, land plot and other properties with special use.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
117
The segment “Retail” is further analysed as below:
Country
Greece
Italy
Romania
Cyprus
Bulgaria
Total
Total
Segment
Retail /
big boxes
Bank
Branches
Retail / big
boxes
Bank
Branches
Bank
Branches
Retail / big
boxes
Retail
big boxes and
high street
retail
31.12.2023
Retail / big
boxes
Bank
Branches
Level
3
3
3
3
3
3
3
Fair value at 01.01.2023
304,866
434,467
63,590
3,680
1,465
105,181
9,430
922,679
483,067
439,612
Additions:
Disposal of Investment Property
-
-
(7,630)
-
-
(729)
-
(8,359)
(8,359)
-
Subsequent capital expenditure on
investment property
9,093
17
-
-
30
141
-
9,281
9,234
47
Transfers among segments
4,651
(11,748)
-
-
-
-
-
(7,097)
4,651
(11,748)
Transfer from Assets held for sale
1,238
-
-
-
-
-
-
1,238
1,238
-
Transfer to Assets held for sale
(1,518)
(98,221)
(965)
-
-
-
-
(100,704)
(2,483)
(98,221)
Net gain / (loss) from the fair value
adjustment of investment properties
(6,931)
34,010
(6,566)
(1,190)
(154)
(603)
(880)
17,686
(14,980)
32,666
Fair value at 31.12.2023
311,399
358,525
48,429
2,490
1,341
103,990
8,550
834,724
472,368
362,356
The segment “Other” is further analysed as below:
Country
Greece
Italy
Cyprus
Total
Total
Segment
Logistics
Hotels
Other
Hotels
Other
Logistics
Hotels
Other
31.12.2023
Logistics
Hotels
Other
Level
3
3
3
3
3
3
3
3
Fair value at 01.01.2023
68,231
31,012
17,375
8,540
57,770
8,437
39,377
45,569
276,311
76,668
78,929
120,714
Additions:
Acquisitions of subsidiaries other
than through business combinations
38,098
-
-
-
-
-
-
-
38,098
38,098
-
-
Disposal of Investment Property
-
(6,647)
-
(8,330)
-
-
-
-
(14,977)
-
(14,977)
-
Subsequent capital expenditure on
investment property
338
2,058
4,486
-
-
-
2,953
153
9,988
338
5,011
4,639
Transfers among segments
-
10,665
2,701
-
-
-
-
-
13,366
-
10,665
2,701
Transfer from Assets held for sale
6,749
-
3,325
-
-
-
-
-
10,074
6,749
-
3,325
Transfer to Assets held for sale
(890)
-
(5,798)
-
-
(6,914)
-
(2,025)
(15,627)
(7,804)
-
(7,823)
Net gain / (loss) from the fair value
adjustment of investment properties
13,085
2,294
1,694
(210)
(2,234)
(95)
(2,373)
(10,456)
1,705
12,990
-289
(10,996)
Fair value at 31.12.2023
125,611
39,382
23,783
0
55,536
1,428
39,957
33,241
318,938
127,039
79,339
112,560
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
118
Country
Greece
Italy
Romania
Cyprus
Bulgaria
31.12.2022
Segments
Retail
Office
Other
1
Retail
Office
Other
2
Retail
Office
Retail
Office
Other
3
Retail
Office
Total
Level
3
3
3
3
3
3
3
3
3
3
3
3
3
Fair value 01.01.2022
737,823
701,963
105,870
70,245
252,150
70,270
1,261
5,561
100,989
46,030
91,307
9,453
87,036
2,279,958
Additions:
Direct Acquisition of investment
property
-
130,437
6,412
-
-
-
-
-
-
-
-
-
-
136,849
Acquisitions of subsidiaries other
than through business
combinations
-
42,719
7,248
-
-
-
-
-
-
-
-
-
-
49,967
Disposal of Investment Property
(2,457)
(14,364)
-
-
-
(743)
-
-
-
-
-
-
-
(17,564)
Right of use assets
-
-
817
-
-
-
-
-
-
-
-
-
-
817
Subsequent capital expenditure on
investment property
222
20,353
1,749
153
2,002
285
38
194
74
109
3,009
-
1
28,189
Transfers among segments
1,675
315
(1,990)
-
-
-
-
-
-
-
-
-
-
-
Transfer to Assets held for sale
(24,022)
(13,485)
(9,094)
-
-
-
-
-
-
-
-
-
-
(46,601)
Net gain / (loss) from the fair value
adjustment of investment
properties
26,092
35,264
5,606
(3,128)
(8,122)
(3,502)
166
(30)
4,118
557
(933)
(23)
3,604
59,669
Fair value at 31.12.2022
739,333
903,202
116,618
67,270
246,030
66,310
1,465
5,725
105,181
46,696
93,383
9,430
90,641
2,491,284
1
The segment “Other” in Greece includes logistics, hotels, archives, petrol stations, parking spaces and other properties with special use.
2
The segment “Other” in Italy relates to hotel, land plot, residential properties and other properties with special use.
3
The segment “Other” in Cyprus relates to logistics, hotels, land plot and other properties with special use.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
119
The segment “Retail” is further analysed as below:
Country
Greece
Italy
Romania
Cyprus
Bulgaria
Total
Total
Segment
Retail /
big boxes
Bank
Branches
Retail /
big boxes
Bank
Branches
Bank
Branches
Retail /
big boxes
Retail /
big boxes
31.12.2022
Retail / big
boxes
Bank
Branches
Level
3
3
3
3
3
3
3
Fair value at 01.01.2022
299,092
438,731
66,675
3,570
1,261
100,989
9,453
919,771
476,209
443,562
Additions:
Subsequent capital expenditure on
investment property
158
64
153
-
38
74
-
487
385
102
Disposal of Investment Property
(2,457)
-
-
-
-
-
-
(2,457)
(2,457)
-
Transfers among segments
9,557
(7,882)
-
-
-
-
-
1,675
9,557
(7,882)
Transfer to Assets held for sale
(19,851)
(4,171)
-
-
-
-
-
(24,022)
(19,851)
(4,171)
Net gain / (loss) from the fair value
adjustment of investment properties
18,367
7,725
(3,238)
110
166
4,118
(23)
27,225
19,224
8,001
Fair value at 31.12.2022
304,866
434,467
63,590
3,680
1,465
105,181
9,430
922,679
483,067
439,612
The segment “Other” is further analysed as below:
Country
Greece
Italy
Cyprus
Total
Total
Segment
Logistics
Hotels
Other
Hotels
Other
Logistics
Hotels
Other
31.12.2022
Logistics
Hotels
Other
Level
3
3
3
3
3
3
3
3
Fair value at 01.01.2022
62,593
28,584
14,693
9,280
60,990
8,407
36,745
46,155
267,447
71,000
74,609
121,838
Additions:
Direct acquisitions investment
properties
6,412
-
-
-
-
-
-
-
6,412
6,412
-
-
Acquisitions other than through
business combinations
-
-
7,248
-
-
-
-
-
7,248
-
-
7,248
Subsequent capital expenditure on
investment property
802
168
779
-
285
-
1,760
1,249
5,043
802
1,928
2,313
Right of use
-
-
817
-
-
-
-
-
817
-
-
817
Disposal of Investment Property
-
-
-
-
(743)
-
-
-
(743)
-
-
(743)
Transfers among segments
-
-
(1,990)
-
-
-
-
-
(1,990)
-
-
(1,990)
Transfer to Assets held for sale
(5,859)
-
(3,235)
-
-
-
-
-
(9,094)
(5,859)
-
(3,235)
Net gain / (loss) from the fair value
adjustment of investment properties
4,283
2,260
(937)
(740)
(2,762)
30
872
(1,835)
1,171
4,313
2,392
(5,534)
Fair value at 31.12.2022
68,231
31,012
17,375
8,540
57,770
8,437
39,377
45,569
276,311
76,668
78,929
120,714
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
120
Information about fair value measurements of investment property per business segment and geographical area for December 31, 2023:
Country
Segment
Fair Value
Valuation Method
Monthly
market rent
Discount rate
(%)
Capitalization rate
(%)
Greece
Retail / big boxes
311,399
15%-20% market approach and
80%-85% discounted cash flows (DCF)
1,596
7.12% - 10.15%
5.25% - 8.25%
Greece
Bank Branches
358,525
15%-20% market approach and 80% - 85% DCF
1,403
7.16% - 10.41%
5.50% - 8.50%
Greece
Offices
797,453
15%-20% market approach and 80% - 85% DCF
4,217
7.20% - 10.90%
5.30% - 9.00%
Greece
Logistics
125,611
15%-20% market approach and 80% - 85% DCF
918
8.78% - 10.06%
7.00% - 8.25%
Greece
Hotels
39,382
0% market approach and 100% DCF
-
8.17% - 9.75%
6.50% - 8.00%
Greece
Other
1
23,783
0%-20% market approach and 80% - 100% DCF
200
5.65% - 11.95%
3.75% - 10.25%
Italy
Retail / big boxes
48,429
0% market approach and 100% DCF
424
7.00% - 12.60%
5.60% - 9.70%
Italy
Bank Branches
2,490
0% market approach and 100% DCF
19
10.40%
5.65%
Italy
Offices
224,950
0% market approach and 100% DCF
1,634
7.00% - 11.70%
5.60% - 8.35%
Italy
Other
2
49,500
0% market approach and 100% residual method
-
5.40%
-
Italy
Other
3
286
0% market approach and 100% direct capitalization
method
2
-
6.00%
Italy
Other
4
5,750
0% market approach and 100% DCF
52
8.05% -8.05%
7.55%
Romania
Bank Branches
1,341
15% market approach and 85% DCF
12
9.52% - 11.01%
7.50% - 9.00%
Romania
Offices
6,104
15% market approach and 85% DCF
35
9.52%
7.50%
Cyprus
Retail / big boxes
103,990
15%-20% market approach and 80%-85% DCF
517
7.50% - 8.51%
5.50% - 6.50%
Cyprus
Offices
41,216
15%-20% market approach and 80%-85% DCF
223
7.75% - 8.50%
5.75% - 6.50%
Cyprus
Logistics
1,428
20% market approach and 80% DCF
7
8.00%
6.00%
Cyprus
Hotels
39,957
0% market approach and 100% DCF
-
10.00% -10.25%
8.00 - 8.25%
Cyprus
Other
5
33,241
20% market approach and 80% DCF or 20% market
approach and 80% residual method
99
8.00% - 12.50%
6.00% - 9.50%
Bulgaria
Retail / big boxes
8,550
0% depreciated replacement cost method and 100% DCF
176
11.25%
8.25%
Bulgaria
Offices
91,500
0% market approach and 100% DCF
550
10.45%
7.45%
2,314,885
1
The segment “Other” in Greece include petrol stations, parking spaces and other properties with special use.
2
The segment “Other” in Italy relates to land plot.
3
The segment “Other” in Italy relates to residential property.
4
The segment “Other” in Italy relates to other properties with special use.
5
The segment “Other” in Cyprus relates to land plot and other properties with special use.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
121
Information about fair value measurements of investment property per business segment and geographical area for December 31, 2022:
Country
Segment
Fair Value
Valuation Method
Monthly
market rent
Discount rate
(%)
Capitalization rate
(%)
Greece
Retail / big boxes
304,866
15%-20% market approach and
80%-85% discounted cash flows (DCF)
1,573
7.45% - 10.50%
5.25% - 8.25%
Greece
Bank Branches
434,467
15%-20% market approach and 80% - 85% DCF
1,911
7.60% - 10.76%
5.50% - 8.50%
Greece
Offices
903,202
15%-20% market approach and 80% - 85% DCF
4,786
7.50% - 11.25%
5.25% - 9.00%
Greece
Logistics
68,231
15%-20% market approach and 80% - 85% DCF
552
9.19% - 10.50%
7.10% - 8.25%
Greece
Hotels
31,012
0%-20% market approach and 80%-100% DCF
-
9.29% - 10.25%
7.25% - 8.25%
Greece
Other
1
17,375
15%-20% market approach and 80% - 85% DCF
169
6.41% - 11.20%
4.20% - 9.00%
Italy
Retail / big boxes
63,590
0% market approach and 100% DCF
484
5.95% - 10.25%
5.40% - 8.90%
Italy
Bank Branches
3,680
0% market approach and 100% DCF
18
8.10%
5.25%
Italy
Offices
246,030
0% market approach and 100% DCF
1,708
7.00% - 11.25%
5.30% - 8.00%
Italy
Hotels
8,540
0% market approach and 100% DCF
-
11.25%
9.75%
Italy
Other
2
51,500
0% market approach and 100% residual method
-
5.20%
-
Italy
Other
3
370
0% market approach and 100% direct capitalization
method
2
-
5.10%
Italy
Other
4
5,900
0% market approach and 100% DCF
52
0.00% -9.10%
7.45%
Romania
Bank Branches
1,465
0% market approach and 100% DCF
9
8.72% - 10.60%
7.25% - 9.00%
Romania
Offices
5,725
0% market approach and 100% DCF
39
8.72%
7.25%
Cyprus
Retail / big boxes
105,181
20% market approach and 80% DCF
511
6.96% - 8.43%
5.00% - 6.50%
Cyprus
Offices
46,696
20% market approach and 80% DCF
245
7.47% - 8.50%
5.50% - 6.50%
Cyprus
Logistics
8,437
20% market approach and 80% DCF
44
7.75% - 8.15%
5.75% - 6.00%
Cyprus
Hotels
39,377
0% market approach and 100% DCF
-
9.79% - 10.00%
7.50% - 8.00%
Cyprus
Other
5
45,569
20% market approach and 80% DCF or 0% market
approach and 100% residual method
105
7.14% - 17.04%
5.25% - 9.00%
Bulgaria
Retail / big boxes
9,430
0% depreciated replacement cost method and 100% DCF
170
11.25%
8.25%
Bulgaria
Offices
90,641
0% market approach and 100% DCF
550
10.35%
7.35%
2,491,284
1
The segment “Other” in Greece include archives, petrol stations, parking spaces and other properties with special use.
2
The segment “Other” in Italy relates to land plot.
3
The segment “Other” in Italy relates to residential property.
4
The segment “Other” in Italy relates to other properties with special use.
5
The segment “Other” in Cyprus relates to land plot and other properties with special use.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
122
In accordance with existing Greek REIC legislation, property valuations are supported by appraisals performed by
independent professionally qualified valuers who prepare their reports as at June 30 and December 31. The
investment property valuation for the consideration of the fair value is performed by taking into consideration the
high and best use of each property given the legal status, technical characteristics and the allowed uses for each
property. In accordance with existing Greek REIC legislation JMD 26294/B1425/19.7.2000, valuations are based on
at least two methods.
The last valuation of the Group’s properties was performed on December 31, 2023 by independent valuers, as
stipulated by the relevant provisions of L.2778/1999, as in force, i.e. the company "Proprius Commercial Property
Consultants EPE" (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)
and the company “Axies S.A.” (representative of CBRE) for the properties outside Italy and Bulgaria, the company
“Jones Lang LaSalle S.p.A.” for the properties in Italy and the company “DRP Consult LTD” for the properties in
Bulgaria.
For the Group’s portfolio the market approach and the discounted cash flow (DCF) method were used, for the
majority of the valuations. For the valuation of the Group’s properties, except for three (3) properties, the DCF
method was assessed by the independent valuers to be the most appropriate. The method of income and more
specifically the method of discounted cash flows (DCF) is considered the most appropriate for investment properties
whose value depends on the income they generate, such as the properties of the portfolio.
Especially, for the valuation of the Group’s properties in Greece, Cyprus and Romania, the DCF method was used in
all properties, except for one property in Cyprus as mentioned below, and in the most properties the market
approach. For the weighing of the two methods (DCF and market approach), the rates 80%, 85% or 100% for the DCF
method and 20%, 15% or 0%, respectively, for the market approach have been applied, as shown in the table above.
The increased weighting for the DCF method is due to the fact that this method reflects more effectively the manner
in which investment properties, such as the properties of our portfolio, transact in the market.
For the valuation of retail property in Bulgaria, two methods were used, the DCF method and the depreciated
replacement cost method. For the weighting of the two methods, the rates 100% for the DCF method and 0% for the
depreciated replacement cost method have been applied, as shown in the table above. The increased weighting for
the DCF method is due to the fact that this method reflects more effectively the way in which investment properties,
such as the appraised one, transact in the market, while the property is under development, which makes other
methods less appropriate.
Regarding the office property in Bulgaria two methods were used, the DCF method and the market approach. For
the weighting of the two methods (DCF and market approach), the rates 100% for the DCF method and 0% for the
market approach have been applied, as shown in the table above. The increased weighting for the DCF method is
due to the fact that this method reflects more effectively the way in which investment properties, such as the
appraised one, transact in the market.
For the properties in Italy, which constitute commercial properties (offices and retail) and other properties, the
independent valuers used two methods, the DCF method and the market approach, as shown in the table above. For
the property located at Via Vittoria12, in Ferrara, the direct capitalization method and the market approach were
used, as shown in the table above. For the weighing of the two methods the rates 100% for direct capitalisation
method and 0% for the market approach have been applied. The increased weighting for the DCF/direct capitalisation
methods is due to the fact that these methods reflect more effectively the way in which investment properties, as
the appraised ones, transact in the market and represent the common appraisal practice, while the value derived by
using the market approach is very close to the one derived by using the DCF/direct capitalisation methods.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
123
Specifically, for the property in Torvaianica area, in the municipality of Pomezia, Rome, and the property owned by
the company Aphrodite Springs Public Limited, in Paphos, Cyprus which are land plots with development potential,
two methods were used, the residual method and the market approach, as shown in the table above. For the
weighting of the two methods, the rates 100% and 80% respectively for the residual method and 0% and 20%
respectively for the market approach have been applied. The increased weighting for the residual method is due to
the fact that it provides the possibility to take into consideration a more detailed development plan, which is difficult
to be considered by using another method, while in any case the value obtained by the market approach is very close
to this of the residual method.
For the year ended December 31, 2023 the net gain from the fair value adjustment of investment properties
amounted to €39,556 for the Group and to €63,893 for the Company (for year ended December 31, 2022: net gain
€59,669 for the Group and net gain of €55,651 for the Company).
Even though globally, the interest rates’ increase over the last years has affected without exception the economies
of all countries, Greece was affected at a smaller scale, due to the fact that the country is at a different point of the
economic cycle.
More specifically, regarding the real estate sector, the most attractive properties did not seem to be affected, due
to the lack of suitable product in the market, which results in supply being unable to meet demand. This is particularly
evident in case of office buildings, for which viability has become a very important criterion, but also in logistics, the
current stock of which is quite obsolete and outdated.
The retail market traditionally extends in in specific streets/locations and therefore the supply is, by definition,
limited. In this way demand is maintained, despite the weakening of the average consumer’s purchasing power, while
inflation seems to have entered a de-escalating course, during the last months of 2023.
The hospitality sector has been growing rapidly, while the number of tourists, as well as revenue are achieving high
increases. Both indices recorded a double figure increase in 2023. As a result, there is high activity both in terms of
the number of transactions and of the planned investment in hotels.
Regarding the Group’s portfolio, the largest part of the fair value increase is due to the properties located in Greece.
The largest contribution in this movement is derived from the portfolio of properties leased to the National Bank of
Greece (“NBG”), as a result of the lease amendment, whereby the guaranteed lease period and therefore the
guaranteed rent for a great part of the portfolio leased to NBG was extended.
A large part of the fair value increase is derived from the portfolio of properties leased to the Greek State. These
properties constitute an attractive investment portfolio, due to the lack of relevant investment product, but also due
to the tenant credibility, which was greatly reinforced by Greece regaining investment grade and the establishment
of the country as a safe investment destination.
Finally, it should be noted that a smaller part of the fair value increase is the result of the rents’ indexation, since
according to the existing lease agreements, the rent is adjusted annually, taking into account the inflation.
Were the discount rate as at December 31, 2023, used in the DCF analysis, to increase or decrease by +/-10% from
Management estimates, the carrying amount of investment property would be lower by €121,463 or higher by
€132,711, respectively.
Were the capitalization rate as at December 31, 2023 used in the DCF analysis, to increase or decrease by +/-10%
from Management estimates, the carrying amount of investment property would be lower by €82,074 or higher by
€99,877, respectively.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
124
Were the sale price per square meter of the future development of residencies as at December 31, 2023 used in the
valuation to determine the fair value of the land plot owned by the company Aphrodite Springs Public Limited in
Paphos, Cyprus, different by +/- 10% from Management's estimates, the carrying amount of investment property
would be estimated to be €12,200 higher or lower, respectively.
Were the construction cost per square meter of the future development of residencies as at December 31, 2023 used
in the valuation to determine the fair value of the land plot owned by the company Aphrodite Springs Public Limited,
in Paphos, Cyprus, to increase or decrease by +/-10% from Management estimates, the carrying amount of
investment property would be lower by €8,500 or higher by €8,500 respectively.
Were the sales price/rental value of the development as at December 31, 2023, used in the valuation to determine
the fair value of the land plot in Italy, to increase or decrease by +/-10% from Management estimates, the carrying
amount of investment property would be higher by €56,600 higher or negative, respectively.
Were the construction cost of the development as at December 31, 2023 used in the valuation to determine the fair
value of the land plot in Italy, to increase or decrease by +/-10% from Management estimates, the carrying amount
of investment property would be negative or €55,900 higher, respectively.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
125
NOTE 7: Property and Equipment
Group
Land and buildings
(Administrative Use)
Motor
vehicles
Fixtures and
equipment
Leasehold
improvements
Assets under
construction and
Advances
Right-of-use
Asset
Total
Cost or Fair value
Balance at January 1, 2022
9,532
9
1,756
66
1
617
11,981
Additions
30
-
47
-
-
-
77
Other
-
-
-
-
-
(6)
(6)
Balance at December 31, 2022
9,562
9
1,803
66
1
611
12,052
Accumulated depreciation
Balance at January 1, 2022
(246)
(9)
(838)
(24)
-
(232)
(1,349)
Depreciation charge
(138)
-
(292)
(10)
-
(92)
(532)
Balance at December 31, 2022
(384)
(9)
(1,130)
(34)
-
(324)
(1,881)
Net book value at December 31, 2022
9,178
-
673
32
1
287
10,171
Cost or Fair value
Balance at January 1, 2023
9,562
9
1,803
66
1
611
12,052
Additions
172
-
31
-
-
137
340
Other
-
-
-
-
-
(35)
(35)
Balance at December 31, 2023
9,734
9
1,834
66
1
713
12,357
Accumulated depreciation
Balance at January 1, 2023
(384)
(9)
(1,130)
(34)
-
(324)
(1,881)
Depreciation charge
(142)
-
(250)
(10)
-
(100)
(501)
Balance at December 31, 2023
(526)
(9)
(1,380)
(44)
-
(424)
(2,382)
Net book value at December 31, 2023
9,208
-
454
22
1
289
9,975
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
126
Company
Land and
buildings
(Administrative
use)
Motor
vehicles
Fixtures
and
equipment
Right-of-
use Asset
Total
Cost
Balance at January 1, 2022
9,532
9
1,743
448
11,732
Additions
30
-
45
-
75
Balance at December 31 2022
9,562
9
1,788
448
11,807
Accumulated depreciation
Balance at January 1, 2022
(246)
(9)
(829)
(198)
(1,282)
Depreciation charge
(138)
-
(290)
(78)
(506)
Balance at December 31 2022
(384)
(9)
(1,119)
(276)
(1,788)
Net book value at December 31, 2022
9,178
-
669
172
10,019
Cost
Balance at January 1, 2023
9,562
9
1,788
448
11,807
Additions
172
-
31
137
340
Other
-
-
-
(16)
(16)
Balance at December 31, 2023
9,734
9
1,819
569
12,131
Accumulated depreciation
Balance at January 1, 2023
(384)
(9)
(1,119)
(276)
(1,788)
Depreciation charge
(142)
-
(247)
(88)
(477)
Balance at December 31, 2023
(526)
(9)
(1,366)
(364)
(2,265)
Net book value at December 31, 2023
9,208
-
453
205
9,866
The category ‘’Land and buildings’’ of the Group and the Company comprise of the owner-occupied property of the
Company located at 9, Chrisospiliotissis Street, Athens, used for administration purposes. The fair value of the owner-
occupied property as at December 31, 2023, amounted to €11,298.
NOTE 8: Acquisition of Subsidiaries (asset acquisitions)
Asset acquisitions
• On February 22, 2023, the Company acquired the 100% of the shares of the company THETIS KTIMATIKI – EMPORIKI
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 assets of the
company on the date of the acquisition and amounted to €26,194, out of which €16,585 was given as an advance
payment.
The assets and liabilities recognized in the Statement of Financial Position on the date of the acquisition were:
22.02.2023
ASSETS
Investment property
38,098
Cash and cash equivalents
2,410
Other assets
1,057
Total assets
41,565
LIABILITIES
Borrowings
(13,393)
Other liabilities
(1,978)
Total liabilities
(15,371)
Fair value of acquired asset
26,194
Total purchase consideration
26,194
Source: Unaudited financial information
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
127
NOTE 9: Investments in Subsidiaries
Group
Company
Subsidiaries
Country of
Incorporation
Unaudited Tax
Years
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Karolou Touristiki S.A.
Greece
2018 –2023
100.00%
100.00%
100.00%
100.00%
MILORA S.M.S.A.
Greece
2019 – 2023
100.00%
100.00%
100.00%
100.00%
Panterra S.A
(1)
Greece
-
-
100.00%
-
100.00%
THRIASEUS S.A.
Greece
2021– 2023
97.57%
97.57%
97.57%
97.57%
BTR HELLAS S.M.IKE
Greece
2018 – 2023
100.00%
100.00%
100.00%
100.00%
BTR HELLAS II S.M.IKE
Greece
2019 – 2023
100.00%
100.00%
100.00%
100.00%
WISE ATHANASIA S.M.IKE
Greece
2020 – 2023
100.00%
100.00%
100.00%
100.00%
WISE LOUISA S.M.S.A.
Greece
2019 – 2023
100.00%
100.00%
100.00%
100.00%
THERMOPYLON 77 S.M.IKE
Greece
2018 – 2023
100.00%
100.00%
100.00%
100.00%
Sygchrono Katoikein S.M.S.A.
Greece
2022 – 2023
100.00%
100.00%
100.00%
100.00%
IQ HUB S.M.S.A.
(1)
Greece
-
100.00%
100.00%
100.00%
100.00%
THETIS ΚΤIΜΑΤΙΚI - ΕΜPORΙΚI
S.M.S.A.
(1)
Greece
-
-
-
-
-
Egnatia Properties S.A.
Romania
2016 – 2023
99.96%
99.96%
99.96%
99.96%
PNG Properties EAD
Bulgaria
2017 – 2023
100.00%
100.00%
100.00%
100.00%
I & B Real Estate EAD
Bulgaria
2016 – 2023
100.00%
100.00%
100.00%
100.00%
Quadratix Ltd.
Cyprus
2016 – 2023
100.00%
100.00%
100.00%
100.00%
Lasmane Properties Ltd.
Cyprus
2016 – 2023
100.00%
100.00%
100.00%
100.00%
Aphrodite Springs Public Limited
Cyprus
2015 – 2023
96.22%
96.22%
96.22%
96.22%
CYREIT AIF Variable Investment
Company Plc
Cyprus
2018 – 2023
88.23%
88.23%
88.23%
88.23%
Letimo Properties Ltd.
(3)
Cyprus
2017 – 2023
88.23%
88.23%
-
-
Elizano Properties Ltd.
(3)
Cyprus
2017 – 2023
88.23%
88.23%
-
-
Artozaco Properties Ltd.
(3)
Cyprus
2017 – 2023
-
88.23%
-
-
Consoly Properties Ltd.
(3)
Cyprus
2017 – 2023
88.23%
88.23%
-
-
Smooland Properties Ltd.
(3)
Cyprus
2017 – 2023
88.23%
88.23%
-
-
Threefield Properties Ltd.
(3)
Cyprus
2017 – 2023
-
88.23%
-
-
Bascot Properties Ltd.
(3)
Cyprus
2016 – 2023
88.23%
88.23%
-
-
Nuca Properties Ltd.
(3)
Cyprus
2017 –2023
88.23%
88.23%
-
-
Vanemar Properties Ltd.
(3)
Cyprus
2016 – 2023
88.23%
88.23%
-
-
Alomnia Properties Ltd.
(3)
Cyprus
2016 – 2023
88.23%
88.23%
-
-
Kuvena Properties Ltd.
(3)
Cyprus
2017 – 2023
88.23%
88.23%
-
-
Azemo Properties Ltd.
(3)
Cyprus
2017 – 2023
88.23%
88.23%
-
-
Ravenica Properties Ltd.
(3)
Cyprus
2017 – 2023
88.23%
88.23%
-
-
Wiceco Properties Ltd.
(3)
Cyprus
2017 – 2023
88.23%
88.23%
-
-
Lancast Properties Ltd.
(3)
Cyprus
2017 – 2023
88.23%
88.23%
-
-
Rouena Properties Ltd.
(3)
Cyprus
2017 –2023
88.23%
88.23%
-
-
Allodica Properties Ltd.
(3)
Cyprus
2017 – 2023
88.23%
88.23%
-
-
Vameron Properties Ltd.
(3)
Cyprus
2017 – 2023
88.23%
88.23%
-
-
Orleania Properties Ltd.
(3)
Cyprus
2017 – 2023
88.23%
88.23%
-
-
Primaco Properties Ltd.
(3)
Cyprus
2017 – 2023
88.23%
88.23%
-
-
Arleta Properties Ltd.
(3)
Cyprus
2017 – 2023
88.23%
88.23%
-
-
Panphila Investments Limited
Cyprus
2021 – 2023
100.00%
100.00%
100.00%
100.00%
Nash S.r.L.
Italy
2016 – 2023
100.00%
100.00%
100.00%
100.00%
Prodea Immobilaire SrL.
Italy
-
-
92.70%
-
92.70%
CI Global RE S.a.r.l. SICAF-RAIF
(2)
Luxemburg
-
80.00%
80.00%
80.00%
80.00%
Picasso Fund
(4)
Italy
2016 – 2023
80.00%
80.00%
-
-
Euclide S.r.l.
(4)
Italy
2016 – 2023
80.00%
80.00%
-
-
(1)
The company was merged by absorption by the Company.
(2)
The Company owns 80% of the share capital of CI Global RE S.a.r.l. SICAF-RAIF representing 46.2% of the economic rights of the company.
(3)
These companies are 100% subsidiaries of the company CYREIT AIF Variable Investment Company Plc .
(4)
The companies Picasso Fund and Euclide S.r.l. are 100% subsidiaries of the company CI Global RE S.a.r.l. SICAF-RAIF.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
128
The subsidiaries are consolidated with the full consolidation method.
The financial years 2016 up to 2022 of Karolou Touristiki S.A. have been audited by the elected under L. 4548/2018
statutory auditor, in accordance with article 82 of L. 2238/1994 and the article 65A of L. 4174/2013 and the relevant
tax audit certificates were issued with no qualification. Until the date of approval of the Financial Statements, the tax
audit by the statutory auditor for the year 2023 has not been completed and is not anticipated to incur significant
tax liabilities other than which have been already presented in the Financial Statements.
The financial year 2022 of the companies BTR HELLAS S.M.IKE, BTR HELLAS II S.M.IKE, WISE ATHANASIA S.M.IKE, WISE
LOUISA S.M.S.A. and THERMOPYLON 77 S.M.IKE has been audited by the elected under L. 4548/2018 statutory
auditor, in accordance with article 82 of L. 2238/1994 and the article 65A of L. 4174/2013 and the relevant tax audit
certificates were issued with no qualification. Until the date of approval of the Financial Statements, the tax audit by
the statutory auditor for the year 2023 has not been completed and is not anticipated to incur significant tax liabilities
other than which have been already presented in the Financial Statements.
According to POL. 1006/05.01.2016, the companies for which a tax audit certificate with no qualifications is issued,
are not exempted from tax audit for offenses of tax legislation by the tax authorities. Therefore, the tax authorities
may come back and conduct their own tax audit. However, the Management estimates that the results of future tax
audits may be conducted by the tax authorities and will not have a material effect on the financial position of the
companies.
Below is presented an analysis of the cost of investments in subsidiaries as it is presented in the Company’s Statement
of Financial Position as at December 31, 2023 and December 31, 2022:
Cost of Investment
31.12.2023
31.12.2022
Nash S.r.L.
45,390
48,013
Egnatia Properties S.A.
20
20
Quadratix Ltd.
10,802
10,802
Karolou Touristiki S.A.
7,947
7,947
Lasmane Properties Ltd.
16,440
16,010
I & B Real Estate EAD
40,142
40,142
Aphrodite Springs Public Limited
12,258
12,258
CYREIT AIF Variable Investment Company Plc
140,437
140,437
Prodea Immobiliare SrL
-
10,581
Panterra S.A.
-
22,091
Panphila Investments Limited
24,250
100
CI Global RE S.a.r.l. SICAF-RAIF
61,138
65,927
THRIASEUS S.A.
6,878
6,732
IQ HUB S.M.S.A.
-
15,368
Sygchrono Katoikein S.M.S.A.
7,985
500
BTR HELLAS S.M.IKE
9,193
2,040
BTR HELLAS II S.M.IKE
1,416
6,663
WISE ATHANASIA S.M.IKE
6,591
5,091
WISE LOUISA S.M.S.A.
7,046
6,646
THERMOPYLON 77 S.M.IKE
4,120
3,020
Total
402,053
420,388
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
129
On February 22, 2023, the Company acquired the 100% of the shares of the company THETIS ΚΤIΜΑΤΙΚI - ΕΜPORΙΚI
S.M.S.A (hereinafter "THETIS"), which owns a complex of four properties with total area of 59.0 thousand sq.m. which
are used as Storage and Distribution Centers. The consideration for the acquisition of THETIS shares was calculated
based on the net assets of the company on the date of the acquisition and amounted to €26,194, out of which
€16,585 was given as an advance payment (Note 8).
On December 21, 2023, the merger by absorption (the “Merger”) of the 100% subsidiaries “IQ HUB S.M.S.A.”, “THETIS
ΚΤIΜΑΤΙΚI - ΕΜPORΙΚI S.M.S.A.” and “Panterra 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. 3183294/21.12.2023 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 7-21 and 30-38 of L. 4601/2019, articles 1-5 of L. 2166/1993,
each as in force and in accordance with the provisions of No. 8.928/20.12 .2023 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.
On May 22, 2023, the Extraordinary General Meeting of the Shareholders of THERMOPYLON S.M.IKE decided to
increase its capital by €1,000 with the issuance of 100,000 new company shares of a nominal value of €10 each
(amount in €). On December 22, 2023, the Extraordinary Meeting of Shareholders of THERMOPYLON S.M.IKE decided
to increase its capital by €100 by issuing 10,000 new company shares of a nominal value of €10 each (amount in €).
On May 22, 2023, the Extraordinary General Meeting of the Shareholders of WISE ATHANASIA S.M.IKE decided to
increase its capital by €1,500 with the issuance of 150,000 new company shares of a nominal value of €10 each
(amount in €).
During the first semester of 2023, the sole shareholder of Panphila Investments Limited proceeded with four
consecutive share capital increases, on April 12, 2023, an increase by €8,600 with the issuance of 8,600,000 new
shares with a nominal value of €1 each (amount in €), on May 26, 2023, an increase by €550 with the issuance of
550,000 new shares with a nominal value of €1 each (amount in €), on June 22, 2023, an increase by €9,000 with the
issuance of 9,000,000 new shares with a nominal value of €1 each (amount in €) and on November 20, 2023, an
increase by €6,000 with the issuance of 6,000,000 new shares with a nominal value of €1 each (amount in €). As at
December 31, 2023, the share capital of Panphila Investments Limited amounted to €24,250.
During 2023, the Extraordinary General Meeting of the Shareholders of Lasmane Properties Ltd. proceeded with two
consecutive share capital increases, on June 5, 2023 an increase by €1,500 with the issuance of 1,500,000 new shares
with a nominal value of €1 each (amount in €), and on December 28, 2023 an increase by €600 with the issuance of
600 new shares with a nominal value of €1 each (amount in €). On December 31, 2023, the Company recognized an
impairment of the cost of investment in Lasmane Properties Ltd amounted to €1,670 as its book value exceeded its
estimated recoverable value.
During the second semester of 2023, the Extraordinary General Meeting of the Shareholders of Sychrono Katoikein
S.M.S.A. proceeded with two consecutive share capital increases, on July 20, 2023, an increase by €7,400 with the
issuance of 7,400,000 new shares with a nominal value of €1 each (amount in €), and on December 22, 2023 an
increase by €85 with the issuance of 85,000 new shares with a nominal value of €1 each (amount in €).
On December 8, 2023, the CYREIT subsidiary company based in Cyprus sold its shares in Threefield Properties, owner
of a storage and distribution center in Nicosia, for a contribution of €4,800. The company was classified as held for
sale in the Statement of Financial Position as at June 30, 2023 (Note 15). The book value of the property at the date
of the acquisition amounted to €4,426. The disposal of the company resulted in a Group level gain of €324.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
130
On December 15, 2023, the Extraordinary General Meeting of the Shareholders of THRIASEUS S.A. decided to
increase the company's share capital by €150 by issuing 150,000 new company shares with a par value of €1 (amount
in euros). The Company paid an amount of €146 in proportion to its share in the share capital of to THRIASEUS SA.
On December 22, 2023, the Extraordinary Meeting of the Shareholders of the WISE LOUISA S.M.S.A decided to
increase the share capital by €400 with the issuance of 40,000 new ordinary shares with a par value of €10 each
(amount in €).
On December 22, 2023, the Extraordinary Meeting of the Shareholders of BTR HELLAS S.M.IKE decided to increase
the share capital by €2,530 with the issuance of 253,000 new ordinary shares with a par value of €10.00 each (amount
in €).
On December 22, 2023, the Extraordinary Meeting of the Shareholders of BTR HELLAS II S.M.IKE decided to increase
the share capital by €50 with the issuance of 5,000 new ordinary shares with a par value of €10 each (amount in €).
On December 28, 2023 the subsidiary company CYREIT based in Cyprus sold its investment in Artozaco Properties,
owner of an office property in Nicosia, for a consideration of €4,877. The book value of the property at the date of
acquisition amounted to €4,993. The disposal of the company resulted in a Group level loss of €190.
On December 29, 2023, the Company sold its shares in the subsidiary company Prodea Immobiliare in Italy for
€10,381. The book value of the property on the date of the disposal amounted to €8,330. As at December 31, 2023,
the consideration of disposal of Prodea Immobiliare is included in other long-term assets (€7,351) and in trade and
other receivables (€3,030) (Note 12). Of the total consideration, €1,363 was collected on January 8, 2024, while the
remaining amount will be collected in accordance with the terms of the sales contract. The disposal of the company
resulted in a profit of €1,425 in Group level. On June 30, 2023, an impairment loss on the cost of the investment to
Prodea Immobiliare amounting to €1,809 was recognized as its book value exceeded its estimated recoverable value.
The impairment amounting to €1,609 was reversed on the date of the disposal while an amount of €200 was
recognized as impairment in the Income Statement as at December 31, 2023.
As at December 31, 2023, the Company recognized an impairment loss on the cost of the investment to the company
Nash S.r.L. amounted to €2,623 as its book value exceeded its estimated recoverable value.
As at December 31, 2023, the Company recognized an impairment loss of the cost of its investment to the company
CI Global RE Sarl SICAF -RAIF amounted to €4,789, as its book value exceeded its estimated recoverable value.
As at December 31, 2023, the Company recognized an impairment loss of the cost of its investment to the company
BTR HELLAS II S.M.IKE amounted to €674, as its book value exceeded its estimated recoverable value.
NOTE 10: Investments in joint ventures
Group
Company
Investments in joint ventures
Country
Unaudited
tax years
31.12.2023
31.12.2022
31.12.2023
31.12.2022
EP Chanion S.A.
Greece
2018 – 2023
40%
40%
40%
40%
RINASCITA S.A.
Greece
2018 – 2023
90%
90%
90%
90%
PIRAEUS TOWER S.A.
Greece
2020 – 2023
30%
30%
30%
30%
MHV Mediterranean Hospitality
Venture Plc
Cyprus
2018 – 2023
25%
25%
25%
25%
OURANIA EPENDITIKIS.A.
Greece
2020 – 2023
35%
35%
35%
35%
V TOURISM S.A.
Greece
-
49%
49%
49%
49%
Five Lakes Fund
Italy
-
75%
75%
75%
75%
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
131
Cost of investments
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Investments in joint ventures
EP Chanion S.A.
-
1,694
-
1,262
RINASCITA S.A.
9,603
9,433
9,603
10,253
PIRAEUS TOWER S.A.
9,149
4,933
7,235
3,335
MHV Mediterranean Hospitality Venture Plc
100,990
105,259
57,903
64,153
OURANIA EPENDITIKI S.A
6,680
3,335
5,980
2,648
V TOURISM S.A.
6,754
6,061
5,730
5,243
Five Lakes Fund
28,062
26,621
27,487
27,487
Total
161,238
157,336
113,938
114,381
On January 12, 2023, the Shareholders of Mediterranean Hospitality Venture Plc (hereinafter “MHV”) approved the
decrease of the company's share capital by a total amount of €25,000, through the liquidation of 25,000 redeemable
preference shares with nominal value of €1 each. The Company, in proportion to its share in the share capital of
MHV, received an amount of €6,250.
On March 23, 2023 the Extraordinary General Meeting of the Shareholders of the company V TOURISM S.A decided
to increase the company's share capital by €1,028 with the issuance of 1,500 new ordinary shares of a nominal value
of €50 each (amount in €) and an issue price of €685 each (amount in €). The Company paid an amount of €503 in
proportion of its share in the share capital of V TOURISM.
On December 18, 2023, the Extraordinary General Meeting of the Shareholders of PIRAEUS TOWER S.A. decided to
increase the company's share capital by €13,000 with the issuance of 130,000 new ordinary shares with a par value
of €10 each (amount in €) and an issue price of €100 each (amount in €). The Company paid an amount of €3,900 in
proportion to its share in the share capital of PIRAEUS TOWER S.A.
On December 21, 2023, the Shareholders of OURANIA S.A. decided to increase the company's share capital by €9,520
with the issuance of 95,200 new ordinary shares with a par value of €10 each (amount in €) and an issue price of
€100 each (amount in €). The Company paid an amount of €3,332 in proportion to its share in the share capital of
OURANIA S.A.
On November 14, 2023, the Company decided to initiate procedures for the disposal of shares of joint venture EP
Chanion S.A, owner of a plot of land in Chania, Crete. The investment in joint venture was classified as asset held for
sale as at December 31, 2023 (Note 15), while on December 29, 2023, the preliminary agreement for the sale of its
shares was signed. The disposal of the shares of EP Chanion S.A. was completed on January 30, 2024 (Note 37).
On December 8, 2023, the Company signed an agreement for the acquisition of an additional 55% of the shares of
MHV, subject to receiving approval from the Cyprus Competition Commission. In this context, he paid an advance of
€70,000 (Note 11). The acquisition of the additional interest was completed on January 24, 2024 (Note 37).
As at December 31, 2023, the Company recognized an impairment loss of the cost of its investment to the company
RINASCITA S.A. of an amount of €650, as its book value exceeded its estimated recoverable value
For the year ended December 31, 2023, the Group’s share of gain from joint ventures amounted to €131 as analysed
below:
- Gain of €317 from PIRAEUS TOWER S.A.
- Gain of €343 from Five Lakes Fund
- Gain of €170 from RINASCITA S.A.
- Gain of €100 from EP CHANION S.A.
- Gain of €13 from OURANIA EPENDITIKI S.A.
- Loss of €748 from MHV
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
132
- Loss of €326 from V TOURISM S.A
In addition, the Statement of Total Comprehensive Income for the year ended December 31, 2023, includes other
comprehensive income from the Company’s participation in MHV (€2,728), V Tourism (€532) and Five Lakes (€1,098)
joint ventures for a total amount of €4,358. This amount derives from the measurement at fair values of the fixed
assets of the joint ventures.
NOTE 11: Other long-term Assets
The increase of the item “Other long-term assets” of the Company by €74,558 (December 31, 2023: €104,331,
December 31, 2022: €29,773) mainly due to the advance payment of €70,000 that the Company paid in the context
of contract for the acquisition of an additional 55% of shares in MHV. The acquisition has been completed on January
24, 2024 (Note 37).
The increase of the item “Other long-term assets” of the Company of the Group by €95,904 (December 31, 2023:
€121,065, December 31, 2022: €25,161) mainly due to the advance payment of €70,000 that the Company paid in
the context of contract for the acquisition of an additional 55% of shares to MHV (Note 37) and to the advance
payments of €23,465 paid by Panphila Investments Ltd. to acquire an office tower under development.
As at December 31, 2023 the Group’s and the Company's other long-term assets include a pledged amount of €5,700
in relation to current legal actions. The Company’s Management, based on the opinion of its legal advisors, estimates
that the outcome of the case will be in favour of the Company.
As at December 31, 2023 the Company's other long-term assets include a loan granted by the Company to the
subsidiary PNG Properties amounted to €8,778 as at December 31, 2023 (December 31, 2022: €9,738) (Note 35). On
December 31, 2023, the Company recorded an expected credit loss provision of €1,356 for the receivables associated
to the loan granted to the subsidiary PNG Properties, while in 2022 a provision of €2,024 was recorded. The amount
of €1,356 is included in the item "Net impairment loss on financial assets" in the Income Statement of the Company
for the year ended December 31, 2023.
NOTE 12: Trade and Other Assets
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Trade receivables
20,486
32,939
11,333
22,753
Trade receivables from related parties (Note 35)
10
6
10
6
Receivables from Greek State
4,733
11,171
3,773
5,872
Prepaid expenses
6,091
7,757
4,501
6,192
Other receivables
10,119
20,470
8,473
17,147
Other receivables from related parties (Note 35)
4
28
5,994
10,811
Less: Provisions for expected credit loss
(4,539)
(3,880)
(908)
(1,020)
Total
36,904
68,491
33,176
61,761
At each balance sheet date, the Group and the Company carry out an impairment test on trade and other receivables.
The Management of the Group and the Company, evaluating the risks related to the collection of the above trade
and other receivables, recorded a provision of expected credit loss. From the record of the provision of expected
credit loss, a loss of €1,586 and a gain of €114 were recognized for the Group and the Company respectively, for the
year ended December 31, 2023. These amounts were included in the item "Net impairment loss on financial assets"
in the Income Statement of the Group and the Company for the year ended December 31, 2023.
In addition, as at December 31, 2023 the Group and the Company proceeded with the write-off of trade receivables
of €364 and €50, respectively.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
133
As at December 31, 2023 the trade receivables of the Group and the Company include an amount of €1,860 which
relates to the remaining consideration amount from the disposal of investment properties of the Company concluded
within 2023, of which an amount of €600 was collected on January 4, 2024. Also include an amount of €3,030 which
relates to the remaining consideration from the disposal of the company Prodea Immobiliare (Note 9), of which an
amount of €1,363 was collected on January 8, 2024.
As at December 31, 2022 the trade receivables of the Group and the Company include an amount of €16,710 which
relates to the remaining consideration amount from the disposal of investment properties of the Company concluded
within 2022. The total amount was collected within the first semester of 2023.
As at December 31, 2022, the Company's receivables from Greek State mainly relate to capital accumulation tax of
€1,752 paid by the Company on September 16, 2014, and September 17, 2014. Upon payment of this tax, the
Company expressed its reservation on the obligation to pay the tax and at the same time it requested the refund of
this amount as a result of paragraph 1, article 31 of L.2778/1999, which states that "the shares issued by a REIC and
the transfer of properties to a REIC are exempt of any tax, fee, stamp duty, levies, duties or any other charge in favor
of the State, public entities and third parties in general". Regarding the payment of the aforementioned tax, because
of the lack of response from the relevant authority after a three-month period, the Company filed an appeal. Based
on a decision of the Council of State, the appeals were accepted, and the Company received the aforementioned
amount during 2023. As at December 31, 2022, Group’s and Company’s receivables from Greek State include an
amount of €3,000 related to construction VAT, which was collected within the fiscal year 2023.
The analysis of other receivables is as follows:
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Prepayments for the acquisition of companies
-
16,585
-
16,585
Other
10,119
3,885
8,473
562
Total
10,119
20,470
8,473
17,147
The other receivables of the Group and the Company as at December 31, 2023 include a total amount of €7,122
which relates to: a) loan and accrued interest, of a total amount of €5,670, which was transferred during the disposal
of the Company's 15% stake in Aphrodite Hills Report Limited on August 11, 2021 and b) the remaining consideration
from the disposal of the 15% of the Company's stake in Aphrodite Hills Report Limited of an amount of €1,452. The
total amount of €7,122 was received on April 5, 2024.
The prepayment of €16,585 as at December 31, 2022 relates to the prepayment for the acquisition of the company
Thetis Ktimatiki – Emporiki S.M.S.A. that had been paid within 2022, which was completed on February 22, 2023
(Note 8).
NOTE 13: Inventory property
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Land under development (cost)
4,517
4,517
4,517
4,517
Building (Offices) under construction (lower of cost
and net realizable value)
24,119
12,110
-
-
Total
28,636
16,627
4,517
4,517
On June 22, 2023, the subsidiary Sygchrono Katoikein S.M.S.A proceeded with the acquisition of plot of land located
at 7, Kanari street in Pefki, Attica, with a total area of approximately 2.1 thousand sq.m., in which residential
properties for sale will be developed. The consideration for the acquisition of the property amounted to €1,650
(excluding the acquisition costs of €91) while the fair value at the date of the acquisition, according to the valuation
performed by the independent statutory valuers, amounted to €1,921.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
134
On September 7, 2023, the subsidiary Sygchrono Katoikein S.M.S.A proceeded with the acquisition of a land plot
located at 41, Pontou street, in Nea Erythraia with a total area of approximately 4,2 thousand sq.m., in which
residential properties for sale will be developed. The consideration for the acquisition of the properties amounted
to €5,700 while their fair value at the date of the acquisition, according to the valuation performed by the
independent statutory valuers, amounted to €5,778.
The revenue from the sale of properties under construction includes sales of properties that have either been
completed or are still under construction. For each performance obligation fulfilled over time, the Group and the
Company recognize revenue over time by measuring progress toward the complete satisfaction of that performance
obligation. The objective of progress measurement is to illustrate the extent to which the Group and the Company
have transferred control of the promised goods or services to a customer.
As at December 31, 2023, the Group and the Company have recognized revenue of €3,707 from the sale of 9
properties under construction, and this has been recorded in the item "Revenue" in the Statement of Comprehensive
Income for the year ended December 31, 2023 (Note 25). The cost of sales for the 9 properties under construction
amounted to €3,124 and is included in the item "Net change in real estate inventories" in the Statement of
Comprehensive Income for the year ended December 31, 2023.
Inventory Properties movement is presented below:
Group
Company
2023
2022
2023
2022
Balance January 1,
16,627
35,316
4,517
4,517
Acquisitions
7,581
11,345
-
-
Subsequent capital expenditures
7,768
11,067
-
-
Impairment
(216)
(4,095)
-
-
Disposals
(3,124)
(37,006)
-
-
Balance December 31,
28,636
16,627
4,517
4,517
The impairment of inventory property for the year ended December 31, 2023, amounted to €216 and is included in
the item "Net impairment loss on non - financial assets" in the Group's Statement of Total Comprehensive Income
for the year ended December 31, 2023.
The Group's borrowings which are secured by under development residential properties are presented in Note 20.
NOTE 14: Cash and Cash Equivalents
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Cash in hand
5
8
1
3
Sight and time deposits
198,179
183,096
164,655
150,140
Total
198,184
183,104
164,656
150,143
The fair value of the Group’s cash and cash equivalents is estimated to approximate their carrying value.
As at Deember 31, 2023, sight and time deposits of the Group and the Company include pledged deposits amounted
to €13,116 and €7,388 respectively (December 31, 2022: €10,297 for the Group and €2,956 for the Company,
respectively), in accordance with the provisions of the loan agreements.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
135
Reconciliation to cash flow statement
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Cash in hand
5
8
1
3
Sight and time deposits
198,179
183,096
164,655
150,140
Cash and cash equivalents associated with assets
held for sale
449
177
-
-
Total
198,633
183,281
164,656
150,143
NOTE 15: Assets held for sale
As at December 31, 2023, the assets held for sale include 63 properties owned by the Company, along with the
subsidiaries Vanemar Properties Ltd., and Azemo Properties Ltd., 100% subsidiaries of CYREIT AIF Variable
Investment Company Plc, 2 properties of subsidiary Picasso Fund, the subsidiary Milora S.A and the joint venture EP
CHANION S.A. As at December 31, 2022, the assets held for sale included 49 properties owned by the Company and
the subsidiary Milora S.A.
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.
as at December 31, 2022, amounted to €46,252. As at December 31, 2023, the disposal of seven out of the 49
properties was completed (Note 6), while 2 properties ceased to be classified as held for sale as they do not meet
the criteria of IFRS 5. The remaining 40 properties continue to be classified as held for sale as the Company's
Management remains committed to the program for their sale. Subsequent to December 31, 2023 the sale of 5 of
the above properties was completed (Note 37). The fair value of the remaining 40 properties of the Company as at
December 31, 2023, amounted to €29,979, while their fair value as at December 31, 2022 amounted to €30,700. The
loss of €721 is included in "Net gain from the fair value adjustment of investment properties" in the Income
Statement of the Group and the Company for the year ended December 31, 2023. The fair value of the property of
the subsidiary Milora S.A. as at December 31, 2023 amounted to €1,853, while as at December 31, 2022 its fair value
amounted to €1,836. The gain of €17 is included in "Net gain from the fair value adjustment of investment properties"
in the Income Statement for the Group for the year ended December 31, 2023.
On May 11, 2023, the competent bodies of the Company decided to initiate the process for the disposal of the
companies Vanemar Properties Ltd., Threefield Properties Ltd. and Azemo Properties Ltd., 100% subsidiaries of
CYREIT AIF Variable Investment Company. These companies are available for immediate sale, and their sale is highly
likely. Therefore, as at June 30, 2023 have been classified as assets held for sale. On December 8, 2023, the sale of
Threefield Properties, owner of a storage and distribution center property in Nicosia, was completed and the
consideration amounted €4,800 (Note 6 and 9). On December 11, 2023, the contract for the sale of the shares of
Azemo Properties Ltd. was signed. The transfer of shares will be completed by June 30, 2024. The fair value of the
properties of the aforementioned companies as at December 31, 2023, amounted to €4,513.
The Company continues to implement its existing investment strategy in a consistent manner by strengthening the
composition of its investment portfolio with more sustainable properties and divesting from smaller properties with
mainly bank branch use and extended geographical dispersion. The main goals of this strategy is to improve the
portfolio's quality and the predictability of the company's revenues over time. In this context, on June 22, 2023 the
competent bodies of the Company have decided to initiate the procedures for the disposal of 43 properties of the
Company to National Bank of Greece S.A. (hereinafter “NBG”). Additionally, the Company has signed a Memorandum
- Private Agreement with NBG regarding the properties currently leased by the Company to NBG, and in particular,
on the one hand, the sale of properties to NBG for a total price of €237,251, corresponding to the fair value of these
properties according to the independent valuers’ valuations, and the amendment of certain terms of the lease
between the parties for the remaining properties which will not be sold and will remain leased to NBG. On June 30,
2023, the first sale occurred, involving the property located at Gargitou and Porou streets in Gerakas, Attica, with a
value of €83,251 (Note 6). On August 7, 2023, the modification of the lease agreement with NBG was signed. On
December 21, 2023, the sale of 22 of the above properties to the National Bank of Greece S.A. was completed for a
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
136
total consideration of €110,460 while their book value amounted to €110,605 (Note 6). An amount of €46,419 out
of the total consideration was utilized for the repayment of existing borrowings, subsequent to December 31, 2023.
On February 7, 2024, the disposal of additional 18 properties was completed (Note 37), while the disposal of the
remaining 2 properties is expected to be completed within the first half of 2024. The fair value of the Company's
remaining 20 properties as at December 31, 2023 amounted to €43,583.
Within the second half of 2023, the competent bodies of the Company decided to initiate procedures for the disposal
of 3 additional properties. The properties are available for immediate sale and their sale is highly probable, therefore
at December 31, 2023, they were classified as assets held for sale. Their fair value as at December 31, 2023, amounted
to €10,442.
On October 25, 2023, the competent bodies of the Company decided to initiate procedures for the disposal of a
property belonging to the Picasso Fund subsidiary at Via Cernaia 16-18, in Rome, Italy. The property is available for
immediate sale and its sale is highly probable, therefore at December 31, 2023, it was classified as held for sale. The
fair value of the property as at December 31, 2023, amounted to €965.
On November 14, 2023, the dcompetent bodies of the Company decided to initiate procedures for the disposal of
shares of joint venture EP Chanion S.A, owner of a plot of land in Chania, Crete (Note 10). The investment in joint
venture was classified as a held-for-sale item as at December 31, 2023, while on December 29, 2023, the preliminary
agreement for the sale of its shares was signed. The disposal of the shares of EP Chanion S.A. was completed on
January 30, 2024 (Note 37).
On November 24, 2023, the competent bodies of the Company decided to initiate procedures for the sale of part of
a property of the subsidiary Picasso Fund on Viale Giulio Richard Tower F, in Milan, Italy. The property is available for
immediate sale and its sale is highly probable, therefore as at December 31, 2023 was classified as held for sale. The
fair value of the property as at December 31, 2023, amounted to €10,300. The disposal of the asset completed
subsequently of December 31, 2023 (Note 37).
The investment properties classified as held for sale are included in the operational segments "Retail/big boxes,"
"Bank Branches," "Offices," and "Other," as well as in the geographical segments "Greece" and "Cyprus”.
Assets Held for sale
Group
31.12.2023
31.12.2022
Fair Value of properties owned by the Company
84,004
44,416
Fair value of properties of subsidiary Picasso Fund
11,265
-
Participation in a joint venture EP Chanion S.A.
1,794
-
Assets of Milora S.A.
2,023
2,013
Assets of Vanemar Properties Ltd. and Azemo Properties Ltd
4,835
-
Total
103,921
46,429
Company
31.12.2023
31.12.2022
Fair Value of properties owned by the Company
84,004
44,416
Cost of investment in Milora S.A.
1,558
1,558
Cost of investment in EP Chanion S.A.
1,262
-
Total
86,824
45,974
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
137
Information about fair value measurements of investment property classified as assets held for sale per business segment and geographical area for December 31, 2023:
Country
Segment
Fair Value
Valuation Method
Monthly market
rent
Discount rate
(%)
Capitalization rate (%)
Greece
Retail / big boxes
20,958
15%-20% market approach and
80%-85% discounted cash flows (DCF)
124
8.22% - 10.65%
6.50% - 8.75%
Greece
Bank Branches
50,203
15%-20% market approach and 80% - 85% DCF
218
8.40% - 9.83%
6.50% - 8.00%
Greece
Offices
14,189
15%-20% market approach and 80% - 85% DCF
97
8.75% - 10.15%
7.00% - 8.25%
Greece
Other
507
20% market approach and 80% DCF
4
9.65% - 10.15%
7.75% - 8.25%
Italy
Retail / big boxes
965
0% market approach and 100% DCF
5
7.75%
5.80%
Italy
Offices
10,300
0% market approach and 100% DCF
117
8.70%
6.05%
Cyprus
Logistice
2,488
20% market approach and 80% DCF
14
8.25% - 8.29%
6.25%
Cyprus
Other
2,025
20% market approach and 80% DCF
10
8.00%
6.00%
101,635
Information about fair value measurements of investment property classified as assets held for sale per business segment and geographical area for December 31, 2022:
Country
Segment
Fair Value
Valuation Method
Monthly market
rent
Discount rate (%)
Capitalization rate (%)
Greece
Retail / big boxes
19,549
15%-20% market approach and
80%-85% discounted cash flows (DCF)
120
9.02% - 11.00%
7.00% - 8.75%
Greece
Bank Branches
4,171
15%-20% market approach and 80% - 85% DCF
26
9.08% - 9.75%
7.00% - 7.50%
Greece
Offices
13,485
20% market approach and 80% DCF
94
9.25% - 10.50%
7.00% - 8.25%
Greece
Logistics
5,859
20% market approach and 80% DCF
41
10.43%
8.25%
Greece
Other
3,188
20% market approach and 80% DCF
28
10.50% - 12.45%
8.25% - 10.50%
46,252
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
138
NOTE 16: Derivative Financial Instruments
Group
31.12.2023
Nominal
Value
Fair Value
Assets
OTC interest rate derivatives recognized in total comprehensive
income
175,000
2,545
OTC interest rate derivatives recognized in profit or loss
400,000
5,306
Total
575,000
7,852
Company
31.12.2023
Nominal
Value
Fair Value
Assets
OTC interest rate derivatives recognized in profit or loss
400,000
5,306
Total
400,000
5,306
Group
31.12.2022
Nominal
Value
Fair Value
Assets
OTC interest rate derivatives recognized in total comprehensive
income
175,000
3,762
OTC interest rate derivatives recognized in profit or loss
400,000
11,006
Total
575,000
14,768
Company
31.12.2022
Nominal
Value
Fair Value
Assets
OTC interest rate derivatives recognized in profit or loss
400,000
11,006
Total
400,000
11,006
During 2022, the Group entered into two interest rate caps for the purpose of hedging cash flow risks, due to the
Group's exposure to the change in the floating interest rate with respect to floating-rate bonds. The hedging
contracts expire on September 22, 2024 and December 12, 2025.
For the year ended December 31, 2023, the Group recognized directly in the Statement of Total Comprehensive
Income an income on derivative financial instruments of an amount of €567 from effective hedging, which is due to
the fair value measurement of the derivative financial instrument as at December 31, 2023, resulted in a loss of
€1,217,and to the transfer of €1,784 from the Statement of Total Comprehensive Income to the item “Finance costs”
in the Group’s Income Statement, which relates to the partial recognition of the issuance expenses of derivative
financial instruments. Within 2023 the Group received an amount of €1,423 from effective hedging which has been
transferred from the Statement of Total Comprehensive Income item “Finance costs” in the Income Statement of
the Group.
Furthermore, the impact on the Income Statement from ineffective hedging amounted to €5,700 for the Group and
the Company and is included in the item "Net change in fair value of financial instruments at fair value through profit
or loss".
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
139
NOTE 17: Share Capital and Share Premium
Group
Company
No of Shares
Share Capital
Share Premium
Balance at December 31, 2023 and December
31, 2022
255,494,534
692,390
15,890
15,970
The total paid up share capital of the Company as at December 31, 2023 and December 31, 2022 amounted to
€692,390 divided into 255,494,534 ordinary shares with voting rights with a par value of €2.71 per share.
The Company does not hold own shares.
NOTE 18: Reserves
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Statutory reserve
43,912
40,220
42,226
38,898
Special reserve
227,335
323,987
227,335
323,987
Revaluation reserve
31,308
26,950
214
214
Other reserves
1,024
745
8
(18)
Total
303,579
391,902
269,783
363,081
According to article 158 of C.L. 4548/2018, as in force, the Company is required to withhold from its net profit a
percentage of 5% per year as statutory reserve until the total statutory reserve amounts to the 1/3 of the paid share
capital. The statutory reserve cannot be distributed throughout the entire life of the Company.
Special reserve of €227,335 as at December 31, 2023 (€323,987 as at December 31, 2022) relates to the decision of
the Extraordinary General Meeting of the Company’s Shareholders held on August 3, 2010 to record the difference
between the fair value and the tax value of the contributed properties on September 30, 2009 by NBG, established
upon the incorporation of the Company. An amount of €96,652 transferred from the special reserve to the retained
earnings at the Group’s and Company’s Statement of Changes in Equity as at December 31, 2023 and relates to the
difference between the fair value and the tax value of the contributed properties by NBG which have been sold up
to December 31, 2023.
NOTE 19: Non-controlling interests
The Group’s non-controlling interests amount to €93,129 as at December 31, 2023 (December 31, 2022: €107,611)
arising from the companies Aphrodite Springs Public Limited (ASPL), CYREIT AIF Variable Investment Company Plc
(CYREIT), CI Global RE S.a.r.l. SICAF-RAIF (CI Global) and Thriaseus S.A.
The non-controlling interests represent 3.78% of ASPL equity, 11.77% of CYREIT equity, 53.8% of CI Global equity and
2.43% of Thriaseus S.A equity.
As at December 31, 2022, non-controlling interests include Aphrodite Springs Public Limited (ASPL), CYREIT AIF
Variable Investment Company Plc (CYREIT), Prodea Immobiliare S.r.L., CI Global RE S.a.r.l. SICAF-RAIF (CI Global) and
Thriaseus S.A. Non-controlling interests represent 3.78% of ASPL equity, 11.77% of CYREIT equity, 7.3% of Prodea
Immobiliare equity, 53.8% CI Global equity and 2.43% of Thriaseus S.A.
The basic financial data of these companies are presented below. The amounts disclosed for each subsidiary are
before inter-company eliminations:
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
140
Condensed Statement of financial position as at
December 31, 2023
CYREIT
CI Global
Other
companies
Total
Non-current assets
159,041
293,184
23,575
Current assets
26,391
19,483
491
Long-term liabilities
(285)
(721)
(853)
Short-term liabilities
(5,197)
(179,613)
(100)
Equity
179,950
132,333
23,113
Equity attributable to non-controlling interests
21,180
71,195
754
93,129
Condensed Statement of financial position as at
December 31, 2022
CYREIT
CI Global
Other
companies
Total
Non-current assets
176,146
324,594
40,858
Current assets
9,854
18,600
1,963
Long-term liabilities
(827)
(170,490)
(3,153)
Short-term liabilities
(1,661)
(16,033)
(155)
Equity
183,512
156,671
39,513
Equity attributable to non-controlling interests
21,599
84,289
1,723
107,611
Condensed statement of total comprehensive income for
the year ended December 31, 2023
CYREIT
CI Global
Other companies
Revenue
9,534
20,297
943
Profit / (Loss) for the year
3,538
(24,906)
(6,888)
Profit / (Loss) for the year attributable to non-controlling
interests
416
(13,400)
(266)
Total comprehensive income attributable to non-
controlling interests
-
305
-
Dividend paid to non-controlling interests
506
-
-
Condensed statement of total comprehensive income for
the year ended December 31, 2022
CYREIT
CI Global
Other companies
Revenue
8,865
21,279
883
Profit / (Loss) for the year
13,440
(11,948)
(8)
Profit / (Loss) for the year attributable to non-controlling
interests
1,582
(6,428)
(29)
Total comprehensive income attributable to non-
controlling interests
-
364
-
Dividend paid to non-controlling interests
1,106
-
-
Condensed cash flow statement for the year ended December
31, 2023
CYREIT
CI Global
Other companies
Net cash flows from / (for) operating activities
6,331
524
(537)
Net cash flows from / (for) investing activities
9,947
8,070
(125)
Net cash flows from / (for) from financing activities
(4,297)
(10,954)
159
Net increase / (decrease) in cash and cash equivalents
11,981
(2,360)
(503)
Condensed cash flow statement for the year ended December
31, 2022
CYREIT
CI Global
Other companies
Net cash flows from / (for) operating activities
7,131
9,155
(854)
Net cash flows from / (for) investing activities
(1,432)
(12,170)
(5,763)
Net cash flows from / (for)from financing activities
(9,400)
(1,308)
7,393
Net increase / (decrease) in cash and cash equivalents
(3,701)
(4,323)
776
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
141
NOTE 20: Borrowings
All borrowings have variable interest rates, with the exception of the ‘’green’’ bond which has a fixed rate. The Group
is exposed to fluctuations in interest rates prevailing in the market and which affect its financial position and its cash
flows. Cost of debt may increase or decrease as a result of such fluctuations.
It is noted that the Group has entered into interest rate caps for the purpose of hedging cash flow risks, due to the
Group's exposure to the change in the floating interest rate with respect to floating-rate bonds. (Note 16).
As at December 31, 2023, the balance of the "green bond loan" amounted to €300,000 (December 31, 2022:
€300,000) while its fair value to €262,500 (December 31, 2022: €257,033).
On September 28, 2023 the Company proceeded with the signing of a bond loan agreement for an amount of up to
€180,000 with Piraeus Bank S.A. The bond loan has a five-year maturity, with an extension option for additional 2
years, with a 3-month Euribor rate plus a margin of 2.2% per annum. The bond loan will be utilized for the repayment
of existing borrowings, for the Company’s general business needs and for new investments. On November 30, 2023,
an amount of €132,095 was disbursed, which was used on the same day for the repayment of existing borrowings.
In the context of a prudent financial management policy, the Company's Management seeks to manage its borrowing
(short-term and long-term) by utilizing a variety of financial sources and in accordance with its business planning and
strategic objectives. The Company assesses its financing needs and the available sources of financing in the
international and domestic financial markets and investigates any opportunities to raise additional funds by issuing
loans in these markets.
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Long-term
Bond loans
944,913
1,008,642
944,913
978,963
Other borrowed funds
16,705
212,056
-
-
Long-term borrowings
961,618
1,220,698
944,913
978,963
Short-term
Bond loans
174,635
118,826
173,635
118,116
Other borrowed funds
191,526
10,476
-
-
Short-term borrowings
366,161
129,302
173,635
118,116
Total
1,327,779
1,350,000
1,118,548
1,097,079
As at December 31, 2023, short-term borrowings of the Group and the Company include an amount of €6,346 which
relates to accrued interest expense on the bond loans (December 31, 2022: €4,846 and 4.808 for the Group and the
Company respectively) and an amount of €2,773 for the Group and Nil for the Company, which relates to accrued
interest expense on other borrowed funds (December 31, 2022: €2,651 for the Group and Nill for the Company,
respectively).
As at December 31, 2023, the short-term loan borrowings of the Group and the Company include an amount of
€60,830, which represents the repayment of principal on the bond loan with NBG and EBRD, subsequent to
December 31, 2023, due to the disposal of investment properties which was completed on December 21, 2023 (Note
6 and 15) and on February 7, 2024 (Note 15 and 37). As at December 31, 2023, the Group's short-term borrowings
include a loan of the subsidiary I&B Real Estate EAD for an amount of €25,280 and of the indirect subsidiary Picasso
Fund for an amount of €164,930, which both expire within 2024. The Management is evaluating the refinancing
options of the loan of I&B Real Estate EAD while for the Picasso Fund loan there is a possibility for 3 consecutive
annual renewals based on the loan agreement, under the fulfillment of certain conditions.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
142
The maturity of the Group’s borrowings is as follows:
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Up to 1 year
366,161
129,302
173,635
118,116
From 1 to 5 years
821,235
795,119
809,542
566,325
More than 5 years
140,383
425,579
135,371
412,638
Total
1,327,779
1,350,000
1,118,548
1,097,079
The contractual re-pricing dates are limited to a maximum period of up to 6 months.
The weighted average interest rate of the Group's borrowings at the date of publication of the Financial Statements
amounts to 2.35% while as at December 31, 2023 amounted to 2.59% (December 31, 2022: 2.70%). The weighted
average remaining duration of the loans at the date of publication of the Financial Statements is 5.1 years, while as
at December 31, 2023 it was 4.5 years. For the calculation of the weighted average remaining duration of the loans,
the extension right that the Company and the Group have in the context of the loan agreements is taken into account.
The Group is not exposed to foreign exchange risk in relation to the borrowings, as all borrowings are denominated
in the functional currency, except for the loan of I&B Real Estate EAD located in Bulgaria, which is in foreign currency
(BGN), the rate of which is fixed according to European Central Bank.
The securities over the Group’s loans, including the collaterals on properties, are listed below:
• On 37 properties of the Company a prenotation of mortgage was established in favour of National Bank of
Greece S.A. (as bondholder agent) for an amount of €360,000. The balance of the bond loan as at December
31, 2023, amounted to €140,425 and the fair value of the properties amounted to €285,121. In addition, all
rights of the Company, arising from the lease contracts of the above properties, have been assigned in favour
of the lender.
• On 20 properties of the Company a prenotation of mortgage was established in favour of the National Bank of
Greece S.A. for an amount of €120,000. The balance of the bond loan as at December 31, 2023 amounted to
€59,325 and the fair value of the properties amounted to €94,826. In addition, all rights of the Company, arising
from the lease contracts of the above properties, have been assigned in favour of the lender.
• On 30 properties of the Company a prenotation of mortgage was established in favour of Piraeus Bank S.A. for
an amount of €216,000. The balance of the bond loan as at December 31, 2023 amounted to €132,095 and the
fair value of the properties amounted to €280,359. In addition, all rights of the Company, arising from the lease
contracts of the above properties, have been assigned in favour of the lender.
• On 80 properties of the Company a prenotation of mortgage was established in favour of Alpha Bank S.A. for
an amount of €336,000. The balance of the bond loan as at December 31, 2023 amounted to €276,550 and the
fair value of the properties amounted to €480,781. In addition, all rights of the Company, arising from the lease
contracts of the above properties, have been assigned in favour of the lender.
• The entire share capital of the company CYREIT AIF Variable Investment Company Plc (management and
investment shares) is collateral in favor of Bank of Cyprus Public Company Limited, for all amounts due under
the bond loan agreement of up to €90,000 signed on April 12, 2019. The balance of the bond loan as at
December 31, 2023 amounted to €90,000.
• On one property of the Company, a prenotation of mortgage was established in favour of Alpha Bank S.A. for
an amount of €11,700. The balance of the bond loan as at December 31, 2023 amounted to €8,436 and the fair
value of the properties amounted to €20,691. In addition, all rights of the Company, arising from the lease
contracts of the above property, have been assigned in favour of the lender.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
143
• On one property of the Company, a prenotation of mortgage was established in favour of Eurobank S.A. for an
amount of €54,158. The balance of the bond loan as at December 31, 2023 amounted to €29,651 and the fair
value of the properties amounted to €48,888. In addition, all rights of the Company, arising from the lease
contracts of the above property, have been assigned in favour of the lender.
• On 9 properties owned by the Company, a prenotation of mortgage was established in favour of Eurobank S.A.
for an amount of €90,000. The balance of the loan as at December 31, 2023 amounted to €25,000 and the fair
value of the properties amounted to €50,484. In addition, all rights of the Company arising from the lease
agreements for the abovementioned properties have been assigned in favour of the lender.
• On 1 property owned by the Company, a prenotation of mortgage was established in favour of Eurobank S.A.
for an amount of €32,500. The balance of the loan as at December 31, 2023 amounted to €24,813 and the fair
value of the property amounted to €35,750. In addition, all rights of the Company arising from the lease
agreement for the abovementioned property along with the lease agreements of two additional properties,
have been assigned in favour of the lender.
• One property owned by the subsidiary Quadratix Ltd. is burdened with mortgage in favour of Bank of Cyprus
Public Company limited for an amount of €16,500. In addition, the entire share capital of Quadratix Ltd. is
collateral in favour of Bank of Cyprus Public Company Limited, for all amounts due under the loan agreement,
all rights of Quadratix Ltd. arising from the lease agreement with Sklavenitis Cyprus Limited have been assigned
in favour of the lender and the assets of the subsidiary are burdened with floating charge in favour of Bank of
Cyprus Public Company Limited. It is noted that the Company has given a corporate guarantee up to the amount
of €5,000 for liabilities of Quadratix Ltd. under the abovementioned loan agreement. The balance of the loan
as at December 31, 2023, amounted to €11,088 and the fair value of the properties amounted to €29,725.
• Two properties owned by the subsidiary Egnatia Properties S.A. are burdened with mortgage in favour of Bank
of Cyprus Public Company Limited for an amount of €6,405. The balance of the loan as at December 31, 2023
amounted to €5,708 and the fair value of the properties amounted to €7,445. In addition, all rights of Egnatia
Properties arising from the lease agreements for the abovementioned properties have been assigned in favour
of the lender.
• The property owned by the subsidiary I&B Real Estate EAD is burdened with mortgage in favour of Eurobank
Bulgaria AD for an amount of €25,110. The balance of the loan as at December 31, 2023 amounted to €25,110
and the fair value of the properties amounted to €91,500. Moreover, the entire share capital of I&B Real Estate
EAD is collateral in favour of Eurobank Bulgaria AD for all amounts due under the loan agreement. Finally, all
rights of I&B Real Estate arising from the lease agreements have been assigned in favour of the lender.
• On 2 properties owned by the company BTR HELLAS S.M.IKE, a prenotation of mortgage was established in
favour of Alpha Bank S.A. for an amount of €2,370. The balance of the loan as at December 31, 2023 amounted
to €1,265 and the fair value of the properties amounted to €6,390.
• On the property owned by the company WISE LOUISA S.M.S.A, a prenotation of mortgage was established in
favour of Optima bank S.A. for an amount of €1,800. The balance of the loan as at December 31, 2023 amounted
to €1,000 and the fair value of the properties amounted to €8,087.
• On the property owned by the Company a prenotation of mortgage was established in favour of Alpha Bank
S.A., for an amount of €30,000. In addition, all rights of Company arising from the lease agreements for the
abovementioned property have been assigned in favour of the lender. The balance of the loan as at December
31, 2023, amounted to €24,875 and the fair value of the property amounted to €40,628.
• Twenty-three properties owned by Picasso Fund are burdened with mortgage in favour of Bank of America
Europe DAC (Milan branch), Alpha Bank (Greece) and Deutsche Bank, for an amount of €175,000. The balance
of the loan as at December 31, 2023, amounted to €164,046 and the fair value of the properties amounted to
€293,170.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
144
• On the property owned by the Company, a prenotation of mortgage was established in favour of National Bank
of Greece S.A., for an amount of €18,000. In addition, all rights of Company arising from the lease agreements
for the abovementioned property have been assigned in favour of the lender. The balance of the loan December
31, 2023, amounted to €12,164 and the fair value of the property amounted to €48,834.
Under the terms of the Group’s loan agreements, the Group is required to comply, among other, with certain
financial covenants. As at December 31, 2023 and December 31, 2022 the Group was in compliance with this
obligation. It is noted that within 2023 the Company sent waiver request, with regards to the financial covenant
“Debt Service Cover Ratio” for one bond loan of the Company, according to the provisions of the loan agreement,
which was accepted by the relevant financial institution. During 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.
The outstanding capital of the Group's borrowings for the year ended December 31, 2023, and December 31, 2022,
amounted to €1,331,551 and €1,360,535 respectively. Information about secured and unsecured borrowings of the
Group for the year ended December 31, 2023, and December 31, 2022 is presented below:
31.12.2023
Secured loans
Unsecured loans
Total
borrowings
Borrowings (long-terms and short-terms)
1,029,932
297,847
1,327,779
Plus: Unamortized balance of capitalized loan expenses
5,146
5,316
10,462
Plus: Unamortized balance of capitalized profits from loan
agreements modifications
2,429
-
2,429
Minus: accrued interest on loans
(5,956)
(3,163)
(9,119)
Outstanding balance of borrowings
1,031,551
300,000
1,331,551
31.12.2022
Secured loans
Unsecured loans
Total
borrowings
Borrowings (long-terms and short-terms)
1,053,337
296,663
1,350,000
Plus: Unamortized balance of capitalized loan expenses
7,944
6,482
14,426
Plus: Unamortized balance of capitalized profits from loan
agreements modifications
3,606
-
3,606
Minus: accrued interest on loans
(4,352)
(3,145)
(7,497)
Outstanding balance of borrowings
1,060,535
300,000
1,360,535
The movement in liabilities from financing activities for the year 2023 is as follows:
Group
Borrowings
Dividends
distributed
Liabilities from financing activities 01.01.2023:
1,350,000
719
Cash outflows
(220,360)
(66,271)
Cash inflows
182,462
65,987
Other non-cash items
15,677
-
Liabilities from financing activities 31.12.2023:
1,327,779
435
Company
Borrowings
Dividends
distributed
Liabilities from financing activities 01.01.2023:
1,097,079
14
Cash outflows
(199,801)
(65,150)
Cash inflows
154,495
65,151
Other non-cash items
66,775
-
Liabilities from financing activities 31.12.2023:
1,118,548
15
The movement in liabilities from financing activities for the year 2022 is as follows:
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
145
Group
Borrowings
Dividends
distributed
Liabilities from financing activities 01.01.2022:
1,253,130
452
Cash outflows
(244,252)
(72,155)
Cash inflows
303,260
72,422
Other non-cash items
37,862
-
Liabilities from financing activities 31.12.2022:
1,350,000
719
Company
Borrowings
Dividends
distributed
Liabilities from financing activities 01.01.2022:
1,031,205
16
Cash outflows
(88,649)
(71,285)
Cash inflows
108,760
71,283
Other non-cash items
45,763
-
Liabilities from financing activities 31.12.2022:
1,097,079
14
Other non-cash items of the Company as at December 31, 2023 include an amount of €57,024 relating to the loans
of the companies Panterra S.A., Thetis Ktimatiki S.A. and IQ Hub S.A which have been merged through absorption
from the Company.
NOTE 21: Retirement Benefit Obligations
The retirement benefit obligations were determined through an actuarial study under IAS 19.
Net liability in the Statement of Financial Position
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Present value of liabilities
135
162
135
162
Total
135
162
135
162
Movement in net liability
Group
Company
2023
2022
2023
2022
Net liability at the beginning January 1,
162
149
162
149
Total cost recognized in the Income Statement
14
13
14
13
Total revenue recognized in the Income Statement
(14)
-
(14)
-
Total revenue recognized in the statement of total
comprehensive income
(27)
-
(27)
-
Net liability at December 31,
135
162
135
162
Pension costs – defined benefit plans
Group
Company
2023
2022
2023
2022
Service cost
10
12
10
12
Net interest expense on the net defined benefit liability
4
1
4
1
Total amount recognised in Income Statement
14
13
14
13
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
146
Re-measurements on the net liability
Group
Company
2023
2022
2023
2022
Liability (gain) / loss due to change in assumptions
(18)
-
(18)
-
Liability experience (gain) / loss arising during the year
(9)
-
(9)
-
Total amount recognised in OCI
(27)
-
(27)
-
Movement of defined benefit obligation
Group
Company
2023
2022
2023
2022
Balance January 1,
162
149
162
149
Service fee
10
12
10
12
Financial cost
4
1
4
1
Total revenue recognized in the statement of total
comprehensive income
(14)
-
(14)
-
Adjustments (profits) / losse:
Losses/(profits) from changes in financial assumptions
(18)
-
(18)
-
Losses/(profits) from changes in empirical assumptions
(9)
-
(9)
-
Balance December 31,
135
162
135
162
Weighted average assumptions at the end of the reporting period
Group
Company
2023
2022
2023
2022
Discount rate
2.98%
3.53%
2.98%
3.53%
Price inflation
2.10%
2.20%
2.10%
2.20%
Rate of compensation change
2.10%
2.20%
2.10%
2.20%
The following table presents the sensitivity analysis for the material actuarial assumptions, i.e., discount rate and
rate of compensation increase, showing how the defined benefit obligation would have been affected by changes in
the relevant actuarial assumption that were reasonably possible at the date of the statement of financial position.
Sensitivity analysis on actuarial assumptions – Group and Company
31.12.2023
Actuarial assumption
Change in assumptions
Increase / (decrease) in defined
benefit obligation
Discount rate
Increase by 50 basis points
(4)%
Decrease by 50 basis points
5%
Rate of compensation change
Increase by 50 basis points
4%
Decrease by 50 basis points
(3)%
Inflation rate
Increase by 50 basis points
1%
Decrease by 50 basis points
(1)%
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
147
NOTE 22: Trade and Other Payables
The breakdown of trade and other payables is as follows:
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Trade payables
16,295
26,290
8,291
8,289
Payables to related parties (Note 35)
825
157
-
-
Taxes – Levies
12,673
9,059
4,968
3,922
Deferred revenues
4,249
4,273
2,562
2,312
Advances to customers
2,780
-
2,080
-
Lease liabilities
120
118
110
100
Other payables and accrued expenses
6,949
20,251
4,749
15,024
Other payables and accrued expenses due to
related parties (Note 35)
5,303
9,177
5,082
7,877
Total
49,194
69,325
27,842
37,524
Trade and other payables are short term and do not bare interest.
As at December 31, 2022 other payables and accrued expenses of the Group and the Company include an amount of
€9,989 in relation to the remaining consideration for the acquisition of the additional 65% of the shares of IQ, which
was paid within 2023, as well as an amount of €3,320 in relation to the acquisition and the share capital increase of
V TOURISM S.A., which was paid within 2023.
The reduction in the Group's payables to suppliers as at December 31, 2023 in comparison to December 31, 2022
mainly derives from IQ Hub and relates to the repayment of payables to suppliers for the development of the
company’s property.
The Group’s deferred revenues relate to deferred income for the period following to December 31, 2023, according
to the relevant lease agreements.
Advances to customers of €2,780 for the Group and €2,080 for the Company, as at December 31, 2023 relate to
advances received by the Group and the Company within 2023 in the context of the disposal of investment properties
and inventory properties.
The analysis of Taxes – Levies is as follows:
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Stamp duty on leases
2,454
2,301
2,454
2,301
Unified Property Tax (ENFIA)
30
13
-
-
Foreign real estate tax
4,484
4,023
-
-
Other
5,705
2,722
2,514
1,621
Total
12,673
9,059
4,968
3,922
NOTE 23: Deferred tax liabilities
Group
Deferred tax liabilities
31.12.2023
31.12.2022
Investment property
8,291
10,890
Total
8,291
10,890
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
148
Group
Deferred tax (income) / expense
31.12.2023
31.12.2022
Tax Losses
-
32
Investment property
(2,599)
(3,209)
Total
(2,599)
(3,177)
Movement of deferred tax liabilities:
Investment Property
Balance January 1, 2022
14,099
Charged to the Income Statement
(3,209)
Balance December 31, 2022
10,890
Charged to the Income Statement
(2,599)
Balance December 31, 2023
8,291
The tax liability of the Company (and its subsidiaries in Greece) is calculated on the basis of its investments and cash
and cash equivalents rather than on its profits, therefore no temporary differences arise and accordingly no deferred
tax liabilities and / or assets are recognised. The same applies to the Company’s indirect subsidiaries Picasso Fund, in
Italy, which is not subject to income tax.
The Company's foreign subsidiaries, Nash S.r.L., Egnatia Properties S.A., CYREIT AIF Variable Investment Company
Plc, Quadratix Ltd., Lasmane Properties Ltd., Panphila Investments Ltd, PNG Properties EAD, I&B Real Estate EAD and
Aphrodite Springs Public Limited are taxed based on their income (Note 32), therefore temporary differences may
arise and accordingly deferred tax liabilities and / or assets may be recognized.
The Group has offset the deferred tax assets and deferred tax liabilities on an entity-by-entity basis based on the
legally enforceable right to set off the recognized amounts i.e. offset current income tax assets against current tax
liabilities and when the deferred income taxes relate to the same tax authority.
NOTE 24: Dividends per Share
On December 5, 2023, the Company’s Board of Directors, decided 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 2023.
On June 13, 2023, the Annual General Meeting of the Company’s Shareholders, approved the distribution of a total
amount of €65,151 (i.e. 0.255 per share – amount in €) as dividend to its shareholders for the year 2022. Due to the
distribution of interim dividend of a total amount of €28,104 (i.e. €0.11 per share – amount in €), following the
relevant decision of the Board of Directors dated December 1, 2022, the remaining dividend to be distributed
amounts to €37,047 (i.e. €0.145 per share – amount in €).
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 €), 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 €).
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
149
NOTE 25: Revenue
Group
Company
From 01.01 to
From 01.01 to
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Rental income
163,302
149,625
118,697
104,202
Revenue from sale of residential properties
(Note 13)
3,707
816
-
-
Revenue from sale of office building
-
36,363
-
-
Compensation due to early termination of leases
1,847
119
1,839
117
Total
168,856
186,923
120,536
104,319
Rental income of the Group and the Company is not subject to seasonality.
As at December 31, 2022 the revenue from sale of office building relates to the sale of the office building owned by
the company Panterra S.A., on November 15, 2022.
The future total minimum (non-cancellable) lease receivables from operating leases are as follows:
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Up to 1 year
119,865
138,016
96,031
106,512
From 1 to 5 years
408,075
447,956
363,171
376,246
More than 5 years
537,691
286,585
506,313
252,886
Total
1,065,631
872,557
965,515
735,644
NOTE 26: Property Taxes-Levies
As at December 31, 2023, property taxes - levies amounted to €13,081 and €8,822 for the Group and the Company,
respectively (December 31, 2022: €11,541 and €7,461, respectively) and includes ENFIA of €8,815 and €8,291 for the
Group and the Company respectively (December 31, 2022: €7,852 and €7,245 respectively). The increase of ENFIA is
due to the properties acquired during 2022 given that this tax is calculated for the properties own by the legal entity
at the January 1
st
of each year.
NOTE 27: Direct Property Related Expenses
Direct property related expenses include the following:
Group
Company
From 01.01 to
From 01.01 to
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Valuation expenses
1,082
1,117
1,002
1,049
Fees and expenses of lawyers, notaries, land
registrars, technical and other advisors
3,077
2,140
1,232
689
Advisory services in relation to real estate portfolio
3,859
3,821
474
1,818
Insurance expenses
1,397
1,222
627
556
Office utilities and other service charges
4,681
6,180
725
411
Repair and maintenance expenses
2,220
910
726
205
Brokerage expenses
287
698
73
234
Other expenses
411
490
29
38
Total
17,014
16,578
4,888
5,000
The direct property related expenses incurred on leased and non-leased properties were as follows:
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
150
Group
Company
From 01.01. to
From 01.01. to
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Leased properties
12,760
12,569
3,257
3,375
Vacant properties
4,254
4,009
1,631
1,625
Total
17,014
16,578
4,888
5,000
NOTE 28: Personnel Expenses
Group
Company
From 01.01. to
From 01.01. to
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Salaries
5,989
4,807
5,792
4,620
Social security costs
670
664
666
660
Profit distribution to personnel - BoD
2,456
2,849
2,456
2,849
Other expenses
288
226
288
226
Total
9,403
8,546
9,202
8,355
On June 13, 2023, the Annual General Meeting of the Company's shareholders approved the distribution of a total
amount of €4,483 to the personnel and members of the BoD out of the profits of the year 2022, out of which an
amount of €2,456 is included in the item “Personnel expenses” in the Income Statement for the year ended
December 31, 2023 and an amount of €2,027 is included in the item “Personnel expenses” in the Income Statement
for the year ended December 31, 2022.
On June 7, 2022, the Annual General Meeting of the Company's shareholders approved the distribution of a total
amount of €4,227 to the personnel and members of the BoD out of the profits of the year 2021, out of which an
amount of €2,254 is included in the item “Personnel expenses” in the Income Statement for the year ended
December 31, 2022 and an amount of €1,973 is included in the item “Personnel expenses” in the Income Statement
for the year ended December 31, 2021.
NOTE 29: Other Income
Group
Company
From 01.01. to
From 01.01. to
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Income from dividends
-
-
12,000
12,761
Other
5,010
5,505
1,257
2,290
Total
5,010
5,505
13,257
15,051
During the year ended December 31, 2023 and December 31, 2022, the Company recognized income from dividends,
from the following subsidiaries. Amount €3,087 was not received until December 31, 2023 and is included in Other
receivables from related parties (Note 12 and 35), while on December 31, 2022 the entire amount had been received.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
151
31.12.2023
31.12.2022
Ι & Β Real Estate EAD, Company’s subsidiary
3,000
2,901
Irinna Ktimatiki S.A., Company’s subsidiary
1
-
819
ILDIM S.M.S.A, Company’s subsidiary
1
-
159
Panterra S.A, Company’s subsidiary
2
2,236
-
Milora S.A, Company’s subsidiary
100
-
Quadratix Ltd, Company’s subsidiary
400
350
CYREIT, Company’s subsidiary
6,264
8,532
Total
12,000
12,761
NOTE 30: Other Expenses
Group
Company
From 01.01. to
From 01.01. to
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Third party fees
5,686
5,670
2,623
2,289
Expenses relating to advertising, publication, etc.
1,209
926
1,209
925
Taxies – levies
1,977
1,425
1,433
1,087
Other
1,066
1,223
966
1,138
Total
9,938
9,244
6,231
5,439
NOTE 31: Finance costs
Group
Company
From 01.01. to
From 01.01. to
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Interest Expense
66,362
37,561
52,365
30,080
Finance and Bank Charges
8,423
6,388
3,945
4,330
Foreign Exchange Differences
(104)
(16)
-
1
Other Finance (income) / costs
1,179
(650)
1,176
(650)
Total
75,860
43,283
57,486
33,761
On June 30, 2023, the Company proceeded with the amendments of the bond loan agreement dated July 29, 2021
with Alpha Bank in relation to the reduction of the margin. From the modification of the terms of the loan agreement
a net gain of €434 was recognized.
The increase in finance cost mainly derives from the new loan agreements signed by the Group during the second
semester of 2022, the loans of the companies acquired by the Group within the second semester of 2022, and during
the current year, as well as the rise in Euribor.
1
Income generated before the absorption of the company by the parent company Prodea Investments, which was
approved by the GEMI on 28.12.2022.
2
Income generated before the absorption of the company by the parent company Prodea Investment, which was approved
by the GEMI on 21.12.2023.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
152
NOTE 32: Taxes
Group
Company
From 01.01. to
From 01.01. to
31.12.2023
31.12.2022
31.12.2023
31.12.2022
REICs’ tax
11,982
3,593
11,473
3,391
Other taxes
778
445
-
-
Deferred tax (income) / expense (Note 23)
(2,599)
(3,177)
-
-
Total
10,161
861
11,473
3,391
As a Real Estate Investment Company (“REIC”), in accordance with article 31, par. 3 of L.2778/1999 as in force, the
Company is exempted from corporate income tax and is subject to an annual tax based on its investments and cash
and cash equivalents. More specifically, the tax is determined by reference to the six-month average fair value of its
investments and cash and cash equivalents at current prices at the tax rate of 10% of the aggregate European Central
Bank (“ECB”) reference rate plus 1% (10.0% * (ECB Reference Interest Rate + 1.0%)). It is noted that the subsidiaries
of the Company in Greece, Karolou Touristiki S.A., MILORA S.M.S.A., THRIASEUS S.A., BTR HELLAS S.M.IKE, BTR
HELLAS II S.M.IKE, WISE ATHANASSIA S.M.IKE, WISE LOUISA M.S.A, THERMOPYLWN 77 M.ΙΚΕ, and Sygchrono
Katoikein S.A have the same tax treatment. In the current tax liabilities are included the short-term obligations to tax
authorities in relation to the abovementioned tax.
The Company's foreign subsidiaries, Nash S.r.L. in Italy, Egnatia Properties S.A. in Romania, Quadratix Ltd., Lasmane
Properties Ltd., Panphila Investments Ltd, Aphrodite Springs Public Limited and, CYREIT AIF Variable Investment
Company Plc in Cyprus, PNG Properties EAD and I&B Real Estate EAD in Bulgaria are taxed on their income, based on
a tax rate equal to 27.9% in Italy, 16.0% in Romania, 12.5% in Cyprus and 10.0% in Bulgaria, respectively. The
Company’s subsidiary CI Global, in Luxembourg, and the indirect subsidiary Picasso Fund, in Italy, are not subject to
income tax. In addition, the Company’s indirect subsidiary Euclide S.r.l, in Italy is taxed on its income based on a rate
equal to 27.9%, No significant foreign income tax expense was incurred during the year ended December 31, 2023
and December 31, 2022.
The unaudited tax years of the subsidiaries and the investments in joint ventures of the Group are described in Notes
9 and 10 respectively.
NOTE 33: Earnings per Share
Basic Earnings per share ratio is calculated by dividing the profit for the year attributable to equity holders of the
Company by the weighted average number of ordinary shares in issue during the year.
Group
Year ended December 31
2023
2022
Profit attributable to equity shareholders
87,082
128,646
Weighted average number of ordinary shares in
issue (thousands)
255,495
255,495
Earnings per share (expressed in
€ per share) – basic and diluted
0.34
0.50
The dilutive Earnings per share are the same as the basic Earnings per share for the year ended December 31, 2023,
and 2022, as there were no dilutive potential ordinary shares.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
153
NOTE 34: Contingent Liabilities and Commitments
Tax Liabilities
Group companies have not been audited yet for tax purposes for certain financial years and consequently their tax
obligations for those years may not be considered final. Additional taxes and penalties may be imposed as a result of
such tax audits however, the amount cannot be determined. As at December 31, 2023 and December 31, 2022 the
Group has not accounted for provisions for unaudited tax years. It is estimated that additional taxes and penalties
that may be imposed will not have a material effect on the financial position of the Group and the Company.
The years 2018 – 2022 of the Company have been audited by the elected, under L. 4548/2018, statutory auditor, in
accordance with article 82 of L. 2238/1994 and article 65A of L. 4174/2013 and the relevant tax audit certificates
were issued with no qualifications.
The years 2018 – 2021 of the companies Irinna Ktimatiki S.A. and Anaptixi Fragkokklisia Akiniton S.A and ILIDA OFFICE
S.A., which were absorbed by the Company on December 28, 2022, have been tax audited by the statutory auditor,
elected under L. 4548/2018, in accordance with article 82 of L. 2238/1994 and article 65A of L. 4174/2013 and the
relevant tax audit certificates were issued with no qualifications. The year 2018 of the company ILDIM S.A, which was
absorbed by the Company, has not been audited by the Greek tax authority and therefore the tax obligations for this
year have not been finalized. However, it is estimated by the company's Management that the outcome of a future
audit by the tax authorities, if finally conducted, will not have a material effect on the company's financial position.
The years 2019 – 2021 have been audited by the elected, under L. 4548/2018, statutory auditor, in accordance with
article 82 of L. 2238/1994 and article 65A of L. 4174/2013 and the relevant tax audit certificates were issued with no
qualifications.
The years 2018 – 2021 of the company New Metal S.A, which was absorbed by the Company, have not been audited
by the Greek tax authority and therefore the tax obligations for these fiscal years have not been finalized. However,
it is estimated by the company's Management that the outcome of a future audit by the tax authorities, if finally
conducted, will not have a material effect on the company's financial position.
The years 2019 – 2022 of the company Panterra S.A and IQ HUB S.M.S.A, which were absorbed by the Company on
December 21, 2023, have been tax audited by the statutory auditor, elected under L. 4548/2018, in accordance with
article 82 of L. 2238/1994 and article 65A of L. 4174/2013 and the relevant tax audit certificates were issued with no
qualifications.
The right of the tax authorities to send tax audit requests and acts of determination of tax, fees, contributions and
fines for the purpose of tax imposition until the year 2017 has expired on December 31, 2023.
For the fiscal years 2018 and beyond, it is noted that according to POL. 1006/05.01.2016, the companies for which a
tax certificate with no qualifications is issued, are not exempted from tax audit for offenses of tax legislation by the
tax authorities. Therefore, the tax authorities may come back and conduct their own tax audit. However,
Management estimates that the results of future tax audits may be conducted by the tax authorities and will not
have a material effect on the financial position of the Group and the Company.
The company Irinna Ktimatiki S.A, which was absorbed by the Company on December 28, 2022, received the
19.09.2022 tax audit order for the year 2018. The audit by the relevant tax authorities has not been completed until
the date of approval of the Financial Statements but no significant tax liabilities are expected to arise.
Until the date of approval of the Financial Statements, the tax audit for the year 2023 has not been completed by the
statutory auditor of the Company and it is not expected to arise significant tax liabilities other than those already
recorded and presented in the Financial Statements.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
154
Capital Commitments
As at December 31, 2023, Group’s capital expenditure relating to improvements on investment property amounted
to €10,829 (excluding VAT) and capital expenditures for the development of residential properties (inventories)
amounted to €3,773 (excluding VAT). In addition, as at December 31, 2023 the Group has capital commitments for
improvements in third parties’ properties amounted to €1,931 (excluding VAT). Finally, the Group’s capital
expenditure relating to the development of land plot of Aphrodite Springs Public Limited amounted to €4,330
(excluding VAT) as at December 31, 2023.
Legal Cases
There are no pending lawsuits against the Group nor other contingent liabilities resulting from commitments on
December 31, 2023, which would materially affect the Group’s financial position.
Guarantees
In the context of the loan agreement signed by the subsidiary Quadratix Ltd. with the Bank of Cyprus Ltd. on January
31, 2018, the Company has given a corporate guarantee up to the amount of €5,000 for liabilities of Quadratix Ltd.
under the abovementioned loan agreement.
The Company has given corporate guarantee up to the amount of €1,960 for liabilities of the company V TOURISM
S.A., under its bridge loan. The company is presented as investment in joint ventures.
Moreover, The Company has given corporate guarantee up to the amount of €2,400 for liabilities of the company
PIRAEUS TOWER S.A., under its bridge loan. The company is presented as investment in joint ventures.
Finally, the Company has guaranteed in favor of the company PIRAEUS TOWER S.A., for the issuance of a letter of
guarantee of good execution of terms, of the concession arrangement up to the amount of €813.
Other Commitments
The Company has committed to pay to the joint venture Five Lakes an additional amount of €11,513, in proportion
to its share in the company. Subsequent to December 31, 2023, the above amount was paid.
NOTE 35: Related Party Transactions
The Company's shareholding structure as at December 31, 2023 is presented below:
% participation
• Invel Real Estate (Netherlands) II B.V.
78.13%
• Invel Real Estate BV
6.78%
• Anthos Properties S.A. (a subsidiary of Invel Real Estate
(Netherlands) II B.V.)
2.10%
• Other shareholders
12.99%
It should be noted that the above percentages arise in accordance with the disclosures received by the above persons
under existing legislation.
In accordance with the disclosures TR1 of Law 3556/2007 on 06/10/2023, on 05/10/2023, the company INVEL RE
HOLDINGS (CYPRUS) LIMITED acquired all (100%) of the voting shares of INVEL REAL ESTATE PARTNERS GREECE SAS
from CL IV LUX SARL and CL V LUX SARL, which are controlled by CASTLELAKE OPPORTUNITIES PARTNERS, LLC. As a
result of the acquisitions, the company INVEL RE HOLDINGS (CYPRUS) LIMITED indirectly acquired control over
87.01% of the shares and voting rights in the Company held by the companies controlled by INVEL REAL ESTATE
PARTNERS GREECE SAS.
The shares and voting rights of the Company mentioned above are controlled as follows:
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
155
Mr. Christoforos Papachristoforou controls, by virtue of case (dd) of no. 3 par. 1(c) of Law 3556/2007, the company
INVEL RE HOLDINGS (CYPRUS) LIMITED, which acquired control of the company INVEL REAL ESTATE PARTNERS
GREECE SAS.
The company INVEL REAL ESTATE PARTNERS GREECE SAS owns all (100%) of the shares with voting rights of the
company INVEL REAL ESTATE B.V., which is a direct shareholder of the Company by a percentage of 6.78%.
Furthermore, the company INVEL REAL ESTATE PARTNERS GREECE SAS is the majority shareholder of the company
INVEL REAL ESTATE (NETHERLANDS) COOPERATIEF II UA, which holds the majority of the voting rights of the company
INVEL REAL ESTATE (NETHERLANDS) II PARENT B.V., which is a 100% shareholder of INVEL REAL ESTATE
(NETHERLANDS) II B.V. which is a direct shareholder of the Company by a percentage of 78.12%. Furthermore, the
company INVEL REAL ESTATE (NETHERLANDS) II B.V. is a 100% shareholder of the company ANTHOS PROPERTIES
SINGLE MEMBER S.A., a direct shareholder of the Company by a percentage of 2.1%.
As of 05/10/2023 as a result of the above disposition CASTLELAKE OPPORTUNITIES PARTNERS, LLC and the companies
controlled by it do not hold direct or indirect voting rights in the Company. Castlelake Opportunities Partners LLC is
not controlled by any natural or legal person.
On the date of the issuance of the Financial Statements, the Company's shareholding structure is presented below:
% participation
• Invel Real Estate (Netherlands) II B.V.
78.13%
• Invel Real Estate BV
1.25%
• Anthos Properties S.A. (a subsidiary of Invel Real Estate
(Netherlands) II B.V.)
2.10%
• Ascetico Limited
5.29%
• Other shareholders
13.23%
All transactions with related parties have been carried out on the basis of the “arm’s length” principle, i.e., under
normal market conditions for similar transactions with third parties. The transactions with related parties are
presented below:
i. Balances arising from transactions with related parties
Group
Company
Other long term receivables from related
parties
31.12.2023
31.12.2022
31.12.2023
31.12.2022
PNG Properties EAD, Company’s subsidiary
1
-
-
8,778
9,738
Picasso Fund, Company’s subsidiary
-
-
-
2,021
Companies related to other shareholders
434
-
-
-
MHV, (joint venture)
23,465
-
-
-
Total
23,899
-
8,778
11,759
Group
Company
Trade receivables from related parties
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Anthos Properties S.A.
4
2
4
2
V TOURISM (joint venture)
1
-
1
-
Companies related to other shareholders
5
10
5
1
Total
10
12
10
3
1
It is noted that as at December 31, 2023 an impairment provision of the receivable of €3,380 has been
recorded while as at December 31, 2022 a provision of €2,024 has been recorded.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
156
Group
Company
Other receivables from related parties
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Picasso Fund, Company’s subsidiary
-
-
2,096
-
CI Global, Company’s subsidiary
-
-
811
811
Panterra S.A., Company’s subsidiary
-
-
-
10,000
CYREIT, Company’s subsidiary
-
-
3,087
-
Companies related to other shareholders
4
28
-
-
Total
4
28
5,994
10,811
Group
Company
Trade payables to related parties
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Companies related to other shareholders
825
157
-
-
Total
825
157
-
-
Group
Company
Other payables to related parties
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Companies related to other shareholders
474
266
312
266
Shareholders/Bondholders of the Company
546
515
546
515
V Tourism (joint venture)
-
3,132
-
3,132
MHV (joint venture)
29
90
-
-
Total
1,049
4,003
858
3,913
ii. Rental income
Group
Company
From 01.01. to
From 01.01. to
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Company’s subsidiaries in Greece
-
-
2
4
Anthos Properties S.A.
4
4
4
4
Companies related to other shareholders
8
7
8
7
Total
12
11
14
15
iii. Direct property related expenses
Group
Company
From 01.01. to
From 01.01. to
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Companies related to other shareholders
3,829
3,549
444
1,546
Total
3,829
3,549
444
1,546
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
157
iv. Other income
Group
Company
From 01.01. to
From 01.01. to
31.12.2023
31.12.2022
31.12.2023
31.12.2022
I & B Real Estate EAD, Company’s subsidiary
-
-
3,000
2,901
Irinna Ktimatiki S.A., Company’s subsidiary
1
-
-
-
819
Panterra, Company’s subsidiary
2
-
-
2,236
-
Milora, Company’s subsidiary
-
-
100
-
Quadratix Ltd, Company’s subsidiary
-
-
400
350
ILDIM S.M.S.A, Company’s subsidiary
1
-
-
-
159
CYREIT, Company’s subsidiary
-
-
6,264
8,532
Total
-
-
12,000
12,761
v. Other expenses
Group
Company
From 01.01. to
From 01.01. to
31.12.2023
31.12.2022
31.12.2023
31.12.2022
MHV, (joint venture)
50
50
-
-
Companies related to other shareholders
139
-
104
-
Total
189
50
104
-
vi. Interest income
Group
Company
From 01.01. to
From 01.01. to
31.12.2023
31.12.2022
31.12.2023
31.12.2022
PNG Properties EAD, Company’s subsidiary
-
-
395
395
Picasso Fund, Company’s subsidiary
-
-
75
129
Total
-
-
470
524
vii. Finance costs
Group
Company
From 01.01. to
From 01.01. to
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Shareholders/ Bondholders of the Company
13
10
13
10
Total
13
10
13
10
viii. Due to key management
Group
Company
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Payables to the members of the BoD and the
Investment committee
1,331
1,310
1,331
1,310
Other liabilities to members of the BoD, its
committees and Senior Management
3,467
3,190
3,437
3,164
Total
4,798
4,500
4,768
4,474
1
Income generated before the absorption of the company by the parent company Prodea Investments, which was
approved by the GEMI on 28.12.2022.
2
Income generated before the absorption of the company by the parent company Prodea Investments, which was
approved by the GEMI on 21.12.2023.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
158
ix. Key management compensation
Group
Company
From 01.01. to
From 01.01. to
31.12.2023
31.12.2022
31.12.2023
31.12.2022
BoD, its committees and Senior Management
compensation
4,161
3,976
3,960
3,784
Total
4,161
3,976
3,960
3,784
x. Commitment and contingent liabilities
In the context of the loan agreement signed by the subsidiary Quadratix Ltd. with the Bank of Cyprus Ltd. on January
31, 2018, the Company has given a corporate guarantee up to the amount of €5,000 for liabilities of Quadratix Ltd.
under the abovementioned loan agreement.
The Company has given corporate guarantee up to the amount of €1,960 for liabilities of the company V TOURISM
S.A., under its bridge loan. The company is presented as investment in joint ventures.
The Company has given corporate guarantee up to the amount of €2,400 for liabilities of the company PIRAEUS
TOWER S.A. under the bridge loan. The company is investment in joint ventures.
The Company has guaranteed in favor of the company PIRAEUS TOWER S.A for the issuance of a letter of guarantee
of good execution of terms of the concession arrangement up to the amount of €813.
Finally, The Company has committed to pay to the joint venture Five Lakes an additional amount of €11,513, in
proportion to its share in the company. Subsequent to December 31, 2023, the above amount was paid.
xi. Sale-Purchase agreement
On December 28, 2021, Panphila entered into a purchase agreement with The Cyprus Tourism Development
Company Ltd, a 100% subsidiary of MHV, and four individuals to acquire a 17-storey office tower under development
with two underground car parks (2) levels, with a total gross area of 26.4 thousand sq.m. After the completion of the
office tower and its delivery to Panphila , the relevant title deed will be issued in its name. The consideration will be
determined based on the provisions of the purchase agreement and will be paid in instalments if specific conditions
are met. Regarding this transaction, an advance payment of €23,465 has been provided, and it is included in "Other
long-term assets of the Group" in the Statement of Financial Position for the year ended December 31, 2023 (Note
11 and 35i).
NOTE 36: Independent Auditor’s fees
Ernst & Young (Hellas) S.A. has served as our principal independent public accountant auditor for the year ended
December 31, 2023, and December 31, 2022.
The following table presents the aggregate fees for professional audit services and other services rendered to the
Group by the Ernst & Young (Hellas) S.A. for the years 2023 and 2022 respectively.
Group
Company
From 01.01. to
From 01.01. to
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Fees for auditing services
505
455
256
218
Audit fees for the Annual Tax Certificate
89
68
40
16
Other non-audit services
228
179
195
62
Total
822
702
491
296
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
159
NOTE 37: Events after the Date of the Financial Statements
On December 8, 2023, the Company entered into an agreement with Ascetico Ltd (member of Yoda PLC Group) for
the acquisition of the latter’s share in Mediterranean Hospitality Venture PLC (MHV) group, in which the Company
currently holds 25%, subject to receiving approval from the Cyprus Competition Commission.
On January 24, 2024, the Company concluded the acquisition of additional 55% stake in MHV for a nominal
consideration of €254,000.
MHV specializes in upscale hospitality and the development of premium residential projects. Leveraging strategic
collaborations with a network of prominent international entities in hospitality, food & beverage, and fashion, MHV
is dedicated to crafting high-end, quality destinations.
Within its distinguished hotel portfolio, MHV features Parklane, a Luxury Collection Resort & Spa, Limassol, Nammos
Limassol, LPM Restaurant & Bar, Park Tower Residences, and The Landmark Nicosia in Cyprus. Additionally, the
portfolio extends to Greece with Nikki Beach Resort and Porto Paros.
This acquisition significantly increases Company’s presence in the hospitality market, contributing to the significant
increase in the size of its portfolio in real estate sector.
Through the operational excellence of MHV and the resulting synergies across all hospitality assets of the Company
(current and prospective), the Company aspires to make MHV a leading hospitality company in Southern Europe.
On the date of the acquisition the provisional net book value of MHV amounted to €364.0 before the revaluation of
Property and Equipment and Inventory Property at fair value. The Company conducted a revaluation of Property and
Equipment and Inventory Property at fair value which resulted in an increase of €57.6 and to an additional deferred
tax liability of €9.3.
Purchase consideration
The total purchase consideration is analysed as below:
Cash paid
145,400
Deferred consideration
82,795
Contingent consideration
14,873
Total purchase consideration at fair value
243,068
An amount of €70,000, out of the cash paid, was given as an advance payment on December 8, 2023 and is included
in other long-term assets in the Statement of Financial Position as at December 31, 2023 (Note 11), while an amount
of €75,400 was paid on the same day.
The deferred consideration (nominal amount €90,000) will be paid in 3 installments within 24 months after the
transaction completion date, as defined in the purchase and sale agreement. It is presented in present value and has
been discounted at the Company's weighted average borrowing rate (2.14% plus 3-month Euribor).
The contingent consideration (nominal amount €18,600) relates to the possibility of building permits issuance on the
Porto Paros plots and has been weighted taking into account the probability of completion according to
management's estimates. It is presented in present value and has been discounted at the Company's weighted
average borrowing rate (2.14% plus 3-month Euribor).
Up to December 31, 2023, the expenses related to acquisition amounted to €415 and are included in "Direct property
related expenses" in the Income Statement.
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
160
The acquisition was accounted for as a business combination and the Company now holds a 80% stake in MHV. The
book value of the existing equity interest (25%) in the MHV amounted to €100,989 and will be remeasured at fair
value on January 24, 2024 with the finalization of the Purchase Price Allocation process.
The above figures are subject to the completion of the Purchase Price Allocation process which is in progress on the
date of the issuance of the Financial Statements. The result of the Purchase Price Allocation process will be reflected
at the Group’s interim financial statements as at June 30, 2024 and will be finalized within 12 months from the date
of the acquisition in accoedance with IFRS 3 "Business Combinations".
On January 24, 2024 the Company entered into an interest rate cap for an amount of €350,000, with one year tenure.
On January 30, 2024, the sale of the shares of the joint venture EP Chanion S.A. was completed, which had been
classified as held for sale in the Statement of Financial Position as at December 31, 2023 (Note 15). The total
consideration amounted to €6,782, taking into account the company's assets and liabilities, while the contribution
attributable to the Company, in proportion to its shares in EP Chanion S.A. amounted to €2,713.
On February 5, 2024, the Company completed the disposal of a property at Galinis, Potamou street and Ethn. of
Athens-Lamias Street, in Kifissia, Attica. The disposal consideration amounted to €3,000 and the book value of the
property at the date of the disposal amounted to €2,338. The property had been classified as assets held for sale in
Statement of Financial Position of the Group and the Company as at December 31, 2023 (Note 15).
On February 7, 2024, the Company completed the disposal of 18 properties, in the context of the Memorandum -
Private Agreement that had signed with NBG. The disposal consideration amounted to €39,210 while the book value
of the properties at the date of the disposal amounted to €39,339. Of the total consideration, an amount of €14,411
was used to repay existing loan obligations. The property had been classified as assets held for sale item in the
Statement of Financial Position as at December 31, 2023 (Note 15).
On February 19, 2024, the Company completed the disposal of a property at 181 Filis and Kolokotroni street, in
Kamatero, Attica. The disposal consideration amounted to €240 while the book value of the property at the date of
the disposal amounted to €233. The property had been classified as assets held for sale item in the Statement of
Financial Position as at December 31, 2023 (Note 15).
On February 19, 2024, the MHV company completed the disposal of its participation (50%) in the Aphrodite Hills
Resort company, for a consideration of €30,000, which amount was collected on the same day.
On February 29, 2024, the Company completed the acquisition of land plot in Marousi, Attica. The consideration for
the acquisition amounted to €9,000 out of which an amount of €1,500 has already been received as a prepayment,
in the context of an agreement signed during 2023. Their fair value, according to the valuation performed by the
independent statutory valuers, amounted to €10,256.
On March 6, 2024, the Company completed the disposal of a property at 3, Ag. Glikerias street, in Galatsi, Attica. The
disposal consideration amounted to €1,100 while the book value of the property at the date of the disposal amounted
to €907. The property had been classified as assets held for sale item in the Statement of Financial Position as at
December 31, 2023 (Note 15).
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
161
On March 7, 2024, the Company proceed with the acquisition of 100% of shares of DIGMA EPENDITIKI S.A.
(hereinafter "DIGMA"). Based on the Private Agreement-Resolution Agreement signed on 5.8.2022 between DIGMA,
its creditors, the sellers and the Company, the price of the shares amounted to €3 (amount in €). DIGMA owned a
vacant office property and a mixed-use property, mainly shops and offices, partially leased, in Athens. On March 7,
2024, the Extraordinary General Meeting of the sole shareholder of DIGMA decided to increase the company's share
capital by €20,000 by issuing 6,825,939 new shares with a nominal value of €2.93 each (amount in €) and the amount
was paid on March 8, 2024. Based on the Reorganization Agreement, on March 8, 2024, DIGMA pays off its creditors
and acquires, through the signing of a deed of early termination of a financial leasing contract and property transfer
agreement for a total consideration of €10,250, a partially leased office and retail property, which is operationally
combined with the mixed-use property already owned by the Company. The fair value of the DIGMA property
amounted to €21,426.
On March 8, 2024, the Company completed the acquisition of a property at 166 - 172 Pireos Street for a consideration
of €7,000 and a fair value, at the date of acquisition, amounted to €7,030.
On March 8, 2024, the Company completed the disposal of a property at 10 Navarinou Street and Leocharous Street
in Piraeus. The disposal consideration amounted to €3,300 while its book value amounted to €3,078.
On March 8, 2024, the Company completed the disposal of a property at 77, Leof. Andrea Papandreou street, in
Chalandri, Attica. The disposal consideration amounted to €525 while the book value of the property at the date of
the disposal amounted to €515. The property had been classified as assets held for sale item in the Statement of
Financial Position as at December 31, 2023 (Note 15).
On March 15, 2024, the Company completed the disposal of a property at 252-254, Leof. Kifisias street, in Chalandri,
Attica. The disposal consideration amounted to €4,207 while the book value of the property at the date of the
disposal amounted to €4,185. The property had been classified as assets held for sale item in the Statement of
Financial Position as at December 31, 2023 (Note 15).
On March 22, 2024, the Company proceeded with the signing of a bond loan agreement for an amount of up to
€250,000 with the National Bank of Greece S.A. The bond loan has a seven-years maturity with a 3-month Euribor
rate plus a margin of 1.90% per annum. The bond loan will be used for the repayment of other existing borrowings
and to serve the Company's general business needs. On March 28, 2024, an amount of €180,000 was disbursed, out
of which an amount of €160,241 was utilized on the same day for the repayment of existing borrowings.
On March 22, 2024, the disposal of a Picasso Fund property on Viale Giulio Richard 5/7 was concluded for a total
consideration of €10,400, while its book value amounted to €10,300. The property had been classified as assets held
for sale item in the Statement of Financial Position as at December 31, 2023 (Note 15).
On March 29, 2024, the Company completed the disposal of a property at 65 Andrea Papandreou Street in
Thessaloniki. The disposal consideration amounted to €285 while its book value amounted to €283. The property
had been classified as assets held for sale in the Statement of Financial Position as at December 31, 2023 (Note 15).
On April 4, 2024, the company THRIASEUS S.A. concluded the acquisition of land plots in Aspropirgos, Attica. The
land plots relate to the further expansion of the adjacent plots that have already been acquired by THRIASEUS for
the construction of a modern logistic center of approximately 100 thousand sq.m. The total consideration for the
acquisition amounted to €5,911 and the fair value, according to the valuation performed by the independent
statutory valuers, amounted to €7.063.
On April 4, 2024, the Company completed the disposal of a property at 5 Kalomenopoulou Street in Syros. The
disposal consideration amounted to €2,050 while its book value amounted to €1,609. The property had been
classified as assets held for sale in the Statement of Financial Position as at December 31, 2023 (Note 15).
Notes to the Financial Statements
Group and Company
All amounts expressed in € thousand, unless otherwise stated
162
On April 18, 2024, the subsidiary CYREIT based in Cyprus sold its stake in Vanemar Properties, owner of a storage and
distribution center property in Nicosia, for a total consideration of €2,000. The company was classified as held for
sale in the Statement of Financial Position as at December 31, 2023. The book value of the property at the date of
the disposal amounted to €2,025.
There are no other significant events subsequent to the date of Financial Statements relating to the Group or the
Company.
163
Final report on the use of proceeds from the issuance of Common Bond Loan through payment in cash for the
period from 20.07.2021 until 31.12.2023
In accordance with the provisions of paragraph 4.1.2 of the Athens Exchange Stock Market Regulation, the decision
no. 25/17.07.2008 of the Board of Directors of Athens Stock Exchange and decision no. 8/754/14.04.2016 of the
Board of Directors of Hellenic Capital Markets Commission, it is hereby announced that from the issuance of Common
Bond Loan (hereinafter «‘’Green’’ Common Bond Loan» or «Green Bond») of an amount of three hundred million
euros (€300,000,000) with the issuance of 300,000 bearer bonds with an offer price of one thousand euros (€1,000)
each, that was implemented according to the resolution of the Board of Directors of Prodea Real Estate Investment
Company Société Anonyme (hereinafter «Company») as of 02.07.2021 and the approval of the content of the
Prospectus from the Hellenic Capital Market Commission dated 09.07.2021, a total net amount of three hundred
million euros (€300,000,000) was raised. The cost of the issuance amounted to €8,173,098.93 and was covered in
total from the funds raised from the above issuance of the Company. The issuance of the Green Bond was covered
in full, the raise of the funds was performed on 20.07.2021 and the 300,000 bearer bonds commenced trading in the
fixed income securities category of the regulated market of the Athens Stock Exchange on 21.07.2021.
The Company has drafted and adopted the ("Green Bond Framework") dated 29.06.2021 for the issuance of its green
bonds, including the Green Bond, in accordance with the Green Bond Principles (GBP) (June 2018), of the
International Capital Market Association (ICMA). The full text of the Green Bond Framework is posted on the
Company's website at: https://prodea.gr/cms/uploads/2021/07/PRODEA-Green-Bond-Framework.pdf
The net income of Green Bond is kept in a separate account and is allocated among the eligible green projects and is
monitored within the framework of the Green Bond Register and under the supervision of the Green Bond
Committee of the Company.
The Company declares that the use of net income concerns the financing or the refinancing of eligible green projects
in accordance with the Prospectus for the Public Offering of Bonds, the Green Bond Framework of the Company and
the framework set by article 22 of Law 2778/ 1999, as applicable.
The table below presents the net raised funds as well as the use of the raised funds until 31.12.2023 per category of
use / investment:
Table for the Use of Proceeds from the Issuance
of the “Green” Common Bond of €300m.
Amounts in thousand euros
S/N
Purpose of Use
of Proceeds
Net
raised
funds
Amount of raised fund utilized
TOTAL
20.07.2021
–
31.12.2021
01.01.2022
-
30.06.2022
01.07.2022
-
31.12.2022
01.01.2023
–
30.06.2023
01.07.2023
–
31.12.2023
1
Repayment of
bond loan
related to the
green office
building KARELA
in Paiania.
55,977
-
-
-
-
55,977
2
Green
Investments
1
46,476
70,214
25,720
90,489
2,951
235,850
Total
291,827
102,453
70,214
25,720
90,489
2,951
291,827
1
Green Investments: means and includes any investment of the Company and / or the Group regarding the acquisition, management
and exploitation of real estate and / or investments (according to the provisions of article 22 of the Law 2778/1999 for REICS, as
applicable) which takes place in the scope of the Green Bond Framework, as these investments are further categorized in Annex B -
Categories of Green Investments of the Green Bond Program.
164
Regarding the S/N 1 of the table, it is noted that the total repayment of the Bond Loan was performed on
30.07.2021, within 30 days from the Date of Issuance of the Green Bond, based on the Prospectus.
It is clarified that the temporarily unallocated funds are deposited in interest bearing bank accounts of the Company
and / or time deposits and will be allocated for Green Investments in accordance with the Prospectus.
Athens, April 23, 2024
The Vice-Chairman B’ of the BoD
and CEO
The CFO / COO
The Class A’ Accountant /
Finance Manager
Aristotelis Karytinos
Thiresia Messari
Paraskevi Tefa
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
Factual findings report in connection with the “Report on the use of proceeds from the issuance of Common
Bond Loan through payment in cash for the period from 20.07.2021 until 31.12.2023”
To the Board of Directors of Prodea Real Estate Investment Company Société Anonyme
Purpose of this Agreed-Upon Procedures Report and Restriction on Use and Distribution
Our report is solely for the purpose of assisting the Management of the Company “Prodea Real Estate Investment
Company Société Anonyme” (hereinafter the “Company”) to comply with the provisions of paragraph 4.1.2 of
Athens Stock Exchange (hereinafter “ATHEX”) Rulebook pursuant to the Decision 25/17.07.2008 of ATHEX Steering
Committee as amended on 06.12.2017 and currently in force, as well as the Decision 8/754/14.04.2016 of the BoD
of the Hellenic Capital Market Commission (hereinafter collectively the “Regulatory Framework”), regarding the
preparation of the “Final report on the use of proceeds from the issuance of Common Bond Loan through payment
in cash for the period from 20.07.2021 until 31.12.2023” (the “Subject Matter” and hereinafter the “Use of Funds
Raised Report”) for the period 01.07.2023 until 31.12.2023 and is not suitable for any other purpose.
As such, this Agreed-Upon Procedures Report is not suitable for any other purpose and is intended solely for the
Management of the Company in the context of complying with the provisions of the Regulatory Framework and it
is not intended and should not be used for any other purpose.
This agreed-upon procedures report (“AUP Report”) is intended solely for the information and use of the Board of
Directors in the context of compliance with the Regulatory Framework and is not intended to be and should not
be used by anyone else. Therefore, this AUP Report may not be used for any other purpose, since it is limited only
to the procedures mentioned above and does not extend to the separate and consolidated financial statements
that the Company will prepare for the year ended December 31, 2023 for which we will issue a separate Auditor’s
Report. To the fullest extent permitted by law, we do not assume responsibility to anyone other than the Company
for this report or the conclusions we have formed.
Management’s Responsibilities
The Company’s management has acknowledged that the agreed-upon procedures are appropriate for the purpose
of the engagement.
Additionally, the Company’s management is responsible for the Subject Matter on which the agreed-upon
procedures are performed.
A member firm of Ernst & Young Global Limited
Auditor’s Responsibilities
We have conducted the agreed-upon procedures engagement in accordance with the International Standard on
Related Services (ISRS) 4400 (Revised), “Agreed – Upon Procedures Engagements”. An agreed-upon procedures
engagement involves our performing the procedures that have been agreed with the Management of the Company
and reporting the findings, which are the factual results of the agreed-upon procedures performed. We make no
representation regarding the appropriateness of the agreed-upon procedures.
This agreed-upon procedures engagement is not an assurance engagement. Accordingly, we do not express an
opinion or an assurance conclusion. Had we performed additional procedures, other matters might have come to
our attention that would have been reported.
Our independence and quality management
We have complied with the ethical requirements of the International Ethics Standards Board of Accountants’
International Code of Ethics for Professional Accountants (IESBA Code), and with the ethical and independence
requirements prescribed in L.4449/2017, as well as the Regulation (EU) 537/2014.
Our firm applies the International Standard on Quality Management (ISQM) 1, “Quality Management for Firms that
Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements”, and
accordingly, maintains a comprehensive system of quality management including documented policies and
procedures regarding compliance with ethical requirements, professional standards and applicable legal and
regulatory requirements.
Description of procedures performed and findings
We have performed the procedures described below, which were agreed upon with the Board of Directors, on the
Subject Matter.
Procedures
Findings
1
For completeness purposes, we compared the
content of information of the Use of Funds Raised
Report with the provisions of paragraph 4.1.2 of
Athens Stock Exchange Rulebook, the decision of
the Hellenic Capital Market Commission with
reference number 8/754/14.04.2016 and the
decision 25/17.07.2008 of the Athens Stock
Exchange, as amended on 6.12.2017.
We compared the information contained in the Use of
Funds Raised Report, in accordance with the provisions
of paragraph 4.1.2 of Athens Stock Exchange Rulebook,
the Capital Market Commission's Decision
8/754/14.04.2016 and the Athens Exchange's Decision
25/17.07.2008, as amended on 06.12.2017. No
exception noted.
2
Reconciliation of the consistency of the content
of the Use of Funds Raised Report with the
provisions of the Prospectus issued by the
Company on July 9, 2021.
We reconciled for consistency the content of the Use of
Funds Raised Report with the content of the Prospectus
issued by the Company on July 9, 2021. No exception
noted.
3
Comparison of the amount of the issuance of the
Common Bond Loan mentioned in the Use of
Funds Raised Report if it reconciles with (a) the
corresponding amount approved in the decision
of the Company's Board of Directors of July 2,
2021, (b) the amount mentioned in the above
Prospectus, and (c) the amount deposited in the
bank accounts with number 5013-065603-503
that the Company keeps with Piraeus Bank.
We compared the amount of the issuance of the
Common Bond Loan mentioned in the Use of Funds
Raised Report with (a) the corresponding amount
approved in the decision of the Company's Board of
Directors of July 2, 2021, (b) the amount mentioned in
the above Prospectus, and (c) the amount deposited in
the bank accounts with number 5013-065603-503 that
the Company keeps with Piraeus Bank. No exception
noted.
A member firm of Ernst & Young Global Limited
4
Reconciliation of the use of the proceed raised
from the issuance of the Common Bond Loan as
they are mentioned in the column "Amounts of
raised fund utilized 01.07.2023-31.12.2023” of
the Use of Funds Raised Report with the minutes
and the decisions of Company’s authorized
bodies and with the relevant accounting entries.
We reconciled the use of the proceed raised from the
issuance of the Common Bond Loan as they are
mentioned in the column "Amounts of raised fund
utilized 01.07.2023-31.12.2023” of the Use of Funds
Raised Report, with the minutes and the decisions of the
responsible bodies of the Company, and the relevant
journal entries. No exception noted.
Athens, April 23, 2024
The Certified Auditor Accountant
Andreas Hadjidamianou
SOEL R.N. 61391
ERNST &YOUNG (HELLAS)
CERTIFIED AUDITORS ACCOUNTANTS S.A.
CHIMARRAS 8B, MAROUSI
151 25 GREECE
SOEL R.N. 107
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