DIMAND SOCIETE ANONYME – DEVELOPMENT AND EXPLORATION OF REAL ESTATE AND
CONSTRUCTIONS, SERVICES AND HOLDING
ANNUAL FINANCIAL REPORT ACCORDING TO ARTICLE 4 OF L.3556/2007
FOR THE FINANCIAL PERIOD FROM JANUARY 1 TO DECEMBER 31, 2022
ACCORDING TO INTERNATIONAL REPORTING STANDARDS (“IFRS”) AS ADOPTED BY EUROPEAN
UNION
This financial report has been translated from the original report that has been prepared in the Greek
language. Reasonable care has been taken to ensure that this report represents an accurate translation
of the original text. In the event that differences exist between this translation and the original Greek
language financial report, the Greek language financial report will prevail over this document.
APRIL 2023
Contents
2
Independent Auditor’s Report ............................................................................................................................................ 4
Certifications by Members of the Board of Directors ................................................................................................... 11
Board of Director’s Annual Report ................................................................................................................................... 12
Annual Activity Report of the Audit Commitee .............................................................................................................. 58
Supplementary Report ...................................................................................................................................................... 64
Annual Financial Statements ............................................................................................................................................ 67
Statement of Financial Position ....................................................................................................................................... 67
Statement of Comprehensive Income ............................................................................................................................ 68
Statement of Changes in Equity ....................................................................................................................................... 69
Statement of Cash flows ................................................................................................................................................... 71
1. General Information for the Company and the Group ..................................................................................... 73
2. Basis of preparation of the Financial Statements ................................................................................................. 74
3. New standards, amendments to standards and interpretation ......................................................................... 76
4. Accounting policies ................................................................................................................................................... 76
4.1 Consolidation ............................................................................................................................................. 76
4.2 Investments in Joint Ventures .................................................................................................................. 77
4.3 Foreign Currency Translation ................................................................................................................... 78
4.4 Investment property .................................................................................................................................. 78
4.5 Property and equipment .......................................................................................................................... 80
4.6 Goodwill and Intangible assets ................................................................................................................ 80
4.7 Impairment of non-financial assets ......................................................................................................... 81
4.8 Financial instruments ................................................................................................................................ 81
4.9 Non-current assets (or disposal groups) held for sale .......................................................................... 85
4.10 Inventories .................................................................................................................................................. 85
4.11 Cash and cash equivalents ....................................................................................................................... 85
4.12 Current tax .................................................................................................................................................. 85
4.13 Deferred tax ............................................................................................................................................... 86
4.14 Share capital ............................................................................................................................................... 86
4.15 Provisions ................................................................................................................................................... 87
4.16 Leases .......................................................................................................................................................... 87
4.17 Employee benefits ..................................................................................................................................... 89
4.18 Recognition of revenues ........................................................................................................................... 90
4.19 Recognition of expenses ........................................................................................................................... 93
4.20 Dividend distribution ................................................................................................................................. 94
4.21 Operating segments .................................................................................................................................. 94
4.22 Earnings per share ..................................................................................................................................... 94
4.23 Related party transactions ........................................................................................................................ 94
5. Financial risk management ..................................................................................................................................... 95
5.1 Financial risk factors .................................................................................................................................. 95
5.2 Capital management ................................................................................................................................. 98
5.3 Fair value Measurement of Financial Assets and Liabilities ................................................................. 99
6. Significant accounting policies and judgements ................................................................................................ 99
6.1 Significant accounting estimates and assumptions .............................................................................. 99
6.2 Significant accounting judgments in the application of accounting policies ................................... 101
7. Investment property ............................................................................................................................................ 102
8. Property and equipment ..................................................................................................................................... 108
9. Intangible assets .................................................................................................................................................. 110
10. Investments in Subsidiaries (Financial assets at fair value through other comprehensive income (FVTOCI),
Financial assets at fair value through profit and loss (FVTPL)) ....................................................................... 110
11. Investments in joint ventures accounted for using the equity method......................................................... 119
12. Deferred income tax ............................................................................................................................................ 127
13. Trade and other receivables ............................................................................................................................... 130
15. Cash and cash equivalent .................................................................................................................................... 135
16. Share capital .......................................................................................................................................................... 135
17. Other reserves ...................................................................................................................................................... 137
18. Debt ........................................................................................................................................................................ 139
Contents
3
19. Employee benefit obligations.............................................................................................................................. 142
20. Trade and other payables ................................................................................................................................... 143
21. Revenue ................................................................................................................................................................. 145
22. Expenses per category ......................................................................................................................................... 146
23. Employee benefits ................................................................................................................................................ 147
24. Other operating income ...................................................................................................................................... 148
25. Other gains/(losses) - net ..................................................................................................................................... 149
26. Finance costs (net) ................................................................................................................................................ 149
27. Income tax ............................................................................................................................................................. 150
28. Earnings per share ............................................................................................................................................... 156
29. Number of personnel employed ........................................................................................................................ 156
30. Contingent liabilities ............................................................................................................................................. 157
31. Related party transactions .................................................................................................................................. 158
32. Segment analysis .................................................................................................................................................. 163
33. Events after the reporting period ....................................................................................................................... 166
Report on the Use of Proceeds ...................................................................................................................................... 168
Report of Factual Findings on Agreed-Upon Procedures on the Use of Proceeds Report ..................................... 174
Independent A uditor’s Repor t
TRUE TRANSLATION FROM THE ORIGINAL IN GREEK
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of the Company “Dimand Real Estate Development S.A.”
Report on the Audit of the Separate and the Consolidated Financial Statements
Opinion
We have audited the accompanying separate and consolidated financial statements of “Dimand Real Estate
Development S.A.” (the Company), which comprise the separate and consolidated statement of financial
position as at 31 December 2022, and the separate and consolidated statements of income, total
comprehensive income, changes in equity and cash flows for the year then ended, and notes to the separate and
consolidated financial statements, as well as a summary of significant accounting policies and other explanatory
notes.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material
respects, the separate and consolidated financial position of the Company “Dimand Real Estate Development
S.A.” and its subsidiaries (the Group) as at 31 December 2022, their separate and consolidated financial
performance and their cash flows for the year then ended in accordance with International Financial Reporting
Standards (IFRSs), as endorsed by the European Union.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs), as they have been
incorporated into the Greek legislation. 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 have been independent of the Company and the Group throughout our appointment, in accordance
with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants
(IESBA Code), as incorporated into the Greek legislation and the ethical requirements in Greece, relevant to the
audit of the separate and consolidated financial statements and we have fulfilled our ethical requirements in
accordance with the applicable legislation and the abovementioned IESBA Code. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those that, in our professional judgement, were of the most significance in our audit of
the separate and consolidated financial statements of the audited year. Those matters 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 those
matters.
Deloitte Certified Public
Accountants S.A.
3a Fragkokklisias & Granikou str.
Marousi Athens GR 151-25
Greece
Tel: +30 210 6781 100
www.deloitte.gr
Key audit matter
Addressing the audit matter
Valuation of investment properties of the Group and the Company at their fair value
Investment properties and their development
constitute the main activity of the Group.
As at 31.12.2022, the investment properties portfolio
of the Group (through the Company and the Group’s
subsidiaries) included properties at different stages of
completion, in urban areas all over Greece, including
offices, residential buildings, as well as hotel
complexes, luxurious residencies, logistics facilities and
mixed-use areas.
The fair value of the investment properties of the
Group as at 31.12.2022 amounts approximately to €97
mil. and was determined by the Management based on
reports produced by independent, certified valuators.
The main assumptions and estimates used include the
following:
• assumptions regarding rental income from
future leases
• estimates of rental property vacancies
• estimates of the discount rate used in the
discounted cash flow analysis
• estimates used for the comparative sales
method, the direct capitalization method and
the residual method
• estimates of rate of return at maturity
Given the inherent subjectivity of the key assumptions
and estimates used, the significance of the Investment
properties item in the financial statements and the
increased audit procedures that were required,
including the involvement of real estate valuation
experts of our office, we considered the fair value
measurement of the investment properties to be a key
audit matter.
The disclosures regarding the fair value measurement
of the investment properties are included in notes 4.4
and 7 to the separate and consolidated financial
statements.
Our audit procedures included among others the
following:
We obtained an understanding of the procedures
and we assessed the design and implementation of
the internal controls applied by the Company and
the Group on the valuation of investment properties.
We assessed the professional competence,
independence, objectivity and experience of the
certified independent valuators used by the
Management.
We obtained the valuations of investment properties
performed by the certified independent valuators
and confirmed the fair value of investment
properties in the accounting books of the Company
and the Group. With the involvement of real estate
valuation experts of our firm, we have assessed
whether the valuation techniques and methods used
by the Management and the certified independent
valuators are consistent with generally accepted real
estate valuation techniques in the market, and
whether the assumptions used are reasonable,
taking into consideration the particular
characteristics of each property.
We confirmed the accuracy of specific calculations
performed by the certified independent valuators in
the context of the fair value calculation.
We examined the purchase contracts of new
properties to confirm their purchase price.
We examined, on a sample basis, the development
costs of the investment properties under
construction.
We assessed the adequacy and the appropriateness
of the disclosures in Notes 4.4 and 7 of the separate
and consolidated financial statements.
Other Information
Management is responsible for the other information. The other information is included in the Board of Directors’
Report, reference to which is made in the «Report on other Legal and Regulatory Requirements» section, as well as
in the Corporate Governance Statement, which the Company voluntarily incorporated in the Annual Report, but
does not include the financial statements and our auditor’s report thereon.
Our Opinion on the separate and consolidated financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent with the
separate and consolidated financial statements, or our knowledge obtained during the audit, or otherwise appears
to be materially misstated. If based on the procedures performed, we conclude that there is a material
misstatement therein, we are required to communicate this matter. We have nothing to report in this respect.
Responsibilities of Management and Those Charged with Governance for the separate and consolidated financial
statements
Management is responsible for the preparation and fair presentation of the separate and consolidated financial
statements in accordance with IFRSs, as endorsed by the European Union, and for such internal control as
Management determines is necessary to enable the preparation of the 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 the Group’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern principle of accounting unless Management either intends to
liquidate the Company and the Group or to cease operations or has no realistic alternative but to do so.
The Audit Committee (art. 44 of Law 449/2017) of the Company is responsible for overseeing the Company’s
and the Group’s financial reporting process.
Auditor’s responsibilities for the audit of the separate and consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the separate and 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 they have been incorporated into Greek
legislation, will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these separate and consolidated financial
statements.
As part of an audit in accordance with ISAs as they have been incorporated into the Greek legislation, we
exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the separate and consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than 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 and methods used and the reasonableness of
accounting estimates and related disclosures made by Management.
• Conclude on the appropriateness of Management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s and the Group’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the separate and consolidated financial statements or,
if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Company and the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the separate and consolidated financial
statements, including the disclosures, and whether the separate and consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient and appropriate audit evidence regarding the financial information of the companies
or business activities within the Group to express an opinion on the separate and consolidated financial
statements. We are responsible for the direction, supervision and performance of the audit of the
Company and the Group. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that
we identify during our audit.
In addition, we state to those charged with governance that we have complied with the relevant ethical
requirements regarding independence and communicate with them all relationships and other matters that
may reasonably be thought to influence our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine the matter that was of
the most significance in the audit of the consolidated financial statements of the audited year end and is
therefore the key audit matter.
Report on Other Legal and Regulatory Requirements
1. Board of Directors Report
Taking into consideration that Management is responsible for the preparation of the Board of Director’s Report,
which also includes the Corporate Governance Statement, according to the provisions of paragraph 5 of article 2
(part B) of Law 4336/2015 (part B) we note the following:
a) The board of Directors report includes the Corporate Governance Statement which provides the
information required by article 152 of Greek Law 4548/2018
b) In our opinion, the Board of Director’s Report has been prepared in accordance with the applicable
legal requirements of articles 150 and 153 of Greek Law 4548/2018 and of paragraph 1 (cases c’ and d’)
of article 152 of Greek Law 4548/2018 and its content is consistent with the accompanying separate
and consolidated financial statements for the year ended 31 December 2022.
c) Based on the knowledge we obtained during our audit of the Company “Dimand Real Estate
Development S.A.” and its environment, we have not identified any material inconsistencies in the Board
of Director’s Report.
2. Additional Report to the Audit Committee
Our audit opinion on the accompanying separate and consolidated financial statements is consistent with the
additional report to the Audit Committee referred to in the article 11 of EU Regulation 537/2014.
3. Non Audit Services
We have not provided to the Company and the Group any prohibited non-audit services referred to in article 5
of EU regulation No 537/2014.
4. Appointment
We were appointed as statutory auditors by the General Assembly of the shareholders of the Company on
30/09/2019. Our appointment has been, since then, uninterruptedly renewed by the Annual General Assembly
of the shareholders of the Company for 4 years.
5. Internal Regulation
The company retains an Internal Regulation in accordance with the content prescribed by the provisions of
article 14 of the Greek Law 4706/2020.
6. Assurance Report on European Single Electronic Format Reporting
We have examined the digital file of Dimand Real Estate Development S.A. (hereinafter the Company or/and the
Group), prepared in accordance with the European Single Electronic Format (ESEF), defined by the Commission
Delegated EU Regulation 2019/815 as amended by EU Regulation 2020/1989 (“ESEF Regulation”), which include
the separate and consolidated financial statements of the Company and the Group for the year ended 31
December 2022 in XHTML format as well as the XBRL file (213800DX7SOSSEJBS561-2022-12-31-el.zip) with the
appropriate tagging on these consolidated financial statements, including the explanatory notes (Notes in the
financial statements).
Regulatory Framework
The ESEF digital files are prepared in accordance with the ESEF Regulation, and the Interpretation
Announcement 2020/C 379/01 of the European Commission dated 10 November 2020, as provided by
L.3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock
Exchange (the “ESEF Regulatory Framework”). In summary this Regulatory Framework includes, inter alia, the
following requirements:
• Annual financial statements shall be prepared in XHTML format
• With regards to the consolidated financial statements prepared in accordance with International
Financial Reporting Standards, financial information included in the consolidated Balance Sheet, Income
statement and total comprehensive income, statement of changes in equity and statement of cash
flows as well as financial information included in the explanatory notes shall be tagged with XBRL mark-
up (“XBRL tags” and “block tag”) in accordance with ESEF Taxonomy, as currently in force. The
technical specifications of ESEF, including the related taxonomy, are included in ESEF Regulatory
Technical Standards.
Regulatory requirements included in ESEF Regulatory Framework consist an appropriate basis for the purpose of
expressing a conclusion that provides reasonable assurance.
Responsibilities of Management and Those Charged with Governance
Management is responsible for the preparation and submission of these separate and consolidated financial
statements of the Company and the Group for the year ended 31 December 2022, in accordance with the
requirements set by the ESEF Regulatory Framework and for such internal controls that Management determine
are necessary to enable the preparation of the digital files that are free from material misstatement, whether
due to fraud or error.
Auditor’s Responsibilities
Our responsibility is to design and perform this assurance procedure in accordance with the decision 214/4/11-
02-2022 of the board of Hellenic Accounting and Auditing Oversight Board (HAASOB) and the “Guidelines in
connection with the procedures and the assurance report of the certified auditors on the ESEF reported of
Issuers with listed shares in the Hellenic capital market” dated 14/02/2022 as issued by the Institute of Certified
Public Accountants (the “ESEF Guidelines”) in order to obtain reasonable assurance about whether the separate
and consolidated financial statements of the Company and the Group, prepared by Management in accordance
with ESEF, comply in all material respects with the ESEF Regulatory Framework, as currently in force.
In conducting this work, we have complied with the International Ethics Standards Board for Accountants’ Code
of Ethics for Professional Accountants (IESBA Code), as incorporated into the Greek legislation and additionally
we have we have complied with ethical requirements regarding independence, in accordance with Law
4449/2017 and EU Regulation No 537/2014.
The assurance work performed, is limited to the items included in the ESΕF Guidelines and has been performed
in accordance with the International Standard on Assurance Engagements 3000 “Assurance engagements other
than audits or review of historical financial information”. Reasonable assurance is a high level of assurance but is
not a guarantee that this work will always detect a material misstatement when it exists relating to the
compliance with the requirements of ESEF Regulatory Framework.
This document has been prepared by Deloitte Certified Public Accountants Societe Anonyme.
Deloitte Certified Public Accountants Societe Anonyme, a Greek company, registered in Greece with registered number 0001223601000 and its registered office at
Marousi, Attica, 3a Fragkokklisias & Granikou str., 151 25, is one of the Deloitte Central Mediterranean S.r.l. (“DCM”) countries. DCM, a company limited by guarantee
registered in Italy with registered number 09599600963 and its registered office at Via Tortona no. 25, 20144, Milan, Italy is one of the Deloitte NSE LLP geographies.
Deloitte NSE LLP is a UK limited liability partnership and member firm of DTTL, a UK private company limited by guarantee.
DTTL and each of its member firms are legally separate and independent entities. DTTL, Deloitte NSE LLP and Deloitte Central Mediterranean S.r.l. do not provide
services to clients. Please see www.deloitte.com/about to learn more about our global network of member firms.
Conclusion
Based on the procedures performed and the evidence obtained, we conclude that the separate and the
consolidated financial statements of the Company and the Group for the year ended 31 December 2022
prepared in XHTML format as well as the XBRL file (213800DX7SOSSEJBS561-2022-12-31-el.zip) with the
appropriate tagging on these consolidated financial statements, including the explanatory notes, are prepared in
all material respects in accordance with the requirements of ESEF Regulatory Framework.
Athens, 13 April 2023
The Certified Public Accountant
Dimitris Katsibokis
Reg. No. SOEL: 34671
Deloitte Certified Public Accountants S.A. 3a
Fragoklissias & Granikou Str.,
151 25 Maroussi
Reg. No. SOEL: E 120
Certifications by Members of the Board of Directors
for the year 2022
11
Certifications by Members of the Board of D irectors
Certifications by Members of the Board of Directors according to art.4 par.2 of L.3556/2007
We, the members of the Board of Directors of “DIMAND SOCIETE ANONYME – DEVELOPMENT AND
EXPLORATION OF REAL ESTATE AND CONSTRUCTIONS, SERVICES AND HOLDING" (hereinafter the
“Company”), under our abovementioned capacity, certify that to the best of our knowledge:
a) The Consolidated and Separate Financial Statements for the year ended December 31, 2022
have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted
by the European Union and present a true and fair view of Statement of Financial Position, Income
Statement, Statement of Comprehensive Income, Statement of Changes in Equity and Cash Flow
Statement of the Company, as well as of the companies included in the consolidation (hereinafter the
"Group"), in accordance with article 4 of Law 4556/2007 and the decisions of the Board of Directors of
the Hellenic Capital Market Commission.
b) 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.
Maroussi, 11.04.2023
The certifiers,
The Vice Chairman of the BOD
and CEO
The Executive Member of the
BOD
The Non Executive Member of
the BOD
Dimitrios Andriopoulos
Nikolaos-Ioannis Dimtsas
Emmanuel Pelidis
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
12
Board of Director’ s Annua l Report
Annual Board of the Board of Directors
“DIMAND SOCIETE ANONYME – DEVELOPMENT AND EXPLORATION OF REAL ESTATE AND
CONSTRUCTIONS, SERVICES AND HOLDING”
on the Consolidated and Separate Financial Statements for the year 2022
Dear Sha reh old ers,
The present Report of the Board of Directors of the Company “DIMAND SOCIETE ANONYME –
DEVELOPMENT AND EXPLORATION OF REAL ESTATE AND CONSTRUCTIONS, SERVICES AND
HOLDING” (hereinafter the "Company") relates to the financial year 2022 and has been prepared in
accordance with the relevant provisions of Law 4548/2018, as amended, Law 3556/2007 and the
implementing decisions of the Hellenic Capital Market Commission issued thereon and in particular
the Decision No. 8/754/14.04.2016 of the Board of Directors of the Hellenic Capital Market
Commission.
FINANCIAL POSITION OF THE GROUP
As of 31.12.2022, the Group's total portfolio (through the Company and its subsidiaries) included, 12
investment properties (31.12.2021: 8 investment properties) in various stages of completion, in urban
areas throughout Greece, with office, residential and hotel complexes, luxury residences, logistics
facilities as well as mixed-use projects, with a total fair value of €96,999,127 (31.12.2021: €50,320,000)
and a total estimated Gross Development Value (GDV) at completion of €512,391,000 (31.12.2021:
€176,698,000), based on the valuations of independent certified valuers.
The investment properties held by the Group as of 31.12.2022 relate to the following:
• Plots of land, outside the boundaries of the settlement, outside the approved city plan and
outside the General Urban Plan, in the area of Starovourla - Fanari of the Municipality of
Mykonos, which are owned by the companies Dimand S.M.S.A., Perdim S.M.S.A. and Terra
Attiva S.M.S.A.. The construction of the above plots has been completed. More specifically, in
December 2020, the Company and the co-owner of one parcel of land, Terra Attiva S.M.S.A.,
started the construction of two residential homes on the parcel of land with the completion
taking place on August 22,2022. In financial year 2021, the construction of a residential home
that was in progress on the land plot of Perdim S.M.S.A. was completed.
• A plot of land of c. 17,050 sq.m. including buildings with a total area of c. 4,408 sq.m. in the
Building Block 204 of the Municipality of Piraeus, which is owned by the subsidiary Hub 204
S.M.S.A.. The property is located in the Agios Dionyssos area of the Municipality of Piraeus.
The Group had prepared a business plan for the investment property which provided for the
restoration/renovation of the listed building into a building with modern design and
specifications and the construction of a new complex of office buildings, as well as sports
facilities (indoor and outdoor) for public use, with a total development area of 36,120 sq.m. in
accordance with the LEED certification specifications, in order to ensure their energy and
environmental efficiency. On 03.03 2023, the Group's subsidiary "Hub 204 S.M.S.A." was
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
13
announced the preferred bidder of the public tender conducted on 08.02.2023 for the
acquisition of a property to host the Piraeus Judicial Services for a consideration of
€80,900,000. The New Courthouse will be built on a plot of land owned by Hub 204 S.M.S.A.,
and will have a total area of c. 36,095 sq.m. The project aims to achieve LEED certification at
Gold level, according to the internationally recognised rating system of the USGBC.
• A plot of land of c. 2,082 sq.m. and the existing multi-storey building of c. 11,653 sq.m., in the
Municipality of Athens, owned by the subsidiary Random S.M.S.A.. The Group has prepared a
business development plan for the project, which provides for the renovation and upgrading
of the property into a bioclimatic building of modern offices, for the purpose of lease.
• A plot of land with a total surface area of c. 2,060 sqm after the three of the five buildings of
the building complex known as "MINION" with a total surface area of the five buildings of c.
15,722 sqm, On the same day, a preliminary agreement was signed for the acquisition of the
other two buildings of the complex, which (acquisition) is expected to be completed by
30.06.2023. According to the business plan, it is planned to develop a mixed-use complex that
will include retail, offices, catering facilities, etc. for the purpose of lease.
• A plot of land of c. 1,304 sq.m. with two buildings in the Municipality of Piraeus, which is owned
by the subsidiary Piraeus Regeneration 138 S.M.S.A.. The Group has prepared a business plan
for the investment property which envisages the construction of a building of 57 apartments
and a 40-room hotel with a total area of 6,568 sq.m. for the purpose of lease.
• A leased four-storey building of c. 3,148 sqm in the centre of Athens on Apellou Street for the
purpose of its reconstruction and exploitation. The subsidiary company Lavax S.M.S.A. signed
on 01.01.2022 a lease agreement of the above building for a lease term of 50 years for the
purpose of reconstruction and operation as a mixed-use building that will include retail and
office space.
• A plot of land of c. 10,632 sq.m. on Dionysosou and Vlachernon streets and Kifissia Avenue in
Maroussi, owned by the subsidiary Insignio S.M.S.A.. According to the business plan, the
development of an iconic state-of-the-art office complex with a total surface area of 24,940
sq.m. in two buildings, based on the principles of sustainability and bioclimatic design, with
special emphasis on a friendly, flexible and creative working environment. The complex is
aiming for WELL and LEED certification at the Gold level, according to the internationally
recognised rating system of the American body, USGBC. On April 20,2022, a preliminary lease
agreement for the entire office building under development was signed with a well-known
multinational company.
• A plot of land of c. 1,290 sq.m. with an old two-storey building of a total area of c. 359 sq.m. in
Filothei, which is owned by the subsidiary Kalliga Estate S.M.S.A.. According to the business
plan, the development of a residential complex with a total area of 1,518 sq.m., with modern
design and specifications, is planned for lease.
• A plot of land with a total surface area of c. 355,648 sq.m, at the 15th kilometer of Thessaloniki-
Edessa, formerly owned by the company "BALKAN REAL ESTATE S.A.". The owner of the
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
14
property is the subsidiary Apellou Estate S.M.S.A. (which was renamed Agchialos Real Estate
S.M.S.A. by the decision of the EGM of the sole shareholder dated 07.02.2023). According to
the business plan, the development of a logistics complex, with a total area of c. 120,000 sqm,
is planned, which will constitute the largest logistics hub in Northern Greece. In addition, the
installation of photovoltaic panels for energy production on the roof of the facilities is
foreseen, following a special study.
• A plot of land with a complex of industrial buildings, on 26th October Street, in Thessaloniki
(former complex of the old FIX factory "FIX Complex"), with a total surface area according to
the title deed of c. 25,211 sq.m. The subsidiary Filma S.M.S.A. acquired a 75% undivided portion
in the property during 2022 and has agreed to acquire the remaining 25% with an estimated
acquisition date during the first half of 2023. According to the business plan, a mixed-use
bioclimatic complex is expected to be developed for lease.
• A two-storey building of c. 2,861 sq.m. on 26th October Street, Thessaloniki, owned by the
subsidiary Citrus S.M.S.A.. According to the business plan, the development of an office
complex of c. 3,790 sq.m., with modern design and specifications, is foreseen for the purpose
of lease.
In addition to the above, the subsidiary Bozonio S.M.S.A. signed on 28.07.2021 a lease agreement for
a plot of land in Chalkidiki, Thessaloniki, of c. 437,544 sq.m. located at 38
th
km. of the Thessaloniki -
Galattistas provincial road in the Municipality of Polygyros, with a 30-year term, for the purpose of
developing a photovoltaic park and has started actions for obtaining an energy production license and
terms of connection to the HEDNO network.Until 31.12.2022, the process has not been completed.
Also, as of 31.12.2022, the total portfolio of joint ventures in which the Group participated included 7
investment projects (31.12.2021: 7 investment projects) in various stages of completion, in urban
areas throughout Greece, with office, residential and hotel complexes, as well as mixed-use projects
with a total fair value of €154,345,391 (31.12.2021: €128,660,767) and a total estimated Gross
Development Value (GDV) at completion of €402,759,845 (31.12.2021: €347,575,845), based on the
valuations of independent certified valuers.
Based on the above, as of 31.12.2022 the total number of investment properties under management
(Assets under Management - AUM) of the Group (through the Company, subsidiaries and joint
ventures) amounted to 19 (31.12.2021: 15) with a total fair value of €251,344,518 (31.12.2021:
€178,980,767) and a total estimated Gross Development Value (GDV) at completion of €915,150,845
(31.12.2021: €524,273,845), based on the valuations of independent certified valuers.
For the structure of the Group and the Company's interests in subsidiaries and joint ventures, see
notes 10 and 11 of the Financial Statements (which notes also include the changes made to the Group
during 2022).
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
15
The key figures in the Statement of Financial Position for the Group are as follows:
31.12.2022
31.12.2021
Variance
(%)
Investment Property
96,999,127
50,320,000
93%
Investments in Joint Ventures accounted for
using the equity method
37,302,366
37,475,314
(0)%
Cash and cash equivalents
9,999,652
19,396,863
(48)%
Debt
45,767,845
59,106,781
(23)%
Total equity
122,429,037
37,742,364
224%
SIGNIFICANT EVENTS IN 2022
Α. Corporate events
On 27.01.2022, the shareholders' agreement dated 27.03.2018 between Dimand S.A., Arcela
Investments Ltd, European Bank for Reconstruction and Development (EBRD) and D. Andriopoulos
was renewed and amended. The main terms of the agreement are as follows: (a) extension of the term
until 2030, (b) increase of the capital to be invested by €142,785,714, i.e. to €204,285,714 in total from
€61,500,000, (c) possibility of early (with fewer conditions) EBRD participation in new investments of
the Group, and (d) conditional release of Arcela Investments Ltd from its guarantees provided to the
EBRD.
On 22.03.2022, by resolution of the Extraordinary General Meeting of the Company's shareholders,
the following was resolved: (a) the listing of the Company's ordinary shares on the main market of the
Athens Stock Exchange, in accordance with the applicable legislation. (b) the share capital of the
Company was increased by the amount of three hundred and twenty-six thousand nine hundred and
five euros (€326,905), by paying in cash and issuing six million five hundred and thirty-eight thousand
one hundred (6,538,100) of new, common, voting, registered shares, with a nominal value of €0.05
each, which was covered by a public offer and parallel distribution to a limited number of persons in
Greece, in accordance with the decision of the Capital Market Commission No. 4/379/18.4.2006.
On 06.07.2022, the trading of the Company's shares on the regulated market of the Athens Exchange
commenced, following the successful public offer completed on 01.07.2022. The final offering price of
the Company's ordinary shares was set at €15,00 per share. Following the aforementioned corporate
change, the share capital of the Company amounts to nine hundred thirty-four thousand and fifteen
euros (€934,015), divided into eighteen million six hundred eighty-eight thousand three hundred
(18,680,300) ordinary registered shares, with a nominal value of €0.05 each. The total funds raised for
the Company, before deduction of issue costs, amounted to a total amount of €98,020,046 (i.e. funds
of €97,556,955 raised from the Public Offering and funds of approximately €463,091 from the Parallel
Allocation to Restricted Persons). After deducting the issue costs of €5,534,886, the total funds raised
for the Company amounted to approximately €92,485,160 and will be allocated as follows: (a) an
amount of €50,587,885 for the repayment of balance of a credit agreement though an open current
account, which was used for the full prepayment of the entire outstanding balance of the loan
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
16
agreement with Tempus and the redemption of the preference shares by the Company; and (b) an
amount of €41,897,255 to finance both the development program of the Group's existing properties
and the direct and indirect acquisition of new properties, as specifically provided for in the prospectus
dated 23.06.2022.
Β. Investments
On 01.01.2022, the subsidiary company Lavax S.M.S.A. signed an agreement for the long-term lease
of a building with a total area of c. 3,148 sq.m. in the center of Athens on Apellou Street for the purpose
of its reconstruction and exploitation.
On 28.03.2022 and 28.09.2022, the subsidiary company Alabana Ltd acquired an additional 18.33%
and 18.33%, respectively, of the company 3V S.A., for a consideration of €5,886,355, which is a joint
venture. In addition, Alabana participated in the share capital increase of the company 3V S.A. which
took place on 28.12.2022 by paying an amount of €1,335,173 corresponding to 55/70 as agreed in the
shareholders' agreement and the final percentage of participation in the joint venture on 31.12.2022
reach to 57.26%. The Company 3V S.A. owns a property (plot) of c. 18,730 sq.m. in Neo Faliro, in which
the development of a mixed-use complex is planned. On 15.12.2022, the joint venture 3V S.A.
proceeded with the acquisition of a 787 sq.m. plot adjacent to the existing property for €1,150,000.
On 07.04.2022 the preliminary lease agreement dated 26.11.2021 of the property of the subsidiary IQ
Karela S.M.S.A., located in Paiania, on which a biotechnology park would be developed, was
terminated.
On 20.04.2022, the newly established subsidiary Kalliga S.A. acquired a property on Kalliga Street, in
the Municipality of Filothei-Psyhiko, for a consideration of €2,030,000.
Following the preliminary agreement dated 04.01.2022, on 19.05.2022 the subsidiary company
Insignio S.M.S.A. acquired a plot of c. 10,647 sq.m. on Dionysos and Vlacherna streets and Kifisias
Avenue in Maroussi for a consideration of €20,000,000. On 20.04.2022, a preliminary lease agreement
was signed for the entire developed office complex.
On 26.05.2022, a notarial preliminary agreement was signed by the subsidiary company Dramar
S.M.S.A., by virtue of which the latter pre-agreed the acquisition of four properties/plots, with an area
of a. c. 632,226 sq.m., b. c. 65,975 sq.m., c. c. 56,705 sq.m., and d. c. 178,214 sq.m., located in N.
Sevastea of the Drama Municipality, for a consideration of €5,100,000. It is noted that an amount of
€290,000 of the total consideration was given as an advance on the date of signing the preliminary
agreement.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
17
On 26.05.2022, a notarial preliminary agreement was signed by the subsidiary company Nea Peramos
Side Port S.M.S.A., by virtue of which the latter pre-agreed to acquire a property, with an area of
c.70,080 sq.m, located in Nea Iraklitsa, Kavala Prefecture, for a consideration of €600,000. It is noted
that an amount of €30,000, from the total consideration, was given as an advance on the date of
signing the preliminary agreement.
On 26.05.2022, a notarial preliminary agreement was signed by the subsidiary company Pefkor
S.M.S.A. by virtue of which the latter pre-agreed on the acquisition of two properties of a. c. 69,151
sq.m. and b. c. 3,981 sq.m., located in "VLYCHADA" or "LAKKA" of the Municipality of Megareon Attica,
for a consideration of €2,800,000. It is noted that an amount of €180,000 of the total consideration
was given as an advance payment on the date of signing the preliminary agreement.
On 23.09.2022, a land of a total area of c. 355,600 sq.m was acquired, located at the 15th kilometer of
Thessaloniki-Edessa, formerly owned by the company "BALKAN REAL ESTATE S.A", for a total
consideration of €6,000,000 plus taxes and other related costs of €479,058 by the subsidiary of Apellou
Estate S.M.S.A., which was renamed to Agchialos Akinita S.M.S.A. with the decision of the EGM of the
company's shareholders dated 07.02.2023. According to the business plan, the development of a
logistics complex, with a total area of c. 120,000 sq.m, is planned, which will constitute the largest
logistics hub in Northern Greece. In addition, the installation of photovoltaic panels for energy
production is foreseen on the roof of the facilities, following the preparation of a special study.
On 12.10.2022, a two-storey building of c. 2,861 sq.m., was acquired by subsidiary Citrus S.M.S.A.,
located on 26th of October street, in Thessaloniki, for a consideration of €1,890,001 plus taxes and
expenses amounting to €97,727. According to the business plan, the development of an office
complex with a total surface area of c. 3,790 sq.m., with modern design and specifications, is foreseen
for the purpose of lease.
In December 2022, the subsidiary Filma S.M.S.A. acquired 75% of a property with a complex of
industrial buildings, on 26th October street, in Thessaloniki (former complex of the old FIX factory "FIX
Complex"), with a total area, according to the title deed, of c. 25,211 sq.m. for a consideration of
€9,300,000 plus taxes and expenses of €420,796 and pre-agreed on the acquisition of the remaining
25% for €4,750,000, which (acquisition) will be completed within the first half of 2023. According to the
business plan, the development of a mixed-use bioclimatic complex with for the purpose of lease.
The subsidiary company IQ Athens S.M.S.A., under the signed preliminary agreement dated
04.01.2021, had agreed, with the company "ATHINAIKI HARTOPOIIA SA", the acquisition of a plot of
land with an industrial building complex, located in the area of Votanikos, for the consideration of
€14,220,000. As of 31.12.2022, the subsidiary has paid an amount of €8,280,000 as an advance
payment, namely €730,000 in 2021 (according to the abovementioned preliminary agreement) and
€7,550,000 in 2022 (under the amendment of the preliminary agreement dated 19.12.2022).
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
18
C. Disposals
On 01.08.2022, the Group proceeded through the subsidiary Arcela Investments Ltd in the disposal of
40% of the participation in the subsidiary IQ Karela S.M.S.A. for an amount of €3,006,658 offsetting
part of the advance payment that it had received in 2021 for the sale of all the shares of the company.
The company IQ Karela SA from 01.08.2022 onwards has been classified as a joint venture (refer to
relevant note 11 of the Financial Statements).
On 10.08.2022, the subsidiary company Emid Ltd of the joint venture Cante Holdings Ltd proceeded
to the disposal of 55% of the participation in the company Rinascita S.A. and as of 31.12.2022 it
retained 10% of its share capital.
On 01.12.2022, following the preliminary agreement dated 30.12.2020, the disposal of a residential
house (which was classified as inventory in 2020) in Mykonos, built on a plot of land of the subsidiary
Dimand Real Estate (Cyprus) Ltd of a total surface area of c. 157 sq.m., was completed for a
consideration of €1,000,000. Also, on 16.12.2022, the Group proceeded with the disposal of a
residential house in Mykonos, built on a plot of land of the subsidiary Dimand Real Estate (Cyprus) Ltd
with a total surface area of c. 137 sqm., for a consideration of €1,050,000.
On 30.12.2022, the Group, through its subsidiary Rodomontas Ltd, disposed its 65% participation in
the joint venture IQ Hub S.A. (KAIZEN Campus), for a consideration of €9,989,416.
D. Financing
On 22.03.2022 the framework of agreements between the Company and Tempus Holdings 71 Sarl
was amended, following a decision of the General Meeting dated 22.03.2022, in order to fully prepay
the balance of the bond loan agreement dated 23.12.2019 and to redeem the Company's preference
shares. The Company and by extension the Group repaid on 04.07.2022 Tempus' loan obligations and
redeemed the preference shares using part of the funds raised in the Public Offer made for the listing
of the Company's shares on the regulated market of the Athens Stock Exchange. Specifically, on
04.07.2022, the Company carried out (a) the full prepayment of all the amounts due under the terms
of the bond loan with Tempus of €50,272,750, (b) the redemption of the Preference Shares by the
Company for €303,615 and (c) transaction costs of €11,520. The Company paid a total amount of
€50,587,885, resulting in the recognition of (one-off) financial costs of c. €7,024,054.
On 01.04.2022, the subsidiary company of the Kalliga Group Estate S.M.S.A. entered into a loan
agreement through an open current account with Optima Bank S.A. for an amount of up to €2,000,000,
which as of 31.12.2022 it has been fully disbursed. The above loan was used for the acquisition of a
two-story building in the area of Filothei Attica.
On 01.04.2022, the subsidiary company of the Group, Piraeus Regeneration 138 S.M.S.A., entered into
a loan agreement through an open current account with Optima Bank S.A. for an amount of up to
€500,000, which as of 31.12.2022 it has been fully disbursed.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
19
On 01.04.2022, the subsidiary company of the Group, Insignio S.M.S.A. entered into a loan agreement
through an open current account with Eurobank S.A. of up to €16,500,000 as bridge financing for the
acquisition of the property. On 14.07.2022, a common bond loan agreement was signed with
Eurobank S.A. for an amount of up to €48,500,000 for the purpose of a) the repayment of bridge
financing through an open current account of up to €16,500,000, out of which €14,000,000 were used
for the acquisition of a plot of land on Dionysos and Vlacherna streets and Kifisias Avenue in Marousi,
and b) the partial financing of the construction of the property.
On 11.04.2022, the subsidiary company of the Group, Bozonio S.M.S.A. entered into an loan
agreement through an open current account of up to €3,090,430 with Optima Bank S.A., through
which it issued on 13.04.2022 two letters of guarantee of €1,272,530 and €1,817,900, respectively, to
the Energy Regulatory Authority. The two letters of guarantee were issued in the context of Bozonio
S.M.S.A.'s application for an Energy Producer Certificate, for two photovoltaic stations in Chalkidiki and
in Drama, in order to ensure the timely fulfillment by Bozonio S.M.S.A. of its obligation to submit a
complete request for a definitive connection offer to the competent energy manager.
On 27.07.2022 the Company amended the loan agreement through an open current account dated
10.07.2020 with Eurobank S.A. in terms of interest, with a limit of up to €3,000,000. As of 31.12.2022,
the loan had been fully disbursed.
On 30.11.2022, the Company entered into a loan agreement through an open current account with
Bank of Attica S.A. for an amount of up to €1,000,000. The loan as of 31.12.2022 had been fully
disbursed.
On 07.12.2022, the subsidiary company of the Group, Alkanor S.M.S.A. proceeded with an amendment
regarding the duration of the bond loan it had entered into on 22.12.2021. The maturity date of the
above loan was set on 30.06.2023. Moreover, on 10.11.2022, the company entered into a loan
agreement through an open current account for an amount of up to €2,000,000, in order to cover
working capital needs, which as of 31.12.2022 it had been fully disbursed.
FINANCIAL PERFORMANCE OF THE GROUP
The revenues of the Group amounted to €10,621,314 from €6,863,580 in the previous year, i.e.,
increased by 55%. This increase is due to the increase in revenues from the provision of project
management services, which is the main activity of the Company.
The Group's gross profits increased by 16% compared to the previous year (from €2,338,437 to
€2,718,555), mainly due to the aforementioned increase in revenues.
The Group's administrative and distribution expenses increased from €5,119,877 in 2021 to
€7,156,999 in 2022, representing an increase of 40% mainly a) due to the increased activity of the
Group compared to the previous financial year, which resulted in the increase in the number of the
Group's personnel (average personnel 2022: 67 employees, 2021: 54 employees), as well as the related
costs, and the general operating expenses of the Group's subsidiaries, b) due to the listing of the
Company's shares on the Athens Stock Exchange resulting in an increase in the related expenses and
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
20
c) the modification of legislative framework within 2022 and the imposition of stamp duty on business
loans with retrospective effect from 01.01.2021.
Despite the above increase of expenses, the Group's operating profit increased by 17% from
€6,030,621 in 2021 to €7,054,196 in 2022. Excluding the one-off event of the stamp duty payment,
adjusted operating profit increased by 26% from €6,030,621 in 2021 to €7,624,698 in 2022.
The Group’s profit/(loss) before tax amounted in 2022 to €(5,146,877) compared to €5,580,158 in the
previous year and the Group’s net profit/(loss) amounted to €(7,805,391) compared to €5,308,077 in
the previous year.
As mentioned above, the Company, following the increase of its share capital, paid on 04.07.2022 the
total amount of €50,587,885 for the full prepayment of the bond loan and the redemption of the
preferred shares, in accordance with the specific provisions of the prospectus dated 23.06.2022. From
the above prepayment, one-off financial costs and related expenses of €7,634,010 were recognised in
the Group's and the Company's results in the third quarter of 2022, which the Management estimates
that they are lower than those that would have been recorded if the above loan had been repaid
according to its terms and therefore this prepayment is advantageous for the Company and its
shareholders in the medium term.
Not taking into account the one-off financial costs and the one-off stamp duty payment, as presented
above, the Group's profit before tax in 2022 amounted to €3,058,435 and net profit amounted to
€399,922.
The main figures of the Statement of Profit or Loss and Other Comprehensive Income for the Group
are as follows:
From 1.1 to
Variance
(%)
31.12.2022
31.12.2021
Revenue
10,621,314
6,863,580
55%
Gross profit
2,718,555
2,338,437
16%
Operating profit
7,054,196
6,030,621
17%
Adjusted operating profit
7,624,698
6,030,621
26%
Profit/(Loss) before tax
(5,146,876)
5,580,158
(192)%
Adjusted profit before tax
3,058,436
5,580,158
(45)%
Profit/(Loss) for the year
(7,805,391)
5,308,077
(247)%
Adjusted profit for the year
399,922
5,308,077
(92)%
KEY PERFORMANCE AND EFFECTIVENESS MEASUREMENT INDICATORS (ESMA)
In the context of the implementation of the Guidelines "Alternative Performance Measures" of the
European Securities and Markets Authority (ESMA/2015/1415el) which apply from 03.07.2016, the
Group's Management measures and monitors the Group's performance based on the following
Alternative Performance Measures (APMs) which are used internationally in the sector in which the
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
21
Group operates. The Management evaluates the Group's results and performance at regular intervals
identifying deviations from the objectives in a timely and effective manner and taking corrective
actions.
Earnings before interest, taxes, depreciation and amortisation (EBITDA)
From 1.1. to
31.12.2022
31.12.2021
Profit/(Loss) before tax
(5,146,876)
5,580,158
Plus: Depreciation and amortisation of tangible and
intangible assets
268,321
216,315
Plus: Net finance expenses
11,983,129
4,318,208
Earnings before interest, taxes, depreciation and
amortisation (EBITDA)
7,104,573
10,114,682
Plus: Net non-recurring expenses
1
570,502
-
Adjusted earnings before interest, taxes,
depreciation and amortisation (Adjusted EBITDA)
7,675,074
10,114,682
Return on Equity – (ROE):
From 1.1. to
31,12,2022
31,12,2021
Profit/(Loss) for the year
(7,805,391)
5,308,077
Average equity
80,085,700
35,086,212
Return on Equity (ROE)
(10)%
15%
From 1.1. to
31.12.2022
31.12.2021
Profit/(Loss) for the year
(7,805,391)
5,308,077
Plus: Net non-recurring expenses
2
8,205,312
-
Adjusted net profit
399,921
5,308,077
Average equity
80,085,700
35,086,212
Adjusted ROE
0%
15%
1
Net non-recurring expenses relate to the one-off stamp duty payment of €570,502, on business loans due to
the amendment of the legislative framework in 2022 with retrospective effect from 01.01.2021.
2
Net non-recurring expenses relate to a) the one-off stamp duty payment on business loans due to the
amendment of the legislative framework in 2022 with retrospective effect from 01.01.2021 and b) one-off financial
costs and related expenses totaling €7,634,010 related to the repayment of a bond loan.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
22
Net Asset Value – (NAV):
31.12.2022
31.12.2021
Total equity
122,429,037
37,742,364
(Minus): Deferred tax asset
(424,664)
(839,505)
Plus: Deferred tax liability
3,524,109
2,138,139
Net Asset Value
125,528,481
39,040,998
Net Debt/Total Assets:
31.12.2022
31.12.2021
Debt
45,767,845
59,106,781
(Minus): Cash and cash equivalent
(9,999,652)
(19,396,863)
(Minus): Restricted cash
-
-
Net Debt (a)
35,768,193
39,709,918
Total Assets (b)
182,423,572
116,444,456
Net Debt / Total Assets (a/b)
20%
34%
Net debt / Investment property (Net LTV):
31.12.2022
31.12.2021
Debt
45,767,845
59,106,781
(Minus): Cash and cash equivalent
(9,999,652)
(19,396,863)
(Minus): Restricted cash
-
-
Net Debt (a)
35,768,193
39,709,918
Investment property (b)
96,999,127
50,320,000
Net LTV (a/b)
37%
79%
DESCRIPTION AND MANAGEMENT OF THE KEY UNCERTAINTIES AND RISKS
The Management, after examining the current financial data of the Group and the Company as well
as the future obligations, agreements and prospects, taking into account the direct financial effects of
Russia's invasion of Ukraine as well as the impact of the macroeconomic environment, estimates that
the prospects of the Group and the Company are positive and that the Group and the Company have
the ability to continue their activity without interruption according to their business plan. As a result,
the Consolidated and Separate Annual Financial Statements have been prepared based on the going
concern principle.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
23
Α. Energy crisis, construction costs and geopolitical developments
The resumption of economic activity and the gradual emergence from the economic crisis caused by
pandemic COVID-19, as well as developments due to the war in Ukraine, have contributed globally
both to delays in the supply chain and to rising construction costs. The increase in construction costs
was further compounded by the increase in raw material and energy costs. Any increase in the
construction costs of projects developed by the Group may adversely affect the Group's results and
financial condition in the future to the extent that the increased costs have not been fully absorbed
through a corresponding increase in the rents of the investment companies.
In particular, although the war and the unfavorable macroeconomic environment have affected and
continue to affect, albeit to a decreasing extent, the domestic and international economy, and
indirectly the real estate sector, their impact on the Company's and the Group's business is not
material for the following reasons:
• The domestic real estate market, in the real estate categories where the Group operates, showed
defensive characteristics, as in many cases, due to the high specifications and limited supply of
buildings with high energy standards and rising inflation, there were appreciations in the market
values of such properties and the related leases, which compensated any negative effects due to
an increase in construction costs.
• During the period, the Group continued its investment program without interruption and
implemented the projects and agreements it had planned. At the same time, the Group entered
into new commercial agreements with high-profile counterparties which limit business risks and
safeguard its future course.
• The Group has entered into long-term financing agreements as well as business partnerships
which ensure the availability of capital for the completion of the projects and investments
undertaken and the realization of new ones.
• The trend towards the transition of economic activity to an operating model that supports
sustainable development - a trend that was reinforced by the emergence of the COVID-19
pandemic - seems to favor demand for properties with the characteristics of the properties
developed by the Group, i.e., properties of high standards and/or for bioclimatic buildings, in
attractive locations, particularly with regard to office space as well as open-air shopping centers
and logistics.
The Company's Management closely monitors and evaluates developments in order to take the
necessary measures and adjust its business plans (if required) with the aim of ensuring business
continuity and limiting any negative effects.
Β. Financial risk factors
The Group and the Company are exposed to financial risks such as market risk, credit risk and liquidity
risk. Financial risks are managed by the Management of the Group and the Company. The
Management of the Group and the Company identifies, evaluates and takes measures in order to
mitigate the financial risks.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
24
a) Market risk
i) Price risk
The Group and the Company are indirectly exposed to price risk related to financial instruments to
the extent that the value of subsidiaries and/or joint ventures fluctuates due to changes in the value
of the underlying assets (real estate).
The operation of the real estate market involves risks associated with factors such as the geographical
location and commerciality of the property, the general business activity in the area and the type of
use in relation to future developments and trends. These factors individually or in combination can
result in a commercial upgrading or downgrading of the area and the property with a direct impact on
its value.
In addition, fluctuations in the economic climate may affect the return-risk relationship that investors
are seeking for and may lead them to seek other forms of investment, resulting in adverse
developments in the real estate market that could affect the fair value of the Group's and the
Company's properties and consequently their performance and financial position.
The Group and the Company focus their investment activity on areas and categories of real estate for
which there is increased demand and commerciality at least in the medium term based on current
data and forecasts.
The Group and the Company closely monitor and evaluate developments in the real estate market
and their properties are valued by reputable valuers.
The successful management and utilization of the Group's portfolio of investment projects depends
on macroeconomic developments in Greece and the international markets (to the extent that the
latter affect the prevailing conditions in Greece), which in turn have the potential to influence the
domestic banking sector and the prevailing trends and conditions in the domestic real estate market.
Any extreme adverse changes in macroeconomic conditions as a consequence of geopolitical, health
or other developments (such as, for example, the COVID-19 pandemic or the military conflict between
Russia and Ukraine) may adversely affect the time plan of development, cost of development, cost of
borrowing, value and disposability of the properties and, therefore , the Group's business activity, fair
values of the properties, cash flows and financial position.
At the level of the domestic real estate market, the sharp increase in inflation and any further increase
in interest rates as a consequence of the above, potentially adversely affects both the cost of
construction of the projects as well as the cost of capital (debt and equity) required for the
development of new projects, as well as the valuation of the fair value of the properties, to the extent
that these macroeconomic variables are used as inputs in the valuation.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
25
ii) Cash flow risk and risk of changes in fair value due to changes in interest rates
Interest rate risk arises from the Group's and the Company's debt. The Group's and the Company's
debt on 31.12.2022 includes floating interest rate loans, see related note 18, and therefore the Group
and the Company are exposed to the risk of changes in fair value due to changes in interest rates and
cash flow risk. Out of the Group's total debt on 31.12.2022, the amount of €29,159,505 (2021:
€10,889,292) relates to the balances of floating rate bond loans of the subsidiaries Alkanor S.M.S.A.
and Insingio S.M.S.A.
If the borrowing rate had increased/decreased by 1% during 2022, while all other variables remaining
constant, the Group's profit or loss for the year would have decreased/increased by approximately
€291,595 (2021: €108,893). The above sensitivity analysis has been calculated using the assumption
that the balance of the Group's debt on 31.12.2022 was the balance of the Group's debt throughout
the year.
The Group's policy is to minimize this exposure at all times by essentially monitoring market
developments with regard to the interest rate framework and applying the appropriate strategy in
each case. For those of the Group's long-term euro-denominated loans that are fixed-rate with a
floating basis linked to Euribor, the Group has examined the Euribor fluctuation curve over a five-year
horizon during which no significant risk has arisen. Given the recent developments in the markets as
well as the indications of a future increase in the base interest rate (Euribor), the companies of the
Group, in cooperation with the financial institutions that finance them, have introduced clauses in the
loan agreements that provide for the use of interest rate risk hedging products under certain
conditions.
iii) Foreign exchange risk
The Group and the Company operate in Europe and the main part of their transactions are conducted
in euros. The Group and the Company did not hold any amount of bank deposits in foreign currencies
as at 31.12.2022 , therefore is not exposed to any risk due to exchange rate fluctuations.
Therefore, due to the fact that transactions are mainly conducted in euros and also that there are no
cash balances in currencies other than the euro, there is no material foreign exchange risk for the
Group and the Company.
b) Credit risk
The credit risk of the Group and the Company as of 31.12.2022 arises from the Group's and the
Company's cash and cash equivalents, receivables mainly from customers, receivables from financial
subleases and loans granted to related parties. The Group and the Company do not create significant
concentrations of credit risk. Contracts are conducted with customers with a reduced degree of loss.
The Company constantly evaluates the creditworthiness of the customers as well as the maximum
credit limits allowed.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
26
For the Group's and the Company's receivables and loans and for information on the relevant
provision for impairment made by the Group and the Company, see related note 13 of the Financial
Statements.
The expected credit losses on the Group's and the Company's cash and cash equivalents at the
reporting date are not material as the Group and the Company cooperate only with recognised
financial institutions with high credit ratings.
c) Liquidity risk
With regard to liquidity risk, the Group and the Company are exposed to liquidity risk due to the
medium-term (2-4 years) commitments in relation to their investment program and financial liabilities.
The Management of the Group and the Company monitors on a regular basis, the liquidity of the
Group and the Company, as well as each time a future investment and/or project is considered, in
order to ensure that the required liquidity is available in a timely manner. The Group and the Company
manage the risks that may arise from a lack of sufficient liquidity by ensuring that there are always
secured bank facilities available for use, access to investment funds, but also prudent cash
management.
In note 5.1.c of the Financial Statements, the cash flows payable by the Group and the Company from
financial liabilities are presented.
C. Capital management
The Group's and the Company's objective in terms of capital management is to ensure the Group's
and the Company's ability to continue as a going concern and to provide a satisfactory return to
shareholders by pricing services in proportion to costs and maintaining an optimal capital structure.
The Management monitors debt in relation to total equity. In order to achieve the desired capital
structure, the Group and the Company may adjust the dividend, make a return of capital, or issue new
shares.
In this context, the Company, by virtue of the decision of the General Meeting of its shareholders dated
22.03.2022, decided to list all of its ordinary shares on the Regulated Market (Main Market) of the
Athens Exchange and to increase its share capital by issuing 6,538,100 new, ordinary, registered shares
with voting rights, and part of the funds raised was decided to be used, among others , for the
repayment of corporate debt and the redemption of the Company's preferred shares, see note 16 of
the Financial Statements.
In note 5.2 of the Financial Statements the leverage ratio is presented as of 31.12.2022 and 31.12.2021.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
27
CORPORATE GOVERNANCE AND SUSTAINABLE DEVELOPMENT
a) Employment
The Group does not face serious labor issues. Despite all this, the Group and in particular the Company
which mainly owns employees emphasizes the value of human resources and its continuous
improvement in all sectors. More specifically, a policy of non-discrimination and equal opportunities
is applied, regardless of gender, race, nationality, religion, handicap or any other characteristics of
employees. Below is a table with the categorization of the staff of the Group and the Company
according to the gender and age of the personnel for the year ended at 31.12.2022 and 31.12.2021.
31.12.2022
Group
Range of age
Males
Females
Total
% Males
% Females
between 20 to 30
6
6
12
50%
50%
between 31 to 40
11
8
19
58%
42%
between 41 to 50
11
7
18
61%
39%
Over 50
10
5
15
67%
33%
Total
38
26
64
59%
41%
31.12.2021
Croup
Range of age
Males
Females
Total
% Males
% Females
between 20 to 30
11
5
16
69%
31%
between 31 to 40
14
9
23
61%
39%
between 41 to 50
9
3
12
75%
25%
Over 50
8
4
12
67%
33%
Total
42
21
63
67%
33%
31.12.2022
Company
Range of age
Males
Females
Total
% Males
% Females
between 20 to 30
2
6
8
25%
75%
between 31 to 40
10
7
17
59%
41%
between 41 to 50
11
7
18
61%
39%
Over 50
8
5
13
62%
38%
Total
31
25
56
55%
45%
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
28
31.12.2021
Company
Range of age
Males
Females
Total
% Males
% Females
between 20 to 30
6
5
11
55%
45%
between 31 to 40
14
8
22
64%
36%
between 41 to 50
9
3
12
75%
25%
Over 50
6
4
10
60%
40%
Total
35
20
55
64%
36%
The Group on 31.12.2022 employed 64 employees of which 59% were men, while 41% were women
(31.12.2021: 63 employees of which 67% were men and 33% were women). The Board of Directors of
the Company consists of 9 members of which 67% were men while 33% were women, confirming the
policy of non-discrimination and equal opportunities regardless of the profile adopted by the Group.
The Group and in particular the Company have as their priorities to attract and retain human
resources characterized by integrity and professionalism by offering them equal opportunities both
in terms of remuneration and advancement opportunities.
The Group is interested in the development of employees and therefore supports the training of
employees through external educational institutions, in the context of its object and its business
activities.
b. Environmental aspects
The Group attaches particular importance to projects and actions with a high environmental impact
and low energy footprint in the context of addressing the effects of climate change, social
responsibility and participation and corporate governance (ESG) and develops, adapts and
implements all those policies that ensure this priority.
The Group reinforces its responsibility by monitoring negative impacts, developing environmental
programs, applying "Green Procurement" criteria, monitoring regulations and legislation,
incorporating environmental management standards of its partners, training and strengthening the
environmental awareness of employees and allocating the necessary resources to achieve its goals.
• Green buildings
More specifically, the Group has contracted with special consultants - researchers in order to obtain
at least the LEED Gold certification for the majority of the buildings that have been erected or will be
erected in the context of the projects that it undertakes and develops from time to time. The main
purpose is to ensure the best standards of environmental coverage for the buildings it develops,
implementing high energy efficiency properties adapted to the needs and sustainability strategy of
modern businesses. Elements that stand out are the increased energy savings, the integration of
bioclimatic elements, the addition of green surfaces with Mediterranean plants to the surrounding
area, the construction of external surfaces for pedestrians and bicycles, the excellent connection with
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
29
public transport, parking spaces with charging points electric vehicles, the construction of a rain tank
to reduce the consumption of drinking water and the highly efficient faucets.
The Group has been a pioneer in the development of certified green building projects, with the
development of the first LEED building in Greece in 2013 (KARELA OFFICE PARK building complex), a
particularly innovative achievement for that time (source: https://www.usgbc.org/ projects/karela-
office-park). The Group's increased activity in certified green buildings is evident on the official website
of the U.S. Green Building Council (“USGBC”), which is the official LEED (Leadership in Energy and
Environmental Design) certification body.
In particular, when looking for certified LEED design and construction projects in Greece (categories
"LEED Building Design and Construction_LEED BD+C), the Group holds, either as a development
company, as a project manager, or as a constructor, the highest share in the Greece. More specifically,
based on official USGBC data on 07.04.2023, there are 32 certified buildings in Greece in the
aforementioned categories, of which eleven (11) have been developed by the Company , two (2) have
been constructed by the Company, while in one (1) the Company provided project management
services. From the above it arises that the Group has been active in the development of 44% of
domestic certified projects (of the above categories). At the same time, with the aim not only of
certification but also of increased quality, all the Group's projects are at least Gold level and in addition
it has three (3) completed Platinum level projects (2 through development services and 1 through
project management services).
In the design and construction of our buildings we take into account the weather conditions and the
environment so that they have high durability and adaptability to changing conditions. Our key actions
to ensure that our buildings are sustainable include the optimal use of natural light during the day
through special brightness and presence detectors, saving energy through energy modelling, high
thermal insulation and the installation of highly efficient systems, the use of rain of water for irrigation,
the incorporation of an increased amount of environmentally friendly materials.
• Waste, sewage and water
The Group takes action to achieve a reduction in the amount of waste produced in our offices by
focusing on reducing the amount of paper, electrical appliances, plastics and batteries produced. Also,
in the development of our projects we have achieved a high diversion of all construction waste from
landfills.
In addition, the Group implements actions related to the reduction of water use outdoors by
implementing smart irrigation systems, rainwater collection and selection of endemic plants.
• Materials
Particular emphasis is placed on the use of environmentally friendly materials and cooperation with
responsible partners, with relevant standards for the supply of materials and requirements for
suppliers. The general provisions we follow include the use of products made from recyclable
materials and/or derived from recycled raw materials, the use of less packaging, the use of products
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
30
made with less harmful substances and certified ecological products and the application of criteria for
all types of equipment related to their energy efficiency.
• Energy management and carbon dioxide emissions
Energy management is an important issue for the Group. The recording and monitoring of energy
consumption is necessary for the improvement and achievement of our predetermined goals. We
apply measures aimed at the responsible use of energy and focus on the use of air conditioners,
lighting and electrical appliances. To deal with climate change, we monitor carbon emissions, set
realistic goals and plan actions to reduce them. We consider the measurement and monitoring of
carbon emissions an important element for the progress and fulfillment of our Group's goals.
EVENTS AFTER THE DATE OF THE FINANCIAL STATEMENTS
The most significant events after 31.12.2022 are the following:
- On 31.01.2023 a notarial deed of sale and purchase between the subsidiary "Alkanor S.M.S.A."
(buyer) and Folli Follie S.A. (seller) for the acquisition of building A on the former property
"MINION" in the center of Athens for a consideration of €3,030,000. It is noted that on 24.12.2021
an agreement was signed for the acquisition of buildings C, D, and E owned by the seller on the
former property "MINION" for a consideration of €18,750,000, while on the same day a notarial
preliminary agreement (with the right of self-contract) was signed, which as amended on
30.12.2022, provides for the acquisition of the seller's horizontal properties located on building
B of the "MINION" property, for the amount of €4,420,000 (of which €2,750,000 has already been
paid as an advance).
- On 04.02.2023, the Company agreed on the acquisition of a portfolio of properties (Project
Skyline). More specifically, an agreement was signed for the transfer of 65% of the share capital
of Skyline Real Estate Single Member S. A. ("Skyline") from Alpha Group Investments Ltd. of Alpha
Bank Group (the "Seller") to the investment scheme "P and E INVESTMENTS S.A" (the "Investor").
The transfer of the above shares is expected to take place within the 2nd quarter of 2023. The
Investor is 75% owned by the Dimand Group and 25% by PREMIA REAL ESTATE INVESTMENT
COMPANY. The exact consideration for the transaction will be determined upon the transfer of
Skyline's shares taking into account Skyline's financial position at that date based on the
properties owned by Skyline. It is noted that:
(a) The total value of the property portfolio was agreed to be c. €437,676,000.
(b) Under the agreement, Alpha Bank will provide Skyline with long-term financing of up to
€240,000,000.
(c) The portfolio comprises of 573 properties of various uses (offices, commercial, residential,
industrial/logistics, etc.), with a total gross area of c. 500,000 sqm, including the iconic
building complex on Aeolou and Sofokleous Streets and the building on Stadiou and Korai
Streets.
This transaction is the largest transfer of a (pure) real estate portfolio in the Greek real estate
market in recent years, and the Company expects to generate significant capital gains from the
partial development and exploitation and partial disposal of this portfolio.
- On 22.02.2023, the subsidiary Arcela Investments Limited, proceeded to the signing of a
preliminary agreement with Eurobank S.A., for the disposal of all the shares of the 100%
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
31
subsidiary, the Cypriot company Severdor Ltd. for a consideration of €74,444,444 (based on the
net asset value method, on a cash-and debt-free basis). Severdor Ltd is the sole shareholder of
Insignio S.M.S.A., which owns the land on the plot of land on 65, Kifissias Avenue in Maroussi,
where an emblematic state of the art office complex with a total area of c. 24,940 sqm. is under
construction in two buildings, in accordance with the principles of sustainability and bioclimatic
design, with a particular emphasis on a friendly, flexible and creative working environment. The
complex is to be certified according to WELL and LEED (Gold) standards, according to the
internationally recognised rating system of the American body, USGBC. The final disposal of the
shares will take place immediately after the completion of the development of the office complex
and its delivery for use to a tenant within the first half of 2024.
- On 28.02.2023, the subsidiary IQ Athens S.M.S.A. signed a contract for the acquisition of an
industrial complex (former premises of the factory of "Athenian Paper Mills") on a land plot of c.
49,340 sqm. surrounded by the streets of Chartergaton, Iera Odos and Agios Polykarpou in the
area of Votanikos, in block 35 of the Municipality of Athens. Of the total consideration of
€14,220,000, €8,280,000 was paid as an advance until 31.12.2022 based on preliminary
agreements, €500,000 was paid at the signing of the final agreement, while the remaining
amount of €5,440,000 will be paid in three instalments. According to the business plan, a modern
complex will be developed with office, retail, etc. uses, which will be designed according to the
standards of the LEED certification for high energy class bioclimatic buildings.
- On 03.03.2023, the subsidiary Hub 204 S.M.S.A. was awarded as a preferred bidder in the context
of the public tender conducted on 08.02.2023 for the acquisition of property to house the Piraeus
Judicial Services for a consideration of €80,900,000. The New Courthouse will be built on a plot
of land owned by HUB 204 S.M.S.A. in the area of Agios Dionysios of the Municipality of Piraeus,
and will have a total area of c. 36,095 sq.m. The project is aiming for LEED certification at the
Gold level, according to the internationally recognised rating system of the USGBC.
- In the context of the broader cooperation, on 28.03.2023, a common bond loan was issued
between THE ETHNIKI HELLENIC GENERAL INSURANCE COMPANY S.A., (ETHNIKI INSURACE ) as
the bondholder and the Company as the issuer, for an amount of up to €10,000,000 with a term
of 3 years and a fixed interest rate of 8% to cover working capital needs and/or the issuer's
investment program.
No other events, other than the above, have occurred since the date of the Statement of Financial
Position that would have a material impact on the financial statements.
RELATED PARTY TRANSACTIONS
All transactions with related parties have been carried out on an arm's length basis (in accordance
with the usual commercial terms for corresponding transactions with third parties). Significant
transactions with related parties, as defined by International Accounting Standard 24 "Related Party
Disclosures" (IAS 24), are described in detail in Note 31 of the Financial Statements.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
32
OTHER INFORMATION
• Securities held
On 31.12.2022 the Group and the Company did not have post-dated checks receivable and promissory
notes in the portfolio.
• Bank deposits in foreign currency
The Group and the Company on 31.12.2022 did not hold bank deposits and cash in foreign currency.
• Branches of the Company
The headquarters of the Company is located in Marousi. In addition to the headquarters, the Company
on 31.12.2022 has the following facilities:
Α/ Α
Ar e a
Use
Ad d r ess
1
Athens
Co nstruction site
M. Vassili ou a nd Stratonikis , Kerameikos
2
Athens
Ware house
Kifisias 6 5 and M a kedo nias N . H eraklion
• Research and development activity
The Group and the Company do not have a research and development department as this is not
required within the scope of their activities.
PROSPECTS FOR 2023
On 06.07.2022, the trading of the Company's shares in the regulated market of the Athens Exchange
commenced. The successful public offering resulted in the improvement of the Group's capital
structure and the reduction of the weighted average interest rate of the Group's borrowings from
19.1% to 3.2%. In addition, the Group, both through the public offering and the expansion of its
strategic cooperation with the European Bank for Reconstruction and Development (EBRD) and its
individual partnerships with domestic and foreign institutional investors, looks forward to
implementing its business strategy through the smooth implementation of its investment program
and the expansion of its portfolio, always ensuring the highest standards of environmental coverage
for the buildings it develops, implementing high energy efficiency and low energy consumption
properties, and ensuring the highest standards of environmental protection for the buildings it
develops. In particular, the Group expects:
(a) in the completion of development and the commencement of exploitation of investment and
non-investment properties of the Group,
(b) in the purchase and/or long-term lease/concession, development and utilization/exploitation of
new investment property (indicative investment property in the Municipality of Athens, the
Municipality of Amaroussi, Thessaloniki, etc.),
(c) at the commencement of the implementation of the strategic Skyline Project, with partial utilization
and exploitation and partial disposal of a portfolio of 573 properties of various uses (offices, retail,
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2022
All amounts are expressed in Euro, unless otherwise stated
33
residences, industrial facilities/logistics, etc.), with a total gross area of c. 500,000 sq.m, including
the emblematic complex of buildings on Aiolou and Sofokleous streets as well as the building on
Stadiou and Korai streets. The total value of the real estate portfolio was agreed in the amount of
c. €437,676,000, and this agreement constitutes the largest (pure) real estate portfolio transfer in
the Greek real estate market in recent years,
(d) in reaching agreements for the sale of investment property and/or participations (indicatively
under construction projects in Athens, Marousi, Paiania Attica, Thessaloniki, etc.),
(e) in claiming through public tenders, development, operation and exploitation of real estate
through Public-Private Partnerships (PPP) in collaboration with named technical companies
(indicative of PPP for the creation Innovation Center in Athens, PPP of the General Secretariat of
Infrastructure).
At the same time, Management looks forward to the continuation and undertaking of new projects for
the provision of development and/or maintenance services for the Group's properties and those of
third parties.
Finally, the Company has largely secured (subject to conditions) the equity and debt for the
implementation of its investment program and has increased its staff and staffing levels in order to
be able to meet the increased volume of business.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
34
Corporate Governance Statement
Introduction
Pursuant to art. 152 and 153 of L. 4548/2018, article 18 of L. 4706/2020, as well as the Hellenic Capital
Market Commission Letter with ref. no. 428/ 21/02/2022 to companies with securities listed on the
Athens Exchange and the relevant Questions and Answers regarding provisions of Articles 1-24 of L.
4706/2020 on corporate governance, as well as the Guidelines (Part E’) of the HCGC, the Company has
included as a specific section of the Board of Directors annual Management Report, the Corporate
Governance Statement.
In accordance with the provisions above, the Company’s Corporate Governance Statement includes
the following sections:
A. Corporate Governance Code to which the Company is subject and deviations from its Special
Practices,
B. Internal Regulation,
C. Composition and operation of the Board of Directors and Other Management, Administrative and
Supervisory Bodies,
D. Main characteristics of the Internal Audit and Risk Management System of the Company with
regards to the preparation of financial statements process,
E. Suitability Policy and Diversity Policy regarding the composition of the Management,
administrative and supervisory bodies of the Company,
F. Policies ensuring adequate information on all related party transactions,
G. Sustainable Development Policy (ESG).
It is noted that the rest of the information required by Article 4 paras. 7 and 8 of L. 3556/2007 and
Article 10 para. 1 of European Directive 2004/25/EC are included in the Explanatory Report to the
Ordinary General Meeting of Shareholders, constituting a specific section of the annual Management
Report of the Company’s Board of Directors.
A. Corporate Governance Code to which the Company is subject and deviations from its
Special Practices
I. The Company has a defined Corporate Governance framework in place, harmonized with Greek
legislation and the decisions of the Hellenic Capital Market Commission and into which recognised
practices have been incorporated, aiming to transparency and sound operation of the Company and
its Group in all its business sectors. Through its corporate structure and governance, the Company
aims to the enhancement of dialogue with its investors for the purpose of achieving the
maximisation of its long-term value for its shareholders.
The Company has adopted the Corporate Governance Code of the Hellenic Corporate Governance
Council which has been certified by the Hellenic Capital Market Commission as body of recognised
competence, in accordance with Article 17 of L. 4706/2020 and Article 4 of the Decision of the Hellenic
Capital Market Commission (Decision 2/905/3.3.2021 of the Board of Directors of the Hellenic Capital
Market Commission).
The Corporate Governance Code (hereinafter «CGC») is posted on the Company’s website
www.dimand.gr, section: About Us / Corporate Governance / Corporate Governance Code
(Corporate Governance Code).
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
35
The Company, during the period from 22.03.2022 up to 31.12.2022, in view of the listing of the
common shares on the Regulated Market (Main Market) of the Athens Stock Exchange, which took
place on 06.07.2022, fully complied with the existing legislative framework regarding the corporate
governance of companies with securities listed on a regulated market.
II. The Company adopts and complies with the special practices of the CGC, with the following
deviations regarding certain "Special Practices", provided for listed companies, which are due to the
specific characteristics, size and existing structures of the Company, and which are listed in the table
below:
Special CGC Practice
Justification of Deviation
PART A΄
1.13. The non-executive members of the Board
of Directors meet at least annually, or on an
extraordinary basis when deemed appropriate
without the presence of executive members in
order to discuss the performance of the latter.
At these meetings the non-executive members
do not act as a de facto body or committee of
the Board of Directors
The Company in its Internal Regulation regarding
the responsibilities of the non-executive
members includes the supervision of the
executive members and the control of their
performance. The practice followed by the
Company in the year 2022 is for the members of
the Board of Directors to exchange their views
during the meetings, with the aim of open
dialogue and constructive criticism of the work of
the executive members. Among the members of
the Board of Directors (executive and non-
executive) there is full transparency and
thorough discussions take place, in which the
issues presented are analysed.
However, the Company applies paragraph 5 of
article 9 of L. 4706/2020, as well as the letter of
the Capital Market Commission, number EXE -
428 - 21-02-2022 - QUESTIONS AND ANSWERS_L.
4706 AR 1-24, where in points under 20 and 21 it
is clarified that "..the will of the legislator is the
independent non-executive members of the
Board of Directors to submit in any case, jointly
or individually, reports to the General Meeting of
Shareholders of the Company." The independent
non-executive members in the content of their
report to the General Assembly include matters
on their obligations.
1.15. The Board of Directors establishes its
Operating Regulation, which describes at least
the way it meets and takes decisions and the
procedures it follows, taking into account the
relevant provisions of the Articles of Association
and the mandatory provisions of the law.
1.16. The Operating Regulation of the Board of
Directors is drawn up in compliance with the
The tenure, composition, operation,
responsibilities of the Board of Directors, as well
as the mandatory provisions of the Law on the
operation of the Board of Directors are
described in detail in the Company's Internal
Regulation, therefore it was not deemed
necessary to draw up a separate Operating
Regulation for the Board of Directors, which
would include the same references.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
36
principles of the CGC or otherwise explaining
the deviations.
1.17 At the beginning of each calendar year, the
Board of Directors shall adopt a calendar of
meetings and an annual action plan, which shall
be revised according to the developments and
needs of the company, in order to ensure the
correct, complete and timely fulfillment of its
tasks, as well as the examination of all matters
on which it takes decisions.
The Board of Directors of the Company had not
adopted a calendar of meetings for 2022, but the
convening and meeting of the Board of Directors
when the needs of the Company or the law
require it, is possible, in which case the proper
and timely fulfillment of the duties of the Board
of Directors is ensured as well as the correct and
complete information of the board about the
operation of the Company, without the existence
of a predetermined action plan. For the year
2023, by decision of the Board of Directors on
30.11.2022, the application of the Calendar of
Board (and Committees) meetings was
approved, with specific agenda and frequency of
discussion.
2.3.2. The company ensures the smooth
succession of the members of the Board of
Directors by gradually replacing them in order
to avoid a lack of management.
The term of office of the members of the Board
of Directors begins and ends at the same point
in time and is renewed accordingly. The Board of
Directors has enough members so that in the
event of an emergency departure there is no
question of a lack of management. In any case,
the Company's Internal Regulation sets the
criteria and principles for the selection,
replacement/succession or renewal of the term
of office of the members of the Board of
Directors (through the Eligibility Policy), while the
Remuneration and Nominations Committee
Charter defines and specifies the procedure
nomination of candidates in cases of expiration
of term, loss of status of a member (e.g.
resignation, death) or need to identify for the
appointment of a new member following the
evaluation process of the members of the Board
of Directors.
Finally, it is noted that in the case of independent
non-executive members, the Company keeps a
relevant file with candidates whose suitability
has been examined so that in the event of the
need to replace one of the existing members,
there is continuity and orderly succession and no
obstacle is created in the Company's
Management.
2.3.4. The company also has a succession plan
for the CEO.
Also, the Company has provided for alternatives
to ensure the smooth continuity of corporate
activity in the event of an emergency departure
of the CEO. However, it is noted that within 2023
it will approve a relevant succession plan.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
37
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 that has been awarded, due to
a violation of contractual terms or inaccurate
financial statements of previous years or
generally based on incorrect financial data,
which were used to calculate this bonus.
The Company will revise the Remuneration
Policy within 2023 and the following provision
will be included: "Any additional or extraordinary
remuneration shall be returned, provided that
after its payment it is proven that the
performance paid came from actions unfair or
inconsistent with the application of this
Remuneration Policy". Consequently, this
particular Special Practice will be covered by the
above provision of the Remuneration Policy
above.
3.3.3. The Board of Directors annually evaluates
its effectiveness, the fulfillment of its duties, as
well as its committees.
3.3.4. The Board of Directors collectively, as well
as the Chairperson, the CEO and the other
members of the Board of Directors are
evaluated annually in terms of the effective
performance of their duties. At least every three
years, this evaluation is facilitated by an external
consultant.
3.3.5. The evaluation process is headed by the
Chairperson in collaboration with the
nominations committee. The Board of Directors
also evaluates the performance of its
Chairperson, a process chaired by the
nomination committee.
3.3.15 The results of the evaluation of the Board
of Directors are disclosed and discussed in the
Board of Directors and are taken into account in
its work regarding the composition, the plan for
the integration of new members, the
development of programs and other related
matters of the Board of Directors. Following the
evaluation, the Board of Directors takes
measures to address the identified weaknesses.
3.3.16 The Board of Directors includes in the
Corporate Governance Statement a brief
description of its individual and collective
evaluation process, of the committees, as well
as a summary of any findings and corrective
actions.
The members of the Board of Directors were
elected pursuant to the decision of the
Extraordinary General Meeting dated 22.03.2022
and the decision of the Board of Directors dated
09.06.2022, which was ratified by the
Extraordinary General Meeting of Shareholders
dated 09.06.2022. Therefore, until 31.12.2022 no
evaluation had been carried out. This evaluation
process is underway and will be completed
within 2023.
B. Internal Regulation
The Company, with the decision of its Board of Directors dated 16.06.2022, has an updated Internal
Regulation.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
38
The Regulation aims to regulate the organization and operation of the Company and includes:
► The responsibilities of the members of the Company's Board of Directors.
► The organizational structure, the objects of the units, the committees of article 10 of Law
4706/2020 or other permanent committees, as well as the duties of their heads and their lines
of reference.
► The determination of the Company's departments and/or units, their purpose and their
operation in general.
► The report of the main characteristics of the Internal Control System (ICS), which includes the
units of Internal Audit, Risk Management and Regulatory Compliance.
► The process of selecting and hiring senior Management and evaluating their performance.
► The process of compliance of persons exercising managerial duties and persons having close
ties with them, with the obligations of article 19 of Regulation (EU) 596/2014.
► The process of disclosing any dependency relationship of the independent non-executive
members of the Board of Directors and the persons who have close ties with these persons.
► The process of compliance with the obligations arising from the law regarding transactions
with related parties (articles 99 to 101 of L. 4548/2018).
► The policies and procedures for preventing and dealing with situations of conflict of interest.
► The Company's compliance policies and procedures with the legislative and regulatory
provisions that regulate its organization and operation, as well as its activities.
► The Company’s procedure for managing privileged information and properly informing the
public, in accordance with the provisions of Regulation (EU) 596/2014.
► The policy and procedure for the periodic assessment of the Internal Control System (ICS) by
persons who have relevant professional experience and do not have dependent relationships,
in particular with regard to the adequacy and effectiveness of financial reporting, on a
company level as well as on a consolidated basis, as to risk management and to regulatory
compliance, in accordance with recognised assessment and internal control standards, as well
as the application of the corporate governance provisions of Law 4706/2020.
► The training policy of the members of the Board of Directors, senior Management, as well as
the other executives of the Company, especially those involved in internal control, risk
management, regulatory compliance and information systems.
► The sustainable development policy followed by the Company.
C. Composition and operation of the Board of Directors and Other Management,
Administrative and Supervisory Bodies
C.1. Composition and Operation of the Company’s General Meeting
Pursuant to the Company's Articles of Association, the General Meeting of Shareholders is the
supreme decision-making body of the Company, convened by the Board of Directors and entitled to
resolve on any matter of the Company, in which the shareholders are entitled to participate, either in
person or through of a legally authorized representative, in accordance with the currently provided
for due process.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
39
At the meetings of the General Meeting, the Chairpeseon of the Board of Directors temporarily
presides. One of the shareholders present or shareholder representatives designated by the
Chairperson fulfil temporary secretary duties. Shareholders, or some of them, can participate in the
General Meeting remotely through audiovisual or other electronic means, if the Board of Directors
convening it so resolves. The Board of Directors may at its discretion resolve that the General Meeting
will not meet at some place, rather will meet solely through participation of shareholders and other
people entitled to participate in it by law, remotely via the electronic means provided for by Article 125
of L. 4548/2018. The Board of Directors determines the details for the implementation of the above,
in compliance with current provisions and taking adequate measures so that the provisions of Article
125 para. 1 of L. 4548/2018 or any subsequent provision regulating the same matter are ensured.
C.2. Composition and Operation of the Company’s Board of Directors
The Board of Directors is the competent body that resolves on all matters concerning the
representation, administration, management and in general the pursuit of the Company's purpose,
within the limits of the law and excluding the matters on which, competent to resolve is the General
Meeting of Shareholders.
The Board of Directors effectively exercises its leadership role and directs corporate affairs for the
benefit of the Company and all shareholders, ensuring that Management follows the corporate
strategy. In addition, it ensures fair and equal treatment of all shareholders, including minority
shareholders and foreign shareholders.
According to the Company’s Articles of Association, it is managed by a BoD consisting of seven (7) to
thirteen (13) members, elected by the Ordinary General Meeting, which also determines their term of
office. The Board of Directors consists of executive, non-executive and independent non-executive
members, in accordance with L. 4706/2020 on corporate governance, as applicable. The status of the
members of the Board of Directors as executive or non-executive is defined by the Board of Directors.
The independent non-executive members are elected by the General Meeting of the Company's
Shareholders or appointed by the Board of Directors, in accordance with paragraph 4 of article 9 of L.
4706/2020, as applicable, they must not fall short of one third (1/3 ) of the total number of members
of the Board of Directors and, in any case, cannot be less than two (2). If a fraction occurs, it is rounded
to the nearest whole number.
The composition of the Company’s BoD is in accordance with the provisions of Article 5 para. 2 of L.
4706/2020. The members of the Company's Board of Directors were elected pursuant to the decision
of the Extraordinary General General Meeting dated 22.03.2022 and the decision of the Board of
Directors dated 09.06.2022, which was ratified by the Extraordinary General Meeting of Shareholders
dated 09.06.2022, with a three-year term term, which expires on 21.03.2025 and which is automatically
extended until the first Ordinary General Assembly after the end of their term. The current Board of
Directors was reconstituted in a body by the decision of the Board of Directors dated 19.12.2022 and
consists of a total of nine (9) members, namely three (3) independent non-executive members, five (5)
executive members and one (1) non-executive member. In the Board of Directors three (3) women
participate in the Company, i.e. a percentage that does not fall short of 25% of all its members in
accordance with article 3 par. 1b of L. 4706/2020.
Independent non-executive members meet the independence requirements, in accordance with the
provisions of Article 4 of L. 3016/2002 and Article 9 of L. 4706/2020, from their election until the
preparation of the present Corporate Governance Statement.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
40
Moreover, it is noted that the as above composition of the BoD is harmonised with the provisions of
the Suitability Policy of the BoD members, which was prepared in accordance with the provisions of
Article 3 of L. 4706/2020 and the guidelines of the Hellenic Capital Market Commission (Circular no.
60/18.9.2020), approved by virtue of the BoD resolution dated 22.03.2022 as well as the Extraordinary
General Meeting resolution dated 22.03.2022, and is available on the Company’s website (Suitability
Policy). Furthermore, the Remuneration and Nominations Committee, in the context of nominating
candidates, ensures that the diversity criteria concern beyond the members of the Board of Directors
and the senior Management with specific goals of representation by gender, as well as timetables for
achieving them. The overall evaluation takes into account the composition, diversity and effective
cooperation of the members of the Board of Directors for the fulfillment of their duties.
The current BoD was constituted into body at its meeting on 19.12.2022, when the representation of
the Company was also determined in accordance with Article 87 of L. 4548/2018 and Article 20 of the
Company’s Articles of Association. Without prejudice to specific resolutions that can only be passed
by the General Meeting by virtue of law or the Articles of Association, all other corporate resolutions
may be passed by the BoD. The BoD may assign some of its responsibilities to one or more BoD
members, Company employees or third persons.
Its composition is the following:
Full Name
Position in the BoD
Capacity
Gonticas Constantine, son of
Spyridon
Chairman
Independent Non-Executive
Member
Andriopoulos Dimitrios, son of
Andreas
Vice Chairman and CEO
Executive Member
Dimtsas Nikolaos– Ioannis, son of
Petros – Dimitrios
Member
CIO, Executive Member
Dagtzi – Giannakaki Despina,
daughter of Stavros
Member
Chief Legal Counsel, Executive
Member
Anastasopoulos Michael, son of
Dimitrios
Member
Chief Legal Counsel, Executive
Member
Itsiou Olga, daughter of
Anastasios
Member
COO, Executive Member
Pelidis Emmanuel (Manos), son of
Achilleas
Member
Non-Executive Member
Antonakou Panagiota (Peggy),
daughter of Leonidas
Member
Independent Non-Executive
Member
Charitos Nikolaos, son of Panagis
Member
Independent Non-Executive
Member
The Board of Directors has elected from its members the Chairperson and the Vice Chairperson and
CEO. The Vice Chairperson replaces the Chairperson, at his absence, and replaces him in his
presidential duties.
In compliance with CGC, the Board of Directors regularly monitors and evaluates its effectiveness in
fulfilling its duties, as well as that of its committees.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
41
The Remuneration Report of the members of the Board of Directors is posted on the Company's
website.
C.3 Curricula vitae of the members of the Board of Directors and Senior Management of the
Company.
Pursuant to para. 3 of Article 18 of L. 4706/2020 the curricula vitae of the Board of Directors members
and of senior Management are presented below. In particular for the members of the Board of
Directors, and with regard to the determination of time availability, the activities they carry out, have
been included, except those related to the position or capacity they hold in the Company:
Constantine Gonticas – Chairman of the BoD
Mr Gonticas is an investor through his own company Green Square Capital that manages personal
assets. Prior to his current role, Constantine was Managing Partner of Novator LLP, a family-owned
investment company specializing in direct investment in Central Europe. Whilst at Novator,
Constantine financed and managed a number of investments in Central Europe, including Play,
Poland’s leading mobile telephony company. Prior to Novator Constantine was head of investment
banking of Merrill Lynch for Central and Eastern Europe, Middle East and Africa and prior to that he
spent twelve (12) years at Credit Suisse First Boston. Mr Gonticas was one of the first finance
professionals to be active in Central Europe having been there since 1991. He has been involved with
many of the region’s largest companies both as an investor and as a banker, and he holds a Law degree
from Oxford University.
Dimitrios Andriopoulos – Vice Chairman of the BoD and CEO
Born in Patras, Mr Andriopoulos has a diverse professional background and has participated in the
top Management of many well-known organizations in the field of real estate, tourism, shipping and
F&B. More specifically, he was the Managing Director and shareholder of INTRADEVELOPMENT S.A., a
real estate development and operations company of the INTRACOM group (2003-2005), the Managing
Director of REDS SA, a real estate development company of the Ellaktor group (1998-2002), Project
Manager at Superfast Ferries S.A. (1994-1997) et.al. In 2002 Mr Andriopoulos founded DIMAND S.A.,
one of the leading companies in the field of real estate development, which carries out large-scale
projects with emphasis on modern bioclimatic office buildings, large-scale urban renovations, complex
mixed-use projects, and private sports facilities.
Nikolaos – Ioannis Dimtsas – Executive Member of the BoD and Chief Investment Officer (CIO)
Mr Dimtsas is an Electrical Engineer and Computer Engineer, a graduate of the National Technical
University of Athens, with a postgraduate degree in Business Administration (MBA) from Manchester
Business School. Mr Dimtsas has extensive experience in financial management of companies as well
as in the evaluation and implementation of investment plans and corporate transformations. In the
period between 1997 and 2002 he was the Investor Relations Officer in the listed companies ETANE
S.A. and BETANET S.A., while from 2003 to 2005 he held the position of Financial Director of
INTRADEVELOPMENT S.A. a member of the INTRACOM group. From 2005 to 2019 Mr Dimtsas was the
CFO of the Company.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
42
Despina Dagtzi – Giannakaki – Executive Member of the BoD and Chief Legal Counsel
Mrs Dagtzi – Giannakaki is a legal counsel of the Company since 2005 and head of the Legal
Department of Private Law of the Company. She started her professional career in 1985, collaborating
with law firms in Piraeus, specializing in Shipping Finance, ship sales, founding and setting up Greek
and foreign offshore companies, and more generally in Commercial and Company Law. She has
worked as a legal advisor to the companies REDS S.A. and INTRADEVELOPMENT S.A., involved in the
drawing up of commercial leases (offices and retail) as well as leisure and shopping centers and
football stadiums, having the responsibility for the drawing up of management contracts,
maintenance of facilities, drafting of regulations for the operation of shopping malls, commercial and
residential complexes, etc. She is a graduate of the Law School of the Democritus University of Thrace
and a member of the Athens Bar Association.
Michael Anastasopoulos – Executive Member of the BoD and Chief Legal Counsel
Mr Anastasopoulos is a legal advisor of the Company and head of the Legal Department of Public Law
of the Company. He is responsible for the monitoring of legal and planning issues relating to private
projects and investments, urban regeneration developments and urban interventions that the
Company encompasses in its business strategy. He has served as a member of professional bodies
and panels, and been involved in research projects and publications, focusing on environmental issues
and urban planning. He has been a member of BoDs and legal advisor to various public and private
entities, who have been involved in the management and development of real estate projects,
implementation and execution of investment plans, preparation of regeneration programs, urban and
environmental maturation, drafting of real estate legal framework and legislation and implementation
of investments for the Ministry of Culture and Sports, the Ministry of Environment and Energy, Olympic
Properties S.A., Green Fund, ETAD S.A., HELLINIKON S.A., etc. Mr Anastasopoulos is a Graduate of
Athens Law University and holds a Postgraduate Degree in Public Law.
Olga Itsiou – Executive Member of the BoD and Chief Operations Officer (COO) of the Company
Mrs Itsiou held the position of technical director of Dimand S.A., being responsible for realization and
management of all projects of the Group. She has previously worked as a Project Architect at the
architectural practice HOK International Ltd in London, as Consultant and Design Manager at REDS
S.A. of the ELLAKTOR group, and Design Manager at INTRADEVELOPMENT S.A., until joining DIMAND
S.A. in 2005. She is an Architect Engineer, a graduate of the University of Greenwich with BA (Hons)
Architecture, holds a Postgraduate Diploma in Architecture from Kingston University, and a Post-
experience Certificate in the Professional Practice of Architecture (RIBA Part 3) from Kingston
University. She is a member of the Royal Institute of British Architects in the United Kingdom (RIBA).
Emmanuel (Manos) Pelidis – Non-Executive Member of the BoD
Mr Pelidis has over forty years of professional experience in South Africa, the United Kingdom and
Greece where he settled permanently in 1988. He has served as statutory auditor to some of the
largest industrial and financial companies in Greece, as well as to companies listed in regulated
markets in the USA and various multinational companies. Through this experience he has acquired a
deep knowledge in accounting, auditing and corporate governance matters. Mr Pelidis was one of the
initial partners of Deloitte Greece and was a member of the Executive Committee of Deloitte from
1993 to 2021, as well as Chairman of Deloitte Greece from December 2015 until May 2019. He was
also a member of the Committee of Partners of Deloitte Central Mediterranean from 2015 to 2020.
Mr Pelidis holds a degree in Business, a postgraduate diploma in Accounting from Natal University in
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
43
South Africa as well as a Diploma in Corporate Governance from the Corporate Governance Institute
and is a member of the Institute of Certified Public Accountants of Greece (SOEL) and the South African
Institute of Chartered Accountants (SAICA).
Panagiota (Peggy) Antonakou – Independent Non-Executive Member of the BoD
Mrs Antonakou is the General Manager of GOOGLE Southeast Europe. She has vast experience in the
fields of Marketing and General Management, having held key positions both in Europe and the U.S.A.
She joined Microsoft in February 2012 as Sales Director and took over the leadership of the company
as General Manager in November of the same year. She later assumed an expanded responsibility as
the CEO for Greece, Cyprus and Malta. She joined Microsoft, from DELL S.A., where she held the
position of General Manager of Consumer and SMB divisions for Southeastern Europe and Italy. Mrs
Antonakou holds a BSc in Business Administration from the University of Piraeus and an MBA from
the University of Michigan.
Nikolaos Charitos – Independent Non-Executive Member of the BoD
Mr Charitos is a successful financial management executive with over 20 years of experience in senior
leadership roles in the field of finance and business administration, with direct collaboration with
boards, shareholders, financial institutions and legal advisors. His know-how, amongst others, is in the
areas of financial and strategic business planning, crisis and risk management, IFRS, financial analysis
and reporting. He started his professional career as an auditor at KPMG where he worked for over 10
years before serving in senior positions in financial services at MultiChoice Hellas and then at EI
Papadopoulos (Danone). Until recently, he served as ABB Chief Financial Officer in Russia and in the
Commonwealth of Independent States, where he was instrumental in accelerating revenue growth
through systems transformation and general business reorganization. Prior to that, he served for 8
years as ABB CFO in Greece and Cyprus. Mr Charitos holds a BSc (Hons) in Economics from Trent
University and a BSc in Economics from Carleton University in Canada.
Anna Chalkiadaki – Chief Financial Officer (CFO).
Mrs Chalkiadaki has long-standing experience in the real estate sector. In 2010, she participated in the
team that established NBG Pangaea REIC, which was later merged by way of absorption by PRODEA
Investments, in which she held the position of the Deputy CFO, and she played an important role in
the IPO of Grivalia Properties REIC. Prior to Grivalia, she worked as a senior auditor for Deloitte Greece,
providing services in the financial industry. Mrs Chalkiadaki holds a Bachelor’s Degree in Business
Economics from Anglia Ruskin University, a Master’s Degree in Finance from the University of
Manchester and a Master’s Degree in Statistics with specialization in Real Estate from the Athens
University of Economics and Business.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
44
C.4 Participation of members in companies and organisations out of the Group of the Company
Full Name
S/N
Name of legal person
Capacity
%
Participation
as
Shareholder
/ Partner
Gonticas
Constantine, son
of Spyridon
1
MILLWALL HOLDINGS PLC
Director,
Shareholder
3%
Dimitrios
Andriopoulos, son
of Andreas
1
DPN S.A.
Member of the BoD,
Shareholder
85%
2
DAMEN HOLDINGS LIMITED
Shareholder
85%
3
WISELIVE SERVICES LIMITED
Shareholder
85%
4
LANOGREBE HOLDINGS LIMITED
Shareholder
85%
5
MURRIS LTD
Shareholder
85%
6
VINEYARD S.A.
Shareholder
85%
7
DIMPER SPORTS AND EVENTS MANAGEMENT
LTD
Shareholder
100%
8
VEROZION S.M.S.A.
Member of the BoD,
Shareholder
100%
9
RAVENTUS S.A.
Member of the BoD,
Shareholder
50%
10
VLEDIA LTD
Shareholder
75%
11
SIPAURA LTD
Shareholder
75%
12
DROMEUS S.M.S.A.
Member of the BoD,
Shareholder
75%
Nikolaos – Ioannis
Dimtsas, son of
Petros – Dimitrios
1
DPN S.A.
Member of the BoD,
Shareholder
5%
2
DAMEN HOLDINGS LIMITED
Shareholder
5%
3
WISELIVE SERVICES LIMITED
Shareholder
5%
4
LANOGREBE HOLDINGS LIMITED
Shareholder
5%
5
MURRIS LTD
Shareholder
5%
6
VINEYARD S.A.
Shareholder
5%
Despina Dagtzi –
Giannakaki,
daughter of
Stavros
1
DPN S.A.
Member of the BoD
-
2
RAVENTUS S.A.
Member of the BoD
-
3
VEROZION S.M.S.A.
Member of the BoD
-
Panagiota
Antonakou,
daughter of
Leonidas
1
MYTILINEOS S.A.
Independent Non –
Executive Member of
the BoD
-
2
BLUEPIN M.ΙΚΕ
Shareholder
100%
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
45
As of 31.12.2022 the members of the BoD and senior Management of the Company below held the
following common shares issued by the Company:
Member of the BoD / Senior
Management
Number of common
shares
% of the Share Capital
Andriopoulos Dimitrios, son of Andreas
10,073,631
53.9265%
Dimtsas Nikolaos – Ioannis, son of Petros -
Dimitrios
592,673
3.1727%
Antonakou Panagiota (Peggy), daughter of
Leonidas
6,000
0.0321%
Anastasopoulos Michael, son of Dimitrios
5,000
0.0269%
Gonticas Constantine, son of Spyridon
3,300
0.0177%
Itsiou Olga, daughter of Anastasios
700
0.0037%
Pelidis Emmanuel (Manos), son of Achilleas
600
0.0032%
Charitos Nikolaos, son of Panagis
300
0.0016%
Dagtzi – Giannakaki Despina, daughter of
Stavros
120
0.0006%
Chalkiadaki Anna, daughter of Antonios
750
0.0040%
C.5. Meetings of the Board of Directors
The Board of Directors meets either at the Company's headquarters, or off-site, or by teleconference
in accordance with the Articles of Association, whenever the Law or the needs require it. During 2022,
the Board of Directors of the Company held 40 meetings, in which all the members of the Board of
Directors have attended in person (in person or via teleconference). It is noted that in addition to the
above 40 meetings, the Board of Directors took 3 decisions without a previous meeting but with
countersignatures by all members of the relevant minutes (article 94 par. 1 of L. 4548/2018).
C.6 Committees of the Board of Directors
C.6.1 Audit Committee
The Audit Committee has been established in accordance with the provisions of article 44 of
L.4449/2017, as amended by L.4706/2020 and is in force, and in particular by the decision of the
Extraordinary General Meeting of the Shareholders of the Company dated 09.06.2022, according to
which the Audit Committee was designated as a three-member committee consisting of two (2)
independent non-executive members of the Board of Directors and one (1) non-executive member of
the Board of Directors, with a term corresponding to the term of office of the members of the
Company’s Board of Directors. Subsequently, with the resolution of the BoD of the Company dated
09.06.2022, following the above decision of the Extraordinary General Meeting of the Shareholders,
the members of the Audit Committee were appointed and the constitution of the Audit Committee
into a body and the appointment of the independent non-executive member, Mr. Nikolaos Charitos,
as Chairperson was decided by the resolution of the Audit Committee dated 09.06.2022. It is noted
that the Company had established an optional Audit Committee as an independent committee on
14.2.2022.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
46
Therefore, the composition of the Company’s Audit Committee is as follows:
Full Name
Position
Capacity
Charitos Nikolaos, son of Panagis
Chairman
Independent Non – Executive Member
Gonticas Constantine, son of
Spyridon
Member
Independent Non – Executive Member
Pelidis Emmanuel, son of Achilleas
Member
Non – Executive Member
The above composition of the Audit Committee is in accordance with the provisions of article 44 of L.
4449/2017, as is force, as all the members of the Audit Committee meet the independence
requirements of article 4 of L. 3016/2002, as in force, and of article 9 of L.4706/2020, both on the date
of their election and on the date of the annual Management Report of the Board of Directors, have
sufficient knowledge in the field in which the Company operates, and at least one member of the Audit
Committee has sufficient knowledge in auditing or accounting and who must be present at the
meetings of the Audit Committee concerning the approval of the financial statements.
Specifically, according to the resolution of the Company's Board of Directors dated 09.06.2022, and
furthermore as evidenced by their CVs, it is established that they have sufficient knowledge in the
Company's field of activity (Real Estate, Real Estate Investment and Services Development). In
particular, Mr Gonticas is a Business Consultant with significant international experience in
investments and investment banking as well as structured finance, among others in the real estate
development sector (GTC/Poland, Fotex/Hungary). Mr. Pelidis has many years of knowledge and
experience in auditing and accounting, due to his capacity as a certified auditor (AM SOEL 12021) in
the audit company DELOITTE Certified Public Accountants SA for a number of years including in Real
Estate companies such as Sonae Charagioni Group and Trivillage Developments. Mr Charitos is an
economist with extensive experience in accounting and finance as he was for a number of years CFO
of ABB Russia, Greece and Cyprus with a strong presence in the area of network construction and
supplier of electrical installations in large properties, industries and infrastructures. In addition, Mr
Charitos was a manager in the audit department of the KPMG during the period 1985-1997.
The Audit Committee with the resolution dated 09.06.2022 was reconstituted into a body with its new
composition. The Audit Committee has rules of operation, which provides in details for its
composition, responsibilities and operation and is posted on the Company’s website (Audit Committee
Regulation), in accordance with applicable legislation. The current Regulation of Operation of the Audit
Committee was approved at the meeting of the Audit Committee on 14.02.2022 and with the
resolution of the Company’s Board of Directors dated 14.02.2022.
In accordance with the Audit Committee’s Regulation:
► The Committee aims to support the Board of Directors of the Company with the objective of
the more effective supervision regarding the process of mandatory audit and financial
information, the operation of the Internal Audit System (IAS) and the Corporate Governance
System (CGS), as well as in matters of sustainable development policy.
► The Committee meets at least four (4) times a year. The Committee may be convened either
by invitation or unsolicited, as long as all its members are present. The Audit Committee has a
quorum and meets validly when there is a majority of its members in the meetings that are
held either in person or remotely (via teleconference or video call), while participation by proxy
is not allowed. Decisions are taken by an absolute majority of the members present, while in
case of a tie, the vote of the President prevails. In addition, it may organize meetings with the
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
47
Head of the Internal Audit Unit, with the top Management and with the statutory auditors, as
well as with any person it deems capable of assisting in its work. The Committee prepares and
submits to the Board of Directors the Annual Activity Report, addressed to the annual General
Meeting of shareholders. When required the Committee submits extraordinary reports on
important issues.
► The main responsibilities of the Committee concern, among others, the monitoring of the
statutory audit and the review of the Company's financial statements, informing the Board of
Directors accordingly, the examination of the risks affecting the financial statements, the
selection process of the statutory auditors, accountants or audit firms and the review of their
independence. In addition, the Committee supports the Board of Directors in ensuring the
adequate and effective operation of the Company's Internal Audit System (IAS) and Corporate
Governance System (CGS), with specific responsibilities while at the same time monitoring and
inspecting the proper functioning of the Internal Control Unit, the Regulatory Compliance Unit
and the Risk Management Unit.
On an annual basis, the Committee carries out a self-evaluation of its work, its operation and the
overall qualifications of its members. The Committee’s Regulation of Operation is evaluated on a
regular basis (and at least every 3 years) regarding its appropriateness and effectiveness. If required,
it is updated and submitted to the Board of Directors for approval.
In the context of its responsibilities according to the existing legislation and its Regulation of
Operation, the Committee met seventeen (17) times during 2022. The Committee's meetings were
attended by all its members and its decisions are reflected in the relevant minutes, which are signed
by all its members. There was no disagreement on any issue..
It is noted that apart from the meetings, the member of the Committee are in regular contact and
cooperate closely and in a coordinated manner with the senior Management of the Company, the
Head of the Internal Audit Unit, the Statutory Auditors of the Company, the company “Deloitte Certified
Public Accountants S.A” (hereinafter “Deloitte”), which was appointed by the Ordinary General Meeting
of the Company’s shareholders of 07.09.2022 and the independent valuers.
Brief description of the work and activities of the Audit Committee is included in its Annual Activity
Report, which has been distinctively integrated in the Annual Consolidated Financial Report of the
Company.
C.6.2 Remuneration and Nomination Committee
The Remuneration and Nomination Committee has been established in accordance with the
requirements of the provisions of L.4706/2020 (par. 1, 2 and 3 of article 10 and articles 11 and 12), in
accordance with the resolution of the Board of Directors dated 22.03.2022 on the merger of the two
separate committees provided for in the law (Remuneration on the one hand and Nomination on the
other) and the appointment of the members of the single, newly established Committee as well as the
resolution of the Remuneration and Nomination Committee dated 09.06.2022 on its reconstitution as
a body and the appointment of independent non-executive member, Mrs Panagiota Antonakou, as its
Chairperson. The Remuneration and Nomination Committee, with its resolution dated 23.03.2022,
recommended the approval by the Board of Directors of its Regulation of Operation, which the Board
of Directors approved at its meeting on 24.03.2022. It is noted that the Remuneration Policy followed
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
48
by the Company has been approved by the decision of the Extraordinary General Assembly of the
Company dated 22.03.2022.
The Remuneration and Nominations Committee is composed by the following members:
Full Name
Position
Capacity
Antonakou Panagiota, daughter of
Leonidas
Chairperson
Independent Non – Executive Member
Charitos Nikolaos, son of Panagis
Member
Independent Non – Executive Member
Pelidis Emmanuel, son of Achilleas
Member
Non – Executive Member
The above composition of the Remuneration and Nomination Committee is in accordance with the
provisions of L.4706/2020, as in force, and all the members of the Remuneration and Nomination
Committee, in accordance with the meeting of the Company's Board of Directors on 09.06.2022, meet
the conditions of independence of article 9 of L.4706/2020, both on the date of their election and on
the Date of the annual Management Report of the Board of Directors. The term of office of the
members of the Committee will be three years, i.e. proportional to the term of office of the members
of the Board of Directors of the Company and lasts until the end of the term of the Board of Directors,
with the possibility of being extended until the first Ordinary General Meeting of shareholders, which
will be convened after the end of its tenure. Participation in the Committee does not exclude the
possibility of participation in other committees of the Board of Directors, as long as this participation
is not incompatible with the purpose of the Committee and does not affect the proper performance
of the person's duties as a member of the Committee.
The operation of the Remuneration and Nomination Committee is governed by individual Rules of
Operation which is posted on the Company’s website (Regulation of the Remuneration and
Nomination Committee) in accordance with current legislation.
In accordance with the Regulation of the Remuneration and Nomination Committee:
► The Committee meets at the invitation of its President at least 4 times a year and exceptionally
and in any case before the preparation and approval by the Board of Directors of the annual
remuneration report provided for in article 112 of L. 4548/2018. In any case, the Committee
can meet at any time even without an invitation having been sent, as long as all its members
are present and no one opposes the meeting and the taking of decisions. The CFO and the HR
Director must attend the meetings of the Committee, if duly invited. The Committee may invite
to its meetings, any member of the Board of Directors, an executive of the Company or the
Group to which the Company belongs or any other person it deems capable of assisting in its
work, provided that issues related to their own remuneration or with their own position and
development in the Company.
► The role of the Committee, on the basis of the individual responsibilities assigned to it, consists
in the assistance, help and support of the Board of Directors of the Company with regard to a)
the remuneration issues of the members of the Board of Directors and the persons who fall
under the scope of application of the remuneration policy, in accordance with article 110 of L.
4548/2018, as well as of the Company's managers, and in particular the head of the internal
control unit and in matters related to the preparation of the remuneration policy and the
remuneration report, provided by the provisions of articles 110 to 112 of L. 4548/2018 and b)
in the process of nominating candidates, in the planning of the succession plan for the
members of the Board of Directors and the senior executives, taking into account factors and
the criteria determined by the Company, in accordance with the Eligibility Policy it adopts.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
49
► The main responsibilities of the Committee are, among others, submission of proposals to the
Board of Directors regarding the Board of Directors' Remuneration Policy and the
remuneration of the persons who fall under it, supervision of its implementation, examination
of the annual remuneration report, identification of persons suitable for the BoD membership
and the implementation of the nomination procedure defined in the Regulation of Operation,
the preparation and monitoring of the implementation of the Board Member Eligibility Policy
of the Company, assistance in evaluating the body of the Board of Directors and the
performance of the CEO, monitoring of the implementation of the training process for the
members of the Board of Directors, the senior Management, as well as the other executives
of the Company.
On an annual basis, the Committee itself conducts an overview of its work and prepares a relevant
report, which submits to the Company's Board of Directors. The Regulations are revised exclusively by
decision of the Board of Directors, after a relevant recommendation by the Committee.
During 2022, the Remuneration and Nomination Committee held five (5) meetings, in which all its
members attended in person. Its decisions are reflected in the relevant minutes, which are signed by
all its members. There was no disagreement on any issue.
With reference to the actions of the Remuneration and Nomination Committee, it is noted that during
the above meetings, the Committee dealt with issues related to its responsibilities, the main ones of
which are summarized as follows:
a. Review of the Committee's Regulation of Operation and submission for approval by the
Company's Board of Directors.
b. Review of the Remuneration Policy of the Board of Directors, the Eligibility Policy of Board
Members, and the Training policy of the members of the Board of Directors, senior Management
and other executives of the Company and submission for approval by the Company’s Board of
Directors.
c. Proposal to the Board of Directors for submission for pre-approval by the Annual General Meeting
of the Company's shareholders of the annual gross remuneration for the year 2022 and the
monthly gross remuneration from 01.01.2023 until the Annual General Meeting of the year 2023
to the non-executive members of the Board of Directors.
d. Review of the budget for the training of members of the Board of Directors and employees of the
Company for 2023 and submission for approval by the Company's Board of Directors in the
context of the Company’s budget.
e. Submission of proposals to the Board of Directors regarding remuneration of persons covered by
the Remuneration Policy.
D. Main characteristics of the Internal Audit and Risk Management System of the Company
with regards to the preparation of financial statements process.
D.1 Introduction to the Internal Audit System
The BoD has established appropriate policies, so that the conduct of the internal audit of the Company
and the companies of the Group is efficient and has established the Audit Committee to supervise the
implementation of such policies.
The Audit Committee supervises internal financial audits of the Company and monitors the efficiency
of the internal audit and risk management systems of the Company and the companies of the Group.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
50
The internal audit system of the Company and the companies of the Group includes the first, second
and third line of defense as provided for by the Three Lines Model.
The first line of defense includes the Company's Departments/Divisions/Units, which are responsible
for implementing the recorded Procedures, monitoring, evaluating and minimizing the risk deriving
from their activities, in accordance with the Risk Management Strategy of the Company and the
companies of the Group and the guidelines of the Board of Directors.
Risk Management Unit and Compliance Unit constitute the second line of the Company, which support
the development of processes and safeguards and contribute to their monitoring, which are
developed and implemented by the first line, the business units. The Internal Audit Unit of the
Company constitutes the third line. This Unit operates in the manner defined by the Code of Conduct
and the International Professional Practices Framework (IPPF) of the Institute of Internal Auditors, L.
4706/2020 and the relevant decisions of the Hellenic Capital Market Commission and has its relevant
Rules of Operation. The Internal Audit Unit reports to the Board of Directors through the Audit
Committee.
D.2 Risk Management Unit
The Company's Risk Management Unit was established and operates in accordance with L. 4706/2020
following the resolution of the Company's Board of Directors dated 22.03.2022. With the resolution of
the Company’s Board of Directors of the Company dated 4.5.2022, the operation of the Risk
Management Unit was fully outsourced to a consulting company, specifically to the company Grant
Thornton.
The Risk Management Unit operates as an independent organizational unit with administrative
reporting to the CEO and operational reporting to the Audit Committee.
The Risk Management Unit is headed by the Risk Management Officer.
The Company has established the Regulation of Operation of the Risk Management Unit, which
includes in detail the responsibilities of the Unit as well as its head and the reporting lines.
The Risk Management Officer is appointed by the Board of Directors and is responsible for the
effective operation of Risk Management in the Company. The Risk Management Officer assists the
Board of Directors and the Company's Management in identifying, evaluating and dealing with those
events that may create a risk to the smooth operation of the Company.
The Risk Management Officer has indicatively the following responsibilities:
► Support of the Board of Directors in matters of risk management, controls and corporate
governance.
► Collection and coordination of the identification and identification of risks and the security
measures to limit them, from all departments, units and operations of the Company and the
companies of the Group. Their prioritization, based on the probability of their occurrence and
the effects they will cause, if they occur. In particular, it recognizes, evaluates, controls and
monitors:
o Operational Risks,
o Financial Risks,
o Strategic Risks,
o Regulatory Compliance Risks,
o Information Systems Security Risks,
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
51
o Data Protection Risks,
o Risks of the Quality Management System,
o Business Continuity Plans-BCP/ Disaster Recovery Plans – DRP.
► Formulation and recommendation to the Management, Departments, Divisions and Units of
the Company and the companies of the Group, of appropriate policies and procedures in order
for the units of the Company and the Group to recognize, assess and deal with operational
risks associated with their work, as well as the drafting of Business Continuity Plans.
► Ensuring the disclosures related to the risks during the preparation of the Annual Report
relating to the financial information of the Company and the Group.
► Prevention, treatment and suppression of possible risks related to fraud, in cooperation with
other relevant departments, divisions or services of the Company and the companies of the
Group.
► Organizing training programs related to risk management.
► Compilation of written updates to the Management on "Risk Management" issues when
required and the compilation of an annual activity report to the CEO and the Board of
Directors. through the Audit Committee, regarding the activities of the Unit, including any
proposals.
D.3 Regulatory Compliance Unit
The Company's Regulatory Compliance Unit was established and operates in accordance with L.
4706/2020 following the resolution of the Company's Board of Directors dated 22.03.2022. With the
resolution of the Company’s Board of Directors of the Company dated 04.05.2022, the operation of
the Regulatory Compliance Unit was fully outsourced to a consulting company, specifically to the
company Grant Thornton.
The Regulatory Compliance Unit operates as an independent organizational unit with administrative
reporting to the CEO and operational reporting to the Audit Committee.
The Regulatory Compliance Unit is headed by the Compliance Officer.
The Company has established the Regulation of Operation of the Regulatory Compliance Unit, which
includes in detail the responsibilities of the Unit as well as its head and the reporting lines.
The Compliance Officer is appointed by the Board of Directors and has indicatively the following
responsibilities:
► Support of the Board of Directors in matters of risk management, controls and corporate
governance.
► Monitoring of the risks of non-compliance with the legislation, both Greek and of the countries
where the Company and the Group operate and their regulatory frameworks, as well as the
monitoring of compliance with the individual regulatory provisions of entities (e.g. the Capital
Market Commission), the competent ministries (eg, Development, Finance, Environment and
Energy, etc.) as well as with the regulatory provisions of any other body affecting the operation
of the Company and the Group.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
52
► Implementation and continuous compliance, through the execution of specific audit tasks with
the:
► Regulation of Operation,
► Policies of the Company and the Group,
► Procedures of the Company and the Group,
► Directives of the Company and the Group.
► Ensuring the compliance of the content of the Annual Report regarding the financial
information of the Company and the Group, in accordance with the regulatory framework,
which is in force each time.
► Assessment of whether the internal Policies, Procedures and Directives of the Management
are consistent with the existing institutional and regulatory framework and recommendation
of any modifications whenever required.
► Prevention, treatment and suppression of possible risks related to fraud, in cooperation with
other relevant departments, divisions or units of the Company and the Group
► Update and collection of every law and decisions of the supervisory and regulatory authorities
and bodies and the development of an appropriate monitoring system for compliance with
them, in accordance with the obligations arising for the Company and the Group.
► Organization of educational programs related to regulatory compliance.
► Resolving, initially opining and referring, where there is weakness or doubt, to the Board of
Directors, issues related to the interpretation of Policies, Procedures and Directives of
Management, in particular, "Conflict of Interest" and "Related Party Transactions" issues.
► Compilation of written updates to the Management on "Regulatory Compliance" issues when
required and the compilation of an annual activity report to the CEO and the Board of
Directors, through the Audit Committee, regarding the activities of the Unit, including any
proposals.
D.4 Internal Audit Unit
The Company's Internal Audit has been operating in the Company since September 2019 and
constitutes an independent and objective certifying and consulting organizational unit, with the aim
of adding value and monitoring and improving the Company's operations. Internal Audit aims to
actively contribute to the achievement of the Company's strategic goals by adopting a systematic and
professional approach in evaluating and improving the corporate governance system, risk
management framework and internal control system of the Company.
The Company's Internal Audit Unit operates in accordance with L. 4706/2020 following the resolution
of the Company's Board of Directors dated 22.03.2022, following the relevant unanimous resolution
of the Audit Committee dated 23.03.2022.
The Head of the Internal Audit Unit is appointed by the BoD which is responsible for his/her
replacement, reports to the Audit Committee and is administratively subject to the CEO.
The Head of the Internal Audit Unit is a full-time employee of the Company, personally and functionally
independent and objective in the performance of his duties, possesses the appropriate knowledge
and relevant professional experience, meets the independence criteria provided for in Article 9 of
L.4706/2020 and does not have close ties with any member of the Board of Directors of the Company,
as well as any company of the Group, or a member with the right to vote in committees of a permanent
nature.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
53
The Company has established Rules of Operation of the Internal Audit Unit, in which the
responsibilities of the Unit are included in detail as well as those of its head and the report lines.
D.5 Main characteristics of the Internal Audit System and Risk Management in relation to the
process of the financial statements
The Company's Board of Directors maintains an effective internal audit system, with the aim of
safeguarding the assets of the Company and the Group, as well as identifying and addressing of the
most significant risks. It monitors the implementation of the corporate strategy and reviews it
regularly. It regularly reviews the main risks that the company faces and the effectiveness of the
internal audit system, in terms of managing these risks. The review is considered to cover all material
audits, including financial and operational audits, compliance audit, and risk management system
audits.
The Board of Directors of the Company, supported by its Committees, within the framework of
reviewing the corporate strategy and main business risks, adopts suitable policies aiming to
safeguarding sufficient and efficient internal audit system for the Company and the Group. The
Management is responsible for developing and integrating suitable auditing mechanisms and
processes depending on the nature of works and risks taken, evaluation of weaknesses arising and
taking necessary corrective measures.
D.6 Code of Business Conduct and Ethics
The Company has entered into force a Code of Professional Conduct and Ethics (published on the
Company’s website), which inter alia provides for safeguards for the protection of the Company and
its Group’s reputation and assets.
D.7 Information systems
The Company operates information systems to support its corporate purposes by following security
procedures and in particular: creation of backup copies (daily, monthly and annually), restore process,
disaster recovery plan, incident log file, as well as antivirus security, email security and firewall.
Also, the Company was certified on 23.01.2023 for the information security management system it
implements according to the ISO/IEC 27001:2013 standard. This certification is the result of the
independent audit and evaluation process, which was carried out by EUROCERT S.A. and certified that
all specifications are met, based on the standard. With the ISO 27001:2013 certification, the Company
adopts the strict requirements of the international information security management system
standard. The certification is a practical recognition of the Company's commitment to continuous
development and evaluation of its processes, to the application of high quality standards in its
services, as well as to its commitment to the secure management of the data of its customers and
partners
D.8 Monitoring
Reports are regularly (at least on a three-month basis) submitted to the Management of the Company,
the Audit Committee and the Board of Directors regarding the Group’s activities and its financial
performance.
The Audit Committee supervises the financial reporting process and assists the Board of Directors on
relevant matters. In particular, the Audit Committee has responsibilities with regards to the financial
statements and relevant notifications of the Group and Company such as, but not limited to:
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
54
• monitors the processes of preparing the annual and interim consolidated and individual financial
statements of the Company, as well as any other financial notifications published.
• reviews the consolidated and individual financial statements prior to their submission for approval
to the Board of Directors and expresses its opinions to it.
• supervises matters of compliance of the Company with its regulatory obligations.
• cooperates with the statutory auditor and the internal audit, in order to evaluate the efficiency of
the Company’s works and submits recommendations for the improvement of the monitoring
framework, as required.
D.9 Results of the Internal Audit System’s evaluation process in accordance with article 14, par.
3 section j and par. 4 of L. 4706/2020 and the relevant decisions of the of the Capital Market
Commission’s Board of Directors
The Company, by decision of its BoD, assigned to ERNST & YOUNG (Greece) Certified Auditors
Accountants S.A. the assessment of the adequacy and effectiveness of the Internal Audit System of
the company DIMAND S.A. and its significant subsidiary ARCELA IVESTMENTS LIMITED, with reference
date of 31 December 2022, in accordance with the provisions of section j of par. 3 and par. 4 of article
14 of L. 4706/2020 and decision 1/891/30.09.2020 of the Capital Market Commission’s Board of
Directors as applicable (the "Legislative Framework").
The assurance was carried out in accordance with the audit program included in the decision of the
Hellenic Accounting and Auditing Standards Oversight Board (HAASOB), number 040/2022 and the
International Standard on Assurance Engagement 3000 "Assurance Engagements other than Audits
or Reviews of Historical Financial Information".
Evaluation of the Internal Control System was successfully completed in March 2023 and covered the
defined objects in the Decision 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital
Market Commission. The Report of the Evaluation of the Adequacy and Effectiveness of the Internal
Control System dated 30.03.2023 is signed by the Certified Public Accountant, Ms. Eleonora Sheka,
with S.O.E.L. No. 50131.
Based on the work carried out by the evaluator regarding the assessment of the adequacy and
effectiveness of the Company’s Internal Audit System and its significant subsidiary, we report that no
material weaknesses were identified. More specifically, the conclusion contained in the above
mentioned evaluation report on the adequacy and effectiveness of the Internal Control System states
the following:
"Based on our work performed, as described above under "Scope of Work Performed", and the
evidence obtained, on our assessment of the adequacy and effectiveness of the Company's and its
significant subsidiary's Internal Control System as at the reporting date of 31 December 2022, nothing
has come to our attention that might be considered a material weakness in the Company's and its
significant subsidiary's Internal Control System in accordance with the Regulatory Framework."
The same report on "Scope of Work Performed" states the following: "Our work covers only the
assurance procedures set out in the Programme, as formulated to assess the adequacy and
effectiveness of the Company's and its significant subsidiary's Internal Control System in accordance
with the Regulatory Framework as at 31 December 2022, in order to identify any material weaknesses
in the Internal Control System. A material weakness in the Internal Control System is a deficiency or a
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
55
combination of deficiencies in the Internal Control System safeguards that relates to their design
adequacy or effectiveness such that there is a reasonable possibility that a significant risk, identified
by the Company's management (in accordance with the requirements of the Regulatory Framework),
related to the operation of the Company and its significant subsidiary will not be prevented or
detected in a timely manner.
The scope of the assessment has been decided by the Board of Directors of the Company, as per the
Company's recorded policy in its Operating Regulations."
E. Suitability Policy and Diversity Policy in the composition of administrative, management and
supervisory bodies of the Company
The Company has established a Suitability Policy of the members of the Board of Directors, in
accordance with the provisions of article 3 of L. 4706/2020 and the Guidelines of circular no. 60 of the
Hellenic Capital Market Commission. The Policy was approved by the resolution of the Board of
Directors dated 22.03.2022. and subsequently with the resolution of the Extraordinary General
Meeting of the Company's Shareholders dated 22.03.2022 and it becomes effective from the date of
its approval by the General Meeting, and this also applies to any material amendment thereof.
The Policy ensures qualitative staffing, more efficient operation and achievement of the role of the
Company’s BoD based on the overall strategy, as well as medium and long-term business purposes of
the Company aiming to ensuring and promoting its interests.
It includes the principles concerning the selection or replacement of the members of the Board of
Directors and the renewal of the term of office of the existing members, the criteria for the evaluation
of the collective and individual suitability of the members of the Board of Directors.
In addition, the Company has adopted diversity principles and criteria in the context of evaluating the
suitability of candidates before their selection as members of the Board of Directors, which are
analyzed within the Suitability Policy. Additionally, issues of diversity in the composition of the
management, administrative and supervisory bodies of the Company are provided for in the Code of
Professional Conduct and Ethics that the Company has adopted. Based on the above Code,
discriminatory behavior on the basis of gender, age or any other characteristic is not permitted,
amongst others. The same principle is also adhered to with respect to the composition of the
administrative, management and supervisory bodies of the Company, taking into account, however,
the regulatory framework to which the Company is subject, due to which specific suitability criteria
must be met by, inter alia, the members of the Company’s Board of Directors. In general, it is the firm
policy of the Company to grant equal opportunities of development and promotion with the sole
criterion of suitability.
F. Policies ensuring adequate information on all related party transactions
The Company, with the resolution of the Board of Directors dated 24.03.2022, has established a
“Process for the Compliance with the obligations arising from Articles 99 to 101 of L. 4548/2018,
regarding related party transactions, which has as a purpose the recording the actions performed in
relation to the monitoring of the Company’s related party transactions and their proper notification
to the Company’s competent bodies and shareholders.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
56
The Company within the framework of its activities may execute capital, as well as commercial related
party transactions.
The relevant process applies to the Company and its Greek Group subsidiaries. For the Company’s
related party transactions special contracts with terms not affected by their “intra-group” and overall
corporate relationship, rather protect the Company and shareholders’ interests (arm’s length
transactions) are executed and all necessary legislative requirements, including those of Articles 99 et.
seq. of L.4548/2018 are adhered to. Company’s related party transactions, as well as guarantee and
security provision to third persons in favor of these parties, within the meaning of Articles 99-101 of
L.4548/2018 are allowed and valid solely upon their approval by the Board of Directors or the General
Meeting (as per the Law) and provided the requirements of L. 4548/2018 are met. The above
restriction applies with some exceptions which are analysed in the process.
Additionally, the Company has included and provided for a process regarding identification and
monitoring of related party transactions, all competent bodies involved, such as the Financial
Directorate and Internal Audit Unit, notifications that must take place and approval of related party
transactions.
G. Sustainable Development Policy (ESG)
The Company, with the decision of the Board of Directors dated 24.03.2022, has prepared a
Sustainable Development Policy, which summarizes its commitment to responsible management of
the economic, social and environmental impacts, resulting from all of its activities, to its stakeholders,
as well as more broadly, towards the economy, society and the environment, with the aim of reducing
any negative effects (e.g. greenhouse gas emissions) and increasing positive effects (e.g. job creation),
in the framework of the United Nations Sustainable Development Goals.
Within 2022 the Company published the Environmental, Social and Governance (ESG) Report for the
period from 1.1.2021 to 31.12.2021. The following standards and frameworks were taken into account
for the preparation of the report: Global Reporting Initiative (GRI) Standards: Core Option,
Sustainability Accounting Standards Board (SASB) for Real Estate Owners, Developers and Investment
Trusts, Athens Stock Exchange (ATHEX) ESG Reporting Guide 2022 and Global Real Estate Sustainability
Benchmark (GRESB) Reference Guide.
The first ESG report presents the Company’s approach, actions and performance across a vast array
of nonfinancial aspects. Sustainable development is at the heart of the Company’ business model as
Management strives to create fairly distributed and long-lasting value for the Company, business
partners and the society in which the Company operates. The scope of the report is to demonstrate
the responsible manner in which the Company operates across the wider ESG spectrum, increasing
transparency, and reinforcing the trust of the stakeholders in the Company’s philosophy and actions.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
57
Finally, it should be noted that in December 2022 the Company's shares, which are listed on the Athens
Stock Exchange since 07.07.2022, were included in the ATHEX ESG Index, which monitors the stock
market performance of companies listed on ATHEX that adopt and promote their environmental,
social and corporate governance (ESG) practices.
Maroussi, 11.04.2023
The Vice Chairman of the BOD
and CEO
The Executive Member of the
BOD
The Non Executive Member of
the BOD
Dimitrios Andriopoulos
Nikolaos-Ioannis Dimtsas
Emmanuel Pelidis
Annual Activity Report of the Audit Committee of the Company for the year 2022
All amounts are expressed in Euro, unless otherwise stated
58
Annual Activity Re port of the Audit Commi tee
Annual Activity Report of the Audit Committee of the Company
“DIMAND SOCIETE ANONYME – DEVELOPMENT AND EXPLOITATION OF REAL ESTATE AND
CONSTRUCTIONS, SERVIVES AND HOLDING”
This Activity Report of the Audit Committee (hereinafter “Committee”) of the Company “DIMAND
SOCIETE ANONYME – DEVELOPMENT AND EXPLOITATION OF REAL ESTATE AND CONSTRUCTIONS,
SERVIVES AND HOLDING” with the distinctive title «DIMAND S.A.» (hereafter «Company») refers to the
financial year 2022 and has been prepared in accordance with the provisions of Article 44 of L.
4449/2017 as amended by Article 74 of L. 4706/2020. The purpose of this report is to present a brief
but overall picture of the Committee’s work, during the financial year 2022.
1. Purpose and Responsibilities
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 process and information
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 the
compliance of the Company with the legal, institutional and regulatory framework that govern its
operation and d) ensuring and supervising the growth and implementation of a suitable and efficient
Internal Audit System.
The responsibilities and operation of the Committee for the fulfilment of its purpose are described in
detail in its current Rules of Operation, which has been posted on the Company’s website (Audit
Committee Charter) in accordance with current legislation.
2. Composition
The Audit Committee has been established in accordance with the provisions of article 44 of
L.4449/2019, as amended by L.4706/2020 and in force. The type, the composition and term of office
were determined by virtue of the resolution of the Ordinary General Meeting of the Company’s
Shareholders dated 09.06.2022. In particular, a committee of the Board of Directors was designated,
consisting of three (3) members of the Board of Directors, two (2) independent non-executive
members and one (1) non-executive member, in accordance with the criteria of article 9 of L.
4706/2020, and with a term similar to the term of office of the members of the Company's Board of
Directors, which lasts until the end of the term of the Board of Directors (21.03.2025), with the
possibility of being extended until the first Ordinary General Meeting, which will be convened after its
end. Subsequently, with the resolution of the Board of Directors of the Company dated 09.06.2022,
following the above decision of the Extraordinary General Meeting of the Shareholders, the members
of the Audit Committee were appointed and with the resolution of the Audit Committee dated
09.06.2022, Audit Committee was constituted into a body and the independent non-executive
member, Mr. Nikolaos Charitos, was appointed as Chairperson. It is noted that the Company had on
its own initiative has established an Audit Committee since 14.2.2022, which had operated as an
independent committee until 22.03.2022, when it was converted into a committee of the Board of
Directors by virtue of a decision of the Extraordinary General Meeting of the Company’s shareholders.
Annual Activity Report of the Audit Committee of the Company for the year 2022
All amounts are expressed in Euro, unless otherwise stated
59
Therefore, the composition of the Company’s Audit Committee is as follows:
Full Name
Position
Capacity in the Board of Directors
Charitos Nikolaos, son of Panagis
Chairman
Independent Non – Executive Member
Gonticas Constantine, son of Spyridon
Member
Independent Non – Executive Member
Pelidis Emmanuel, son of Achilleas
Member
Non – Executive Member
Each member of the Committee meets the requirements provided for by the current regulatory
framework necessary for its appointment in the Committee.
In particular, the members of the Committee have sufficient knowledge in the Company’s business
(Real Estate, Real Estate Holding and Development), while in their majority they are independent of
the Company, within the meaning of the provisions of paras. 1 and 2 of Article 9 of L. 4706/2020
Out of the Committee members, Messrs Nikolaos Charitos and Emmanuel Pelidis have adequate
knowledge in auditing and/or accounting and Mr Nikolaos Charitos, being independent of the
Company, is the member that will be obligatorily present in the Committee meetings regarding
approval of the financial statements.
Curricula vitae of the members of the Committee have been posted on the Company’s website
(Curricula Vitae)
3. Meetings
The Committee meets at least four (4) times per year. The Chairperson of the Committee decides on
the frequency and schedule of the meetings. The statutory auditors are entitled to request a meeting
with the Committee if they consider this to be necessary.
The Committee met seventeen (17) times during 2022. Also within 2023 and until the approval by the
Board of Directors of the annual financial statements, the Committee met four (4) times. All of its
members participated in the Committee meetings and its resolutions are reflected in the relevant
minutes, signed by all its members. was no disagreement on any item..
It is noted that apart from the meetings, the members of the Committee are in regular contact and
cooperate closely and in a coordinated manner with the senior Management of the Company, the
Head of the Internal Audit Unit, the Statutory Auditors of the Company, the company “Deloitte Certified
Public Accountants S.A.” (hereinafter “Deloitte”), which was appointed by the Ordinary General
Meeting of the Company’s shareholders of 07.09.2022, and the independent valuers.
4. Activities of the Committee for the year 2022 until the approval by the Board of Directors
of the annual financial statements
The Committee at the above meetings, dealt with matters within its competence and in particular:
Annual Activity Report of the Audit Committee of the Company for the year 2022
All amounts are expressed in Euro, unless otherwise stated
60
Α. Statutory audit / Financial Reporting process
• Monitored, reviewed and evaluated the process of financial reporting preparation in terms of its
accuracy, completeness and consistency. In particular, the Committee reviewed and evaluated the
annual and periodical, individual and consolidated, financial statements and financial reports in
accordance with the applicable accounting standards, in terms of 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 addition, the Committee verified the
compliance with their publicity rules, as well as the possibility of direct, uninterrupted access to
them. In accordance with the above, the Committee confirmed the Company's compliance with
the relevant laws and regulations governing the issuance and disclosure of the financial
statements.
• Cooperated with the competent executives of the Financial Services Directorate of the Company
and the Statutory Auditors, in order to be informed and confirm the adequacy and efficiency of
the processes of preparing the financial statements and any other financial notifications
published.
• Was updated by the statutory auditors on the annual program of statutory audit of the financial
statements of the Company and the Group for the year 2021 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 of the Group.
• Was informed by the statutory auditors that from their audit for 2021, they did not find risks of
material error in the individual and consolidated financial statements, due to either fraud or error
nor was there a finding having material impact on the financial statements and smooth operation
of the Company.
• Recommended to the Board of Directors, by submitting relevant recommendation, the
appointment of Deloitte as statutory auditor for the financial year 2022. Moreover, the Committee
submitted relevant recommendation to the Company’s Board of Directors for the determination
of the aggregate remuneration of the auditing company Deloitte for the financial year 2022.
• Was updated by the statutory auditors on the annual program of statutory audit of the financial
statements of the Company and the Group for the year 2022 prior to its implementation, and
evaluated it, certifying that this would cover the major audit fields and systems on financial
reporting, taking into consideration the main sectors of business and financial risk of the Group.
• Was informed by the statutory auditors that from their audit for 2022, they did not find risks of
material error in the individual and consolidated financial statements, due to either fraud or error
nor was there a finding having material impact on the financial statements and smooth operation
of the Company.
• Confirmed the independence of the statutory auditor, the objectivity and effectiveness of the audit
process, based on the relevant professional and regulatory requirements. The statutory auditor
in this context was called by the Committee, before which the auditor confirmed his independence
and the non-existence of any external direction or directive or recommendation during the
exercise of his duties. Monitoring and ensuring the completeness, objectivity and effectiveness of
the audit by the regular auditor is a key priority of the Committee.
Annual Activity Report of the Audit Committee of the Company for the year 2022
All amounts are expressed in Euro, unless otherwise stated
61
• Updated the Board of Directors on the external audit results.
It is noted that in 2022 and within 2023 until the approval by the Board of Directors of the annual
financial statements, the Audit Committee met five (5) times with the external auditors, overseeing the
process of the relevant audit of the financial statements.
B. Internal Audit System and Risk Management / Internal audit
The Committee:
• Monitored and reviewed the proper operation of the Internal Audit Unit in accordance with
international standards on professional implementation of internal audit, as well as applicable
legal and regulatory framework and evaluated its work, adequacy and efficiency, without
breaching its independence.
• Was informed in writing on the annual audit program of the year 2022 of the Internal Audit Unit,
is amendments and the annual audit program of the year 2023. The Committee, prior to the
implementation of the program, evaluated it, taking into consideration the main sectors of
business and financial risks as well as the results of the previous internal audits and expressed its
opinion.
• Received from the Internal Audit Unit, reviewed and evaluated the three-monthly activity reports
of the Unit, as well as the reports on the audits conducted based on the approved annual audit
program. Moreover, the Committee informed the Board of Directors on their content,
communicating its opinions thereon.
• Was informed by the Internal Audit Unit on the progress of corrective actions regarding previous
audits’ identified weaknesses.
• Approved the work program of the Regulatory Compliance Unit (external consultant - Grant
Thornton) for the year 2022, evaluated and approved the Unit’s reports and approved program
for the year 2023. Moreover, the Committee informed the Board of Directors on their content.
• Approved the work program of the Risk Management Unit (external consultant - Grant Thornton)
for the year 2022, evaluated and approved the Unit’s progress reports as well as the compilation
of the Company’s risk register and approved the work program for the year 2023. Moreover, the
Committee informed the Board of Directors on their content.
• Evaluated the main risks and uncertainties of the Company mainly through the programming of
the internal and external audit work
• It recommended to the Board of Directors, submitting a relevant proposal, the appointment of
“Ernst & Young (Greece) Certified Auditors Accountants S.A.” (hereinafter “EY”) as the independent
evaluator regarding the evaluation of the Internal Audit System based on the requirement of L.
4706/2020. Furthermore, the Committee submitted a relevant proposal to the Company's Board
of Directors for the determination of EY's fee for the provision of the above service.
• Evaluated and recommended to the Remuneration and Nomination Committee the modification
of the terms of employment of the Head of the Internal Audit Unit, in compliance with the
Company's Remuneration Policy according to article 110 of L. 4548/2018, which has been
approved by the Extraordinary General Meeting of the Company’s shareholders on 22.03.2022.
• Was informed by the independent evaluator, EY, regarding the assessment of the adequacy and
effectiveness of the Internal Control System of the Company and its significant subsidiary, Arcela,
and that no material weaknesses were identified.
Annual Activity Report of the Audit Committee of the Company for the year 2022
All amounts are expressed in Euro, unless otherwise stated
62
C. Other matters
The Audit Committee in the context of the Corporate Governance Law 4706/2020:
• Approved and recommended to the Board of Directors for approval the Regulation of Operation
of the Company's Internal Audit Unit and the Internal Audit Unit Procedures Manual
• Approved and recommended to the Board of Directors for approval the Risk Management Unit’s
Regulation of Operation, the Risk Management Unit Procedures Manual and the Risk Management
Policy.
• Approved and recommended to the Board of Directors for approval the Regulation of Operation
of the Regulatory Compliance Unit.
The Committee recognises the constant and timely update that its members receive from the Internal
Audit Unit in every meeting regarding the conduct of internal audits, their progress and results
ensuring compliance of the Company with the required processes
In accordance with the above, the Committee found the adequate and constant update from the
internal and external audit of the Company through their notes and suggestions, for ensuring the
smooth operation of the Company
The cooperation of the Committee with the Company’s Management, the Head of the Internal Audit
Unit and the Statutory Auditors was completely satisfactory and no problem in its operation arose.
During the exercise of its work, the Committee had and has unhindered and full access to all the
information it needs, while the Company provides the Committee with the necessary infrastructure
and spaces to effectively perform its duties.
5. Sustainable Development Policy (ESG)
In accordance with article 44 par. 1 point i of L. 4449/2017, the Audit Committee's annual report
includes a description of the sustainable development policy followed by the Company.
The Company, with the decision of the Board of Directors dated 24.03.2022, has prepared a
Sustainable Development Policy, which summarizes its commitment to responsible Management of
the economic, social and environmental impacts, resulting from all of its activities, to its stakeholders,
as well as more broadly, towards the economy, society and the environment, with the aim of reducing
any negative effects (e.g. greenhouse gas emissions) and increasing positive effects (e.g. job creation),
in the framework of the United Nations Sustainable Development Goals.
Within 2022 the Company published the Environmental, Social and Governance (ESG) Report for the
period from 1.1.2021 to 31.12.2021. The following standards and frameworks were taken into account
for the preparation of the report: Global Reporting Initiative (GRI) Standards: Core Option,
Sustainability Accounting Standards Board (SASB) for Real Estate Owners, Developers and Investment
Trusts, Athens Stock Exchange (ATHEX) ESG Reporting Guide 2022 and Global Real Estate Sustainability
Benchmark (GRESB) Reference Guide.
Annual Activity Report of the Audit Committee of the Company for the year 2022
All amounts are expressed in Euro, unless otherwise stated
63
The first ESG report presents the Company’s approach, actions and performance across a vast array
of nonfinancial aspects. Sustainable development is at the heart of the Company’ business model as
Management strives to create fairly distributed and long-lasting value for the Company, business
partners and the society in which the Company operates. The scope of the report is to demonstrate
the responsible manner in which the Company operates across the wider ESG spectrum, increasing
transparency, and reinforcing the trust of the stakeholders in the Company’s philosophy and actions.
Finally, it should be noted that in December 2022 the Company's shares, which are listed on the Athens
Stock Exchange since 07.07.2022, were included in the ATHEX ESG Index, which monitors the stock
market performance of companies listed on ATHEX that adopt and promote their environmental,
social and corporate governance (ESG) practices.
Maroussi, 11.04.2023
The Chairman
The members
Nikolaos Charitos
Emmanuel (Manos) Pelidis
Constantine Gonticas
Supplementary Report of the Board of Directors for the year 2022
All amounts are expressed in Euro, unless otherwise stated
64
Supplementary Report
Supplementary Report
To the Annual General Meeting of the Company's Shareholders
“DIMAND SOCIETE ANONYME – DEVELOPMENT AND EXPLOITATION OF REAL ESTATE AND
CONSTRUCTIONS, SERVIVES AND HOLDING”
in accordance with Article 4 of Law 3556/2007
According to article 4 of Law 3556/2007, companies whose shares are listed on a regulated market in
Greece, in this case on the Athens Stock Exchange, are obliged to submit a supplementary report to
the Annual General Meeting of Shareholders with detailed information on specific issues. This
supplementary report of the Board of Directors to the Ordinary General Meeting of Shareholders of
the Company contains detailed information regarding these matters.
Α) Structure of the Company's share capital.
The share capital of the Company as of 31 December 2022 amounted to €934,015 divided in total into
18,680,300 ordinary registered shares with voting rights, with a nominal value of €0.05 each.
The Company's shares are listed and traded on the Main Market of the Athens Exchange.
Each share carries with it all the rights and obligations defined by the Law and the Company's Articles
of Association.
Β) Restrictions on the transfer of shares of the Company.
The transfer of the Company's shares is carried out as required by the Law and there are no
restrictions on the transfer of shares under the Company's Articles of Association.
It is noted that according to the Prospectus dated 23.06.2022, in the context of the Public Offer of the
Company's shares, the shareholders Mr. Andriopoulos Dimitrios, Panagiotidis Panagiotis and Dimtsas
Nikolaos-Ioannis declared that for a period of one hundred and eighty (180) calendar days from the
date of commencement of trading of the Shares (06.07.2022), i.e. until 02.01.2023, will not, individually
or jointly, directly or indirectly, make any disposition, sale or pledge of Shares, agree to issue, dispose
of, sell, directly or indirectly, Shares or other securities convertible or exchangeable for Shares, agree
to issue, dispose of, dispose of, sell or exercise options over Shares and will not enter into any
agreement in general relating to the direct or indirect disposal of rights over Shares, including those
granted or arising from a contract of a financial instrument (derivative or otherwise).
Refer also to point F below.
C) Significant direct or indirect participations within the meaning of the provisions of articles 9
to 11 of Law 3556/2007.
Below is a list of shareholders who held more than 5% as of 31 December 2022:
Full name
No. of Shares
%
Andriopoulos Dimitrios
10,073,631
53.926%
Panayiotis Panayiotides
1,185,345
6.345%
LATSCO HELLENIC HOLDINGS S.A R.L.
1,000,000
5.353%
Supplementary Report of the Board of Directors for the year 2022
All amounts are expressed in Euro, unless otherwise stated
65
D) Holders of any type of shares conferring special control rights and a description of the rights
involved.
According to the Company's Articles of Association, there are no shares of the Company which confer
special control rights to their holders.
Ε) Restrictions on voting rights.
The Company's Articles of Incorporation do not provide for any restrictions on the voting rights
attached to the Company's shares.
F) Agreements between shareholders which are known to the Company and which involve
restrictions on the transfer of shares or restrictions on the exercise of voting rights.
The Company is not aware of any shareholder agreements that involve restrictions on the transfer of
its shares or restrictions on the exercise of voting rights attached to its shares.
G) Rules for the appointment and replacement of members of the Board of Directors and
amendment of the Articles of Association
The rules provided for in the Company's Articles of Association for the appointment and replacement
of members of the Board of Directors and for the amendment of the Company's Articles of Association
do not differ from those provided for in Law 4548/2018, as amended.
Η) Authority of the Board of Directors or certain members of the Board of Directors to issue
new shares or to purchase treasury shares
The Board of Directors has no authority to issue new shares or to purchase own shares.
There is no pending resolution of the General Meeting of Shareholders of the Company to issue new
shares.
Pursuant to the provisions of article 49 of Law 4548/2018, as amended, following approval by the
General Meeting of Shareholders, the Company, under the responsibility of the Board of Directors,
may acquire, through the Athens Exchange, its own shares, provided that the nominal value of the
shares acquired, including the shares previously acquired and retained by the Company, does not
exceed 10% of its paid-up share capital.
The Annual General Meeting dated 07.09.2022 passed a resolution for the acquisition by the Company
of up to one hundred and fifty thousand (150,000) treasury shares (common registered shares with
voting rights), in accordance with paragraphs 1 and 3 of article 49 of Law no. 4548/2018, with a
minimum acquisition value of EUR 10.00 per share and a maximum acquisition value of EUR 17.50 per
share, and the free allocation of these shares to members of the Board of Directors and/or the
Company's staff, including freelancers or self-employed persons who provide services exclusively to
the Company on a continuous basis and whose insurance contributions are paid by the Company, in
accordance with the provisions of article 114 of Law 4548/2018. The shares will be distributed free of
charge to the beneficiaries with a six (6) month retention obligation. The acquisition and allocation of
the treasury shares to the beneficiaries will be carried out until 30.06.2023, in a one-off manner, a
period which constitutes the period for which the approval of the acquisition of the treasury shares is
Supplementary Report of the Board of Directors for the year 2022
All amounts are expressed in Euro, unless otherwise stated
66
granted pursuant to article 49 par. 1 of Law 4548/2018. This free allocation is considered a voluntary
provision, paid out of the Company's freedom, subject to the Company's right to revoke, modify or
cancel it at any time and/or not to repeat it in the future, without prejudice to the exercise of the
Company's right of revocation, without prejudice to any rights acquired by the Company. The General
Meeting further authorized the Board of Directors to determine the beneficiaries and/or their classes,
the terms and criteria for the allotment, the allotment procedure, and any other relevant conditions
for the implementation of the above, as well as to take any action required to implement the
acquisition of treasury shares and their free allocation as described above.
I) A significant agreement entered into by the Company that becomes effective, is amended or
terminates in the event of a change in control of the Company following a public offering and
the effects of such agreement.
The Company has not entered into any such agreement.
J) Any agreement that the Company has entered into with its directors or employees that
provides for severance pay in the event of resignation or dismissal without just cause or
termination of their term of office or employment due to the public offering.
The Company does not have any agreements with its directors or personnel that provide for the
payment of compensation, specifically in the event of resignation or dismissal without just cause or
termination of their term of office or employment due to a public offering.
Maroussi, 11.04.2023
The Vice Chairman of the BOD
and CEO
The Executive Member of the
BOD
The Non Executive Member of
the BOD
Dimitrios Andriopoulos
Nikolaos-Ioannis Dimtsas
Emmanuel Pelidis
Statement of Financial Position
as at December 31, 2022
All amounts expressed in €, unless otherwise stated
The accompanying notes on pages 73-167 form an integral part of the Annual Financial statements.
67
Annual Financial Statemen ts
Statement of F inancial Posit ion
Group
Company
Note
31.12.2022
31.12.2021
31.12.2022
31.12.2021
ASSETS
Non-current assets
Investment property
7
895,000
732,500
Property and equipment
8
583,827
625,181
Intangible assets
9
9,009
7,375
Financial assets at fair value through other
comprehensive income
10
101,676,335
59,243,990
Financial assets at fair value through profit or
loss
10
7,179,944
3,857,446
Investments in Joint Ventures accounted for
using the equity method
11
-
-
Deferred tax assets
12
424,583
839,505
Trade and other receivables
13
24,182,209
18,694,545
Total non-current assets
134,950,907
84,000,542
Current assets
13
Trade and other receivables
6,387,491
4,094,091
Inventories
14
-
-
Cash and cash equivalents
15
2,005,558
2,134,234
Total current assets
8,393,049
6,228,325
Total assets
143,343,956
90,228,867
EQUITY
Share capital
16
934,015
607,110
Share premium
16
92,158,255
-
Other reserves
17
42,444,230
45,511,885
Retained earnings
(4,152,533)
(1,456,864)
Total equity
131,383,967
44,662,131
LIABILITIES
Non Current liabilities
Long-term debt
18
474,571
18,602,495
Deferred tax liabilities
12
-
-
Employee benefit obligations
19
228,618
197,125
Trade and other payables
20
-
-
Total Non current liabilities
703,189
18,799,620
Current liabilities
Trade and other payables
20
4,966,585
2,885,671
Short-term debt
18
6,290,215
23,881,445
Tax liabilities
-
-
Total current liabilities
11,256,800
26,767,116
-
-
-
Total liabilities
11,959,989
45,566,736
Total equity and liabilities
143,343,956
90,228,867
Statement of Comprehensive Income
for the year ended December 31, 2022
All amounts expressed in €, unless otherwise stated
The accompanying notes on pages 73-167 form an integral part of the Annual Financial statements.
68
Statement of Comprehensive Income
Group
Company
Note
1.1.2022 to
31.12.2022
1.1.2021 to
31.12.2021
1.1.2022 to
31.12.2022
1.1.2021 to
31.12.2021
Revenue
21
10,140,695
8,063,420
Cost of sales
22
(7,902,759 )
(4,525,143 )
(7,077,622)
(5,491,211)
Gross Profit /(Loss)
3,063,074
2,572,209
Other operating income
24
784,080
320,517
Net fair value gains / (losses) on investment
property
7
(159,047)
(5,913)
Distribution costs
22
(1,814,595 )
(1,034,992 )
(1,942,896)
(1,093,315)
Administration expenses
22
(5,342,402 )
(4,084,886 )
(3,007,537)
(1,687,185)
Impairment of financial assets
22
(70,005 )
(31,576)
3,737
Other gains / (losses)
25
3,093,371
401,921
Operating Profit /(Loss)
1,799,470
511,971
Finance income
26
7,400,576
1,569,352
Finance expense
26
(12,006,391 )
(4,334,805 )
(11,489,645)
(5,476,547)
Finance income / (expense) – net
(11,983,129 )
(4,318,208 )
(4,089,069)
(3,907,195)
Share of net profit/(loss) of investments
accounted for using the equity method
11
(217,943 )
-
-
Profit/(Loss) before tax
(5,146,876 )
(2,289,599)
(3,395,224)
Income tax
27
(2,658,515 )
(272,081 )
(412,975)
636,603
Profit/(Loss) for the year
(7,805,391 )
(2,702,574)
(2,758,622)
Other comprehensive income:
Net fair value gains / (losses) on financial
assets at fair value through other
comprehensive income - before tax
10
(3,067,655)
9,900,632
Actuarial gains/(losses)
19
8,851
7,114
Actuarial gains/(losses) -deferred tax
12
(1,947 )
(2,889 )
(1,947)
(2,889)
Other comprehensive income after tax
(3,060,751)
9,904,857
Total comprehensive income for the period
(7,798,487 )
(5,763,325)
7,146,236
Earnings per share
28
(0.51 )
Statement of Changes in Equity - Group
for the year ended December 31, 2022
All amounts expressed in €, unless otherwise stated
The accompanying notes on pages 73-167 form an integral part of the Annual Financial statements.
69
Statement of Ch anges in Eq uity
Group
Share capital
Share premium
Other reserves
Retained earnings
Total
January 1, 2021
Profit / (Loss) for the year
Other comprehensive income for the year
Total comprehensive income for the year
December 31, 2022
Share capital
Share premium
Other reserves
Retained earnings
Total
January 1, 2022
Profit / (Loss) for the year
(7,805,391 )
(7,805,391 )
Other comprehensive income for the year
Total comprehensive income for the year
(7,798,487 )
(7,798,487 )
Share capital increase
Expenses related to share capital increase
(5,534,886 )
(5,534,886 )
Total transactions with shareholders
December 31, 2022
Statement of Changes in Equity - Company
for the year ended December 31, 2022
All amounts expressed in €, unless otherwise stated
The accompanying notes on pages 73-167 form an integral part of the Annual Financial statements.
70
Company
Share capital
Share premium
Other reserves
Retained earnings
Total
January 2021
607,110
-
35,611,253
1,297,532
37,515,895
Profit / (Loss) for the year
-
-
-
(2,758,622)
(2,758,622)
Other comprehensive income for the year
-
-
9,900,632
4,225
9,904,857
Total comprehensive income for the year
-
-
9,900,632
(2,754,397)
7,146,236
December 31, 2021
607,110
-
45,511,885
(1,456,864)
44,662,131
Share capital
Share premium
Other reserves
Retained earnings
Total
January 1, 2022
607,110
-
45,511,885
(1,456,864)
44,662,131
Profit / (Loss) for the year
-
-
-
(2,702,574)
(2,702,574)
Other comprehensive income for the year
-
-
(3,067,655)
6,904
(3,060,751)
Total comprehensive income for the year
-
-
(3,067,655)
(2,695,670)
(5,763,325)
Share capital increase
326,905
97,693,141
-
-
98,020,046
Expenses related to share capital increase
-
(5,534,886)
-
-
(5,534,886)
Total transactions with shareholders
326,905
92,158,255
-
-
92,485,160
December 31, 2022
934,015
92,158,255
42,444,230
(4,152,533)
131,383,967
Statement of Cash Flow – Group
for the year ended December 31, 2022
All amounts expressed in €, unless otherwise stated
The accompanying notes on pages 73-167 form an integral part of the Annual Financial statements.
71
Statement of Cas h flows
Group
Note
1.1.2022 to
31.12.2022
1.1.2021 to
31.12.2021
Profit/(Loss) before tax
(5,146,876 )
Adjustments for:
Net fair value (gains) / losses of investment property
7
(8,344,098 )
(1,913,458 )
Depreciation of property and equipment
22
Amortisation of intangible assets
22
Net fair value (gains) / losses on financial assets at fair value through
profit or loss (investments in subsidiaries and joint ventures)
(Gain)/Loss on disposal of investments in subsidiaries / associates / joint
ventures
25
(2,493,529 )
(6,528,008 )
Share of net (profit)/loss of investments accounted for using the equity
method
11
(3,867,745 )
Finance costs – net
26
(Profit)/Loss from financial subleases
25
Other gains/(losses)
25
(1,719 )
(3,480,343 )
(2,109,142 )
Change in working capital
(Increase) / decrease in trade and other receivables
(4,175,015 )
(898,723 )
(Increase) / decrease in inventories
(182,109 )
Increase / (decrease) in trade and other payables
Increase / (decrease) provisions
(2,616,815 )
Cash flows from operating activities
(6,097,158 )
Interest paid
(12,257,443 )
(887,538 )
Income taxes paid
(2,911 )
(5,480 )
Net cash (outflow)/inflow from operating activities
(18,357,512 )
Cash flows from investing activities
Payments for acquisition/incorporation/contributions to investments in
subsidiaries, associates and joint ventures, net of cash acquired
11
(12,956,028 )
(4,422,710 )
Proceeds from decrease of share capital and other reserves in
subsidiaries / associates / joint ventures
11
Purchase of property and equipment
(40,756 )
(261,634 )
Purchase of other intangible assets
(4,824 )
(17,811 )
Purchases of investment properties, additions to existing investment
properties and related to investment properties
(62,557,463 )
(57,981,068 )
Proceeds from disposal of investment property
Proceeds/(return of prepayments) from disposal of investments in
subsidiaries / associates / joint ventures net of cash sold
(4,992,643 )
Interest received
Interest received from loans/subleases to related parties
Dividends received
11
Loans granted to related parties
31
(210,000 )
Capital receipts of subleases
Proceeds from loans repayment granted to related parties
31
-
Net cash (outflow)/inflow from investing activities
(70,167,855 )
(33,007,787 )
Cash flows from financing activities
Share capital increase
16
Transaction costs related to issue of shares
16
(5,534,886 )
Repayments of loans
(2,350,000 )
(2,950,000 )
Proceeds from loans
Loan repayments received from related parties
31
(39,997,265 )
Proceeds from loans from related parties
31
Capital repayments of leases
(266,739 )
(184,944 )
Net cash (outflow)/inflow from financing activities
Net increase/(decrease) in cash and cash equivalents
(9,397,211 )
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents, end of year
Statement of Cash Flow – Company
for the year ended December 31, 2022
All amounts expressed in €, unless otherwise stated
The accompanying notes on pages 73-167 form an integral part of the Annual Financial statements.
72
Company
Note
1.1.2022 to
31.12.2022
1.1.2021 to
31.12.2021
Profit/(Loss) before tax
(2,289,599)
(3,395,224)
Adjustments for:
Net fair value (gains) / losses of investment property
7
159,047
5,913
Depreciation of property, plant and equipment
22
249,183
201,207
Amortisation of intangible assets
22
3,190
3,302
Net fair value (gains) / losses on financial assets at fair value through
profit or loss (investments in subsidiaries and joint ventures)
10
(3,061,498)
(319,116)
(Gain)/Loss on disposal of investments in subsidiaries / associates /
joint ventures
25
-
(5,239)
Finance costs – net
26
4,089,069
3,907,195
(Profit)/Loss from financial subleases
25
(30,178)
(77,520)
Other Gains/(Losses)
25
(1,695)
(46)
(882,482)
320,471
Change in working capital
(Increase) / decrease in trade and other receivables
(2,145,891)
(213,960)
Increase / (decrease) in trade and other payables
1,026,140
476,624
Increase / (decrease) provisions
31,494
28,200
(1,088,257)
290,864
Cash flows from operating activities
(1,970,739)
611,335
Interest paid
(11,462,189)
(427,086)
Net cash (outflow)/inflow from operating activities
(13,432,927)
184,250
Cash flows from investing activities
Payments for acquisition/incorporation/contributions to investments
in subsidiaries, associates and joint ventures, net of cash acquired
11
(45,160,000)
(159,500)
Proceeds from decrease of share capital and other reserves in
subsidiaries / associates / joint ventures
11
740,000
-
Purchase of property, plant and equipment
(34,065)
(49,948)
Purchase of other intangible assets
(4,824)
(9,942)
Purchases of investment properties, additions to existing investment
properties and related to investment properties
(321,547)
(308,413)
Proceeds/(return of prepayments) from disposal of investments in
subsidiaries / associates / joint ventures net of cash sold
-
50,000
Interest received
1,703,244
218
Interest received from loans/subleases to related parties
34,470
31,939
Loans granted to related parties
31
(2,660,000)
(12,610,500)
Capital receipts of subleases
75,193
88,580
Proceeds from loans repayment granted to related parties
31
2,392,000
150,000
Net cash (outflow)/inflow from investing activities
(43,235,530)
(12,817,566)
Cash flows from financing activities
Share capital increase
16
98,020,046
-
Transaction costs related to issue of shares
16
(5,534,886)
-
Repayments of loans
(2,350,000)
(1,750,000)
Proceeds from loans
6,600,000
1,750,000
Loan repayments received from related parties
31
(39,997,265)
-
Proceeds from loans from related parties
31
-
12,328,500
Capital repayments of leases
(198,113)
(173,173)
Net cash (outflow)/inflow from financing activities
56,539,781
12,155,327
Net increase/(decrease) in cash and cash equivalents
(128,675)
(477,989)
Cash and cash equivalents at the beginning of the year
2,134,234
2,612,223
Cash and cash equivalents, end of year
2,005,558
2,134,234
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
73
1. General Information for the Company and the Group
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
74
2. Basis of preparation of the Financial Statements
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
75
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
76
3. New standards, amendments to standards and interpretation
4. Accounting policies
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
77
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
78
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
79
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
80
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
81
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
82
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
83
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
84
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
85
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
86
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
87
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
88
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
89
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
90
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
91
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
92
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
93
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
94
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
95
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
96
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
97
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
98
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
99
6. Significant accou nting polic ies and judgeme nts
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
100
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
101
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
102
7. Investment property
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
103
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
104
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
105
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
106
Notes to Financial Statement
Group and Company
107
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
108
8. Property and equipment
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
109
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
110
9. Intangible assets
10. Investments in Subsidiaries (Financial assets at fair value through other comprehensive
income (FVTOCI), Financial assets at fair value through profit and loss (FVTPL))
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
111
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
112
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
113
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
114
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
115
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
116
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
117
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
118
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
119
11. Investmen ts in joint ven tures accou nted for using the equity me thod
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
120
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
121
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
122
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
123
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
124
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
125
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
126
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
127
12. Deferred income tax
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
128
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
129
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
130
13. Trade and other receivables
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
131
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
132
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
133
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
134
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
135
16. Share capi tal
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
136
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
137
17. Other reser ves
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
138
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
139
18. Debt
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
140
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
141
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
142
19. Employee benef it obliga tions
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
143
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
144
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
145
21. Revenue
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
146
22. Expenses per category
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
147
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
148
24. Other operat ing income
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
149
25. Other gain s/(losses) - ne t
26. Finance cos ts (net)
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
150
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
151
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
152
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
153
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
154
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
155
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
156
28. Earnings per share
29. Number of perso nnel emp loyed
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
157
30. Contingent liabilities
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
158
31. Related party transactions
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
159
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
160
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
161
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
162
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
163
32. Segment analysis
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
164
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
165
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
166
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
167
Maroussi, 11.04.2023
The Vice Chairman of
the BOD and CEO
The Executive Member of
the BOD
The CFO
The Finance Director
Dimitrios Andriopoulos
Nikolaos – Ioannis
Dimtsas
Anna Chalkiadaki
Emmanouil Lemonakis
ID No. ΑΜ 120773
ID No. ΑΗ 002049
ID No. ΑΝ 603900
ID No. ΑΝ 625713
PERM. No. 78785 Α’
PERM. No. 126415 Α’
Report on the Use of Proceeds
168
Report on the Use of Proceeds
Report on the Use of Proceeds Allocation of Capital raised
Pursuant to the provisions of par. 4.1.2 of the Rule of the Athens Stock Exchange (hereinafter the "ATHEX"),
the decision no. 25/06.12.2017 of the Board of Directors of the ATHEX and the decision no.
8/754/14.04.2016 of the Board of Directors of the Hellenic Capital Market Commission (hereinafter
"H.C.M.C."), the following is hereby announced:
The Extraordinary General Meeting of the shareholders of the Company dated 22.03.2022, in conjunction
with the Board of Directors of the Company dated 17.06.2022, resolved, inter alia, (a) to increase the share
capital of the Company by paying in cash and cancelling the pre-emptive rights of the existing
shareholders (ordinary and preference) and to issue six million five hundred thirty-eight thousand and
one hundred (6. 538,100) of new common, registered shares with voting rights, with a nominal value of
€0.05 each, covered by a public offering and parallel distribution to a limited number of persons, and (b)
the listing of all of the Company's common shares (including the issue under (a)) for trading on the
Regulated Market of the Athens Stock Exchange.
By the decision No. 956/23.06.2022 of the Board of Directors of the Hellenic Capital Market Commission,
the Prospectus of the Company for the increase of the share capital by payment in cash through a public
offering and parallel offering to a limited number of persons of the New Shares and the admission of all
the shares of the Company to trading on the Regulated Market of the ATHEX (hereinafter the "Prospectus")
was approved.
The period of the parallel offering to a limited circle of persons in accordance with the decision of the
Capital Market Commission No. 4/379/18.4.2006, i.e., to the employees of the Company and its affiliated
companies and the Company’s associates, was from 27.06.2022 to 28.06.2022. The results of parallel
allocation were as follows: 34,303 new ordinary shares were allotted to employees of the Company and
its affiliated companies and 3,880 new ordinary shares were allotted to associates of the Company.
The exercise period of the public subscription right was from 29.06.2022 to 01.07.2022. On 01.07.2022 the
public offering and allocation of 6,499,917 new ordinary shares of the Company was completed.
The offer price of the New Shares (hereinafter the "Offer Price") was set at €15.00 per share for the entire
Public Offer. It is noted that the Offer Price for the Parallel Placement to a limited number of persons was
set at €13.50 (i.e., reduced by 10% from the Offer Price) for the personnel of the Company and its affiliated
companies and at €15.00 for its associates.
The total proceeds raised for the Company amounted to a total amount of €98,020,045.50 (i.e., proceeds
of €97,556,955.00 raised from the Public Offer and proceeds of €463,090.50 from the Parallel Restricted
Placement). Issuance expenses amounted to €5,534,885.75, compared to budgeted expenses of
€5,342,000 as disclosed in section 4.4 of the Prospectus, and reduced the total proceeds raised
accordingly. As a result, the net proceeds for the Company amount to €92,485,159.75.
The certification of the capital increase by the Board of Directors of the Company was made on 05.07.2022.
The Listings and Market Operation Committee of ATHEX at its meeting on 04.07.2022 approved the listing
of all 18.680.300 common nominal shares of the Company, with a nominal value of €0.05 each, for trading
on the Main Market of ATHEX. Trading of the shares on the Stock Exchange commenced on 06.07.2022.
After the finalization of the issuance costs and the amount for the use under (a) below, in accordance with
the commitments set out in the relevant Prospectus, the above net proceeds are allocated as follows:
Report on the Use of Proceeds
169
(a) an amount of €50,587,885.17 within three (3) working days from the certification of the share capital
increase, for the repayment of the balance of the loan agreement though an open (current) account, which
was used for the full prepayment of the entire outstanding balance of the loan agreement with TEMPUS
and the redemption of the preference shares by the Company.
(b) an amount of €28,137,000.00 to finance the Group's existing property development program for
existing properties (including the signed notarial preliminary agreements for the acquisition of
properties) within 24 months of the certification of the capital increase,
(c) an amount of €13,760,274.58 to finance the direct or indirect acquisition of new properties within 24
months of the certification of the share capital increase.
The table below shows the net procceds (of a total amount of €92,485,159.75) and the use of
theseproceeds by category of use up to 31.12.2022, as indicated in section 4.4 of the Prospectus:
Table of Use of Porceeds
Amounts in Euro
Purpose of Use of Proceeds
(section 4.4 "Reasons for the Offer
and Use of Proceeds" of the
Prospectus)
Allocation of use
of proceeds
Proceeds Utilised
during the period
05.07.-31.12.2022
Remaining
Proceeds for use
as of 31.12.2022
Α. Repayment of the balance of the
loan agreement through an open
(current) account dated 22.03.2022
between the Company and Eurobank
50,587,885.17
50,587,885.17
-
Β. Financing of the existing
development program for the
Group's existing properties
1
28,137,000.00
27,783,516.61
353,483,39
C. Financing the direct or indirect
acquisition of new properties by
Group companies or the Company
2
13,760,274.58
12,371,825.29
1,388,449.29
Total
92,485,159.75
90,743,227.07
1,741,932.68
With regard to the use (A) above, the Company repaid on 06.07.2022 the balance of the loan agreement
through an open (current) account dated 22.03.2022 between the Company and Eurobank, as mentioned
in section 4.4 of the Prospectus.
In respect of the use (B) and (C)) the funds were disbursed as follows through the wholly owned subsidiary
Arcela Investments Limited:
The Company proceeded with share capital increases in its wholly owned subsidiary Arcela Investments
Limited (hereinafter "Arcela") for a total amount of €41,000,000 on 19.07.2022, 16.09.2022 and 02.11.2022.
The proceeds raised were further allocated by Arcela as follows (by use):
1
Including the signed notarial preliminary agreements for acquisition of property
2
In line with the Group's strategy and objectives (refer to relevant Section 3.4.5. of the Prospectus "Strategy and
Objectives".
Report on the Use of Proceeds
170
Use Β:
1. Arcela allocated total funds of €4.850.000,00 on 26.07.2022, 27.07.2022, 22.08.2022, 20.10.2022 and
19.12.2022, as an advance payment in the context of a future share capital increase, to its wholly
owned subsidiary Alkanor S.M.S.A. for the financing of the "Minion" project (as presented in section
3.5.1 of the Prospectus). The General Meetings of the sole shareholder of Alkanor S.M.S.A. dated
23.12.2022 and 30.12.2022 resolved on the increase of the share capital by €3,900,000.00 and
€1,100,000.00, respectively, i.e. a total amount of €5,000,000.00, of which €4,850,000.00 derived from
the proceeds raised. The total cost of the project implemented during the period 05.07.2022 to
31.12.2022 amounted to €5,099,765.80. As of 31.12.2022, of the total amount of the above proceeds,
an amount of €4,664,183.61 had been definitively allocated to the project, while an amount of
€185,816.39 remained in a deposit account of Alkanor S.M.S.A. for its final allocation.
2. Arcela allocated total funds of €8,110,000.00 on 22.08.2022, 03.11.2022 and 16.11.2022, through a
share capital increase, to its wholly owned subsidiary Magromell Limited, and subsequently
Magromell, as an advance payment in the context of a future share capital increase, to its wholly
owned subsidiary IQ Athens M.A.E. to finance the "Iera Odos" project (as presented in section 3.5.1 of
the Prospectus). The EGM of the sole shareholder of IQ Athens S.M.S.A. dated 28.12.2022 resolved on
the share capital increase for a total amount of €10,355,000.00, of which €8,110,000.00 derived from
the proceeds raised as described above. The total cost of the project implemented during the period
05.07.2022 to 31.12.2022 amounted to €8,681,327.68. As of 31.12.2022 IQ Athens had fully allocated
the total amount of the above raised proceeds.
3. Arcela allocated funds of €2,945,000.00 on 21.09.2022, through a share capital increase, to its wholly
owned subsidiary Alabana Limited, of which €2,940,000 drived from the proceeds raised. On
29.9.2022, Alabana proceeded, in accordance with the terms of the share purchase and sale
agreements dated 28.09.2021, with the acquisition of an 18.33% stake in 3V S.A., for a total
consideration of €2,939,959.85 plus expenses of €1,068.00. Following the above acquisition, Alabana's
final stake in 3V amounted to 55.00%. The above transaction is presented in section 3.5.1 of the
Prospectus.
4. Arcela allocated total funds of €7,865,000.00 on 18.10.2022, 08.11.2022, 10.11.2022, 14.11.2022 and
16.12.2022, as advance payment in the context of a future share capital increase, to its wholly owned
subsidiary Filma S.M.S.A. for the financing of the "FIX" project (as presented in section 3.5.1 of the
Prospectus). The EGM of the sole shareholder of Filma S.M.S.A. dated 23.12.2022 rresolved on the
increase of the share capital for a total amount of €10,630,000.00, of which €7,865,000.00 derived
from the raised proceeds. The total cost of the project implemented during the period 05.07.2022 to
31.12.2022 amounted to €9,530,009.46. As of 31.12.2022, Filma had fully allocated the total amount
of the above-mentioned raised proceeds.
5. Arcela allocated total funds of €1,599,000.00 on 18.10.2022, through a share capital increase, to Cante
Holdings Limited (in proportion to its shareholding, i.e., 65%). Cante subsequently allocated the total
funds of the aforementioned share capital increase to Piraeus Tower S.A., in which it holds a 70%
stake, for the financing of the "Piraeus Tower" project (as presented in section 3.5.1 of the Prospectus).
The AGM of the shareholders of Piraeus Tower S.A. dated 08.09.2022 resolved on the share capital
capital of Piraeus Tower S.A. for a total amount of €3,515,000.00, of which €1,599,000.00 derived from
the raised proceeds. The total cost of the project implemented during the period 05.07.2022 to
31.12.2022 amounted to €13,112,812.85. As of 31.12.2022 Piraeus Tower had fully allocated the total
amount of the above raised proceeds.
Report on the Use of Proceeds
171
6. Arcela allocated total funds of €1.572.000,00 on 25.08.2022, 24.10.2022 and 02.11.2022, through a
share capital increase, to its wholly owned subsidiary Rodomontas Limited. Rodomontas
subsequently allocated the total funds of the aforementioned share capital increase to IQ Hub S.A, in
which it held a 65% stake, as advance payment in the context of a future share capital increase, to
finance the Maroussi Campus project (as presented in section 3.5.1 of the Prospectus). The EGM of
the shareholders of IQ Hub S.A. dated 16.12.2022 resolved on the increase of the share capital for a
total amount of €4,230,000.00, of which €1,572,000.00 derived from the raised procceds. The total
cost of the project implemented during the period 05.07.2022 to 30.12.2022 amounted to
€10.113.478,34. As of 30.12.2022, IQ Hub S.A. has fully allocated the total amount of the above raised
proceeds. It should be noted that, Rodomontas Ltd, disposed its shareholding (65%) in IQ Hub S.A. on
30.12.2022.
7. Arcela allocated total funds of €1,001,000.00 on 24.08.2022 and 02.11.2022, through a share capital
increase, to its wholly owned subsidiary Gravitousia Limited. Gravitousia subsequently allocated the
total funds of the aforementioned share capital increase to the company OURANIA S.A, in which it
holds a 65% stake, as advance payment in the context of a future share capital increase, to finance
the "SKG Campus" project (as presented in section 3.5.1 of the Prospectus). The EGM of the
shareholders of OURANIA S.A. dated 23.12.2022 resolved on the share capital increase for a total
amount of €2,040,000.00, of which €1,001,000.00 derived from the raised proceeds. The total cost of
the project implemented during the period 05.07.2022 to 31.12.2022 amounted to €6.206.361,20. As
of 31.12.2022, OURANIA had fully allocated of the total amount of the above raised proceeds.
8. Arcela allocated total funds of €100,000.00, as advance payment in the context of a future share capital
increase on 30.08.2022, to its wholly owned subsidiary Pefkor S.M.S.A. for the financing of the "Megalo
Pefko" project (as presented in section 3.5.1 of the Prospectus). The EGM of the sole shareholder of
Pefkor S.M.S.A. dated 21.12.2022 resolved on the increase of the share capital for a total amount of
€140,000, of which €100,000 derived from the raised proceeds. The total cost of the project
implemented during the period 05.07.2022 to 31.12.2022 amounted to €45,719.14. As of 31.12.2022,
the total amount of €100,000.00 remained in a deposit account of Pefkor S.M.S.A. for the final
allocation to the project.
9. Arcela allocated total funds of €50.000,00, as advance payment in the context of a future share capital
increase on 20.09.2022, to its wholly owned subsidiary Dramar S.M.S.A. for the financing of the
"Drama" project (as presented in section 3.5.1 of the Prospectus). The EGM of the sole shareholder of
Dramar S.M.S.A. dated 21.12.2022 resolved on the the share capital increase for a total amount of
€70,000.00, of which €50,000.00 derived from the raised proceeds. The total cost of the project
implemented during the period 05.07.2022 to 31.12.2022 amounted to €60,937.90. As of 31.12.2022,
of the total amount of the above proceeds, an amount of €28,520.00 had been allocated to the project,
while an amount of €21,480.00 remained in a deposit account of Dramar S.M.S.A. for its final allocation
to the project.
10. Arcela allocated total funds of €50,000.00, as advance payment in the context of a future share capital
increase on 20.09.2022, to its wholly owned subsidiary Nea Peramos Side Port S.M.S.A. for the
financing of the “Nea Peramos” project (as presented in section 3.5.1 of the Prospectus). The EGM of
the sole shareholder of Nea Peramos Side Port S.M.S.A. dated 21.12.2022 resolved on the increase of
the share capital for a total amount of €70,000, of which €50,000 derived from the raised proceeds.
The total cost of the project implemented during the period 05.07.2022 to 31.12.2022 amounted to
€14,327.03. As of 31.12.2022, of the total amount of the above proceeds, an amount of €3,813.00 had
been allocated to the project, while an amount of €46,187.00 remained in a deposit account of Nea
Peramos Side Port S.M.S.A. for its final allocation to the project.
Report on the Use of Proceeds
172
Use C:
1. Arcela allocated total funds of €9.500.000, as advance payment in the context of a future share capital
increase of 22.09.2022, 04.10.2022 and 02.11.2022 to its wholly owned subsidiary Apellou Estate
S.M.S.A. (currently Agchialos Real Estate S.M.S.A.). The EGM dated 28.12.2022 resolved on the increase
the share capital for a total amount of €9,500,000.00. Until 31.12.2022, from the aforementioned
amount, an amount of €8.716.149,81 financed the acquisition of land of a total surface of 355,6 acres,
located at the 15th kilometer of Thessaloniki-Edessa, formerly owned by the company "BALKAN
PROPERTIES S.A." (for a total price of €6.000.000,00 plus taxes and expenses of €479.058) as well as
construction works (amounting to €2.237.091,81). According to the business plan, it is planned to
develop, in two phases, a logistics complex with a total surface area of c. 120,000 sq.m.. The first phase
involves the construction of c. 55,000 sq.m. within 24 months, while the second phase involves the
construction of c. 65,000 sq.m. within 30 months. In addition, it is planned to install photovoltaic
panels on the roof of the facilities for energy production, following a specific study. As of 31.12.2022,
of the total amount of the above proceeds, an amount of €8,716,149.81 had been allocated to the
project, while an amount of €783,850.19 remained in a deposit account of Agchialos Real Estate
S.M.S.A. for its final allocation to the project.
2. Arcela allocated total funds of €1,335,000.00 on 02.12.2022 and 05.12.2022, through a share capital
increase, to its wholly owned subsidiary Alabana Limited, all of which was derived from the funds
raised. Alabana subsequently allocated the funds of the aforementioned share capital increase, as
advance payment in the context of a future share capital increase, to 3V S.A., funds attributable to
55/70 as agreed in the shareholders' agreement dated 28.09.2021. The EGM dated 28.12.2022
resolved on the increase of the share capital for a total amount of €1,699,311.04, of which
€1,335,000.00 derived from the raised proceeds. Following the increase, Alabana's shareholding in 3V
amounted to 57.26%. Of the total amount of the aforementioned increase of €1,699,311.04, an
amount of €1,221,099.50 financed the acquisition by 3V of a plot of land of an area of 787 sqm,
adjacent to the land already owned by 3V (consideration of €1,150,000.00 plus taxes and acquisition
costs of €71,099.50). The newly acquired land will be included in 3V's business plan as presented in
section 3.5.1 of the Prospectus. As of 31.12.2022, of the amount of €1,335,000.00, an amount of
€1,146,540.08 had been allocated to the project, while an amount of €188,743.05 remained in a
deposit account of 3V for its final allocation to the project.
3. Arcela allocated total funds of €2,028,000.00, as advance payment in the context of a future share
capital increase on 04.10.2022, 17.10.2022, 20.10.2022 and 02.11.2022 to its wholly owned subsidiary
Citrus S.A. The EGM dated 28.12.2022 resolved on the share capital increase for a total amount of
€2.028.000,00. Until 31.12.2022, from the aforementioned amount, an amount of €1,988,193.53
financed the acquisition of a two-storey building of 2,860.54 sq.m. on 26th October Street, in
Thessaloniki (for a total consideration of €1,890,001.00 plus taxes and expenses of €98,192.53.
According to the business plan, the development of an office complex with a total area of 3,789.77
sq.m. is planned, with modern design and specifications for the purpose of its lease. As of 31.12.2022,
of the total amount of the above proceeds, an amount of €1,988,193.53 had been allocated to the
project, while an amount of €39,806.47 remained in a deposit account of Citrus S.M.S.A. for its final
allocation to the project.
The above is summarised in the table below:
Report on the Use of Proceeds
173
Allocation of funds raised by Arcela to a
Special Purpose Vehicle (SPV)
Amount in €
Allocation of raised
proceeds from SPV
to project
(amounts in €)
Raised Proceeds
for final
allocation
(amounts in €)
Use Β
Alkanor (Minion)
4,850,000.00
4,664,183.61
185,816.39
Magromell - IQ Athens (Iera Odos)
8,110,000.00
8,110,000.00
-
Alabana (3V)
2,940,000.00
2,940,000.00
-
Filma (FIX)
7,865,000.00
7,865,000.00
-
Cante - Piraeus Tower
1,599,000.00
1,599,000.00
-
Rodomontas - IQ Hub (Maroussi Campus)
1,572,000.00
1,572,000.00
-
Gravitousia - Ourania (SKG Campus)
1,001,000.00
1,001,000.00
-
Pefkor (Megalo Pefko)
100,000.00
-
100,000.00
Dramar (Drama)
50,000.00
28,520.00
21,480.00
Nea Peramos Side Port (Nea Peramos)
50,000.00
3,813.00
46,187.00
Subtotal – Use Β
28,137,000.00
27,783,516.60
353,483.39
Use C
Apellou Estate (currently Agchialos Real
Estate)
9,500,000.00
8,716,149.81
783,850.19
Alabana - 3V
1,335,000.00
1,146,540.08
188,743.05
Citrus
2,028,000.00
1,988,193.53
39,806.47
Subtotal – Use C
12,863,000.00
11,850,883.40
1,012,399.71
Total (Use Β and C)
41,000,000.00
39,634,400.00
1,365,883.10
In addition, Dimand used from the proceeds raised an amount of €521,225.00 (under Use C) for the
financing of expenses related to the Skyline project, which concerns the acquisition by a company of
Dimand group of a majority shareholding in the share capital of Skyline Real Estate Single Member S.A.
("Skyline"). For information on the above investment please refer to the announcement of DIMAND S.A.
dated 06.02.2023: DIMAND S.A.: Agreement for the acquisition of a real estate portfolio (Project Skyline).
Finally, it is clarified that of the temporarily unallocated raised proceeds of a total amount of
€1,741,932.68, an amount of €376,049.58 is kept in a deposit account of the Company, in Euro, while the
remaining amount of €1,365,883.10 has already been allocated and is kept in deposit accounts (in Euro)
of the companies Alkanor S.M.S.A., Pefkor S.M.S.A., Dramar S.M.S.A., Nea Peramos Side Port S.M.S.A.,
Agchialos Real Estate S.M.S.A., 3V S.A. and Citrus S.M.S.A., as detailed above, until their final allocation to
the projects.
Maroussi, 11.04.2023
The Vice Chairman of
the BOD and CEO
The Executive Member of
the BOD
The CFO
The Finance Director
Dimitrios Andriopoulos
Nikolaos – Ioannis
Dimtsas
Anna Chalkiadaki
Emmanouil Lemonakis
ID No. ΑΜ 120773
ID No. ΑΗ 002049
ID No. ΑΝ 603900
ID No. ΑΝ 625713
PERM. No. 78785 Α’
PERM. No. 126415 Α’
Report of Factua l Findings on Ag reed-Upo n Procedure s on the Use of Proceeds Re port
TRUE TRANSLATION FROM THE ORIGINAL IN THE GREEK LANGUAGE
Report of Factual Findings on Agreed-Upon Procedures on the Use of Proceeds Report.
To the Board of Directors of the Company Dimand Real Estate Development S.A.
In accordance with the mandate we received from the Board of Directors of the Company Dimand Real Estate
Development S.A. (the “Company” and/or the “Group), by the engagement letter dated 22/09/2022, we carried out
the following agreed-upon procedures, in accordance with the applicable regulations of the Athens Stock Exchange
and the relevant legal framework of the Hellenic Capital Market Commission, on the “Use of Proceeds Report” (the
“Report”) regarding the increase of the Company's share capital by cash on 05/07/2022. The management of the
Company is responsible for the preparation of this Report. We undertook this engagement in accordance with the
International Standard on Related Services (ISRS) 4400, “Engagements to Perform Agreed-Upon Procedures
Regarding Financial Information”. Our responsibility is to carry out the following agreed-upon procedures and
communicate to you our findings.
Agreed-upon procedures performed
The agreed-upon procedures performed are as follows:
• We compared the amounts reported as disbursements in the attached Report to the respective amounts
recognized in the Company's books and records, during the period which these refer to.
• We examined the completeness of the Report and the consistency of its content with the information
mentioned in paragraph 4.4 of the Prospectus, issued by the Company on 23/06/2022, and the relevant
decisions and communications from the competent bodies of the Company.
Findings
By performing the abovementioned agreed-upon procedures we identified the following:
• The amounts shown as drawdowns disbursements in the attached Report, by category of use, are derived
from the books and records of the Company, during the period which these refer to.
• The content of the Report includes at least the information provided for this purpose by the regulatory
framework of the Athens Stock Exchange and the relevant legal framework of the Hellenic Capital Market
Commission and is consistent with the information mentioned in the Prospectus and the relevant decisions
and communications from the competent bodies of the Company.
Given that the procedures we performed did not constitute an audit or a review in accordance with International
Standards on Auditing or International Standards on Review Engagements, we do not express any assurance beyond
as expressly stated above. Had we performed additional procedures, or had we performed an audit or review in
accordance with International Standards on Auditing or International Standards on Review Engagements, other
matters might have come to our attention, beyond those stated above.
Deloitte Certified Public
Accountants S.A. 3a
Fragkokklisias & Granikou str.
Marousi Athens GR 151-25
Greece
Tel: +30 210 6781 100
www.deloitte.gr
175
This document has been prepared by Deloitte Certified Public Accountants Societe Anonyme.
Deloitte Certified Public Accountants Societe Anonyme, a Greek company, registered in Greece with registered number 0001223601000 and its registered office at Marousi,
Attica, 3a Fragkokklisias & Granikou str., 151 25, is one of the Deloitte Central Mediterranean S.r.l. (“DCM”) countries. DCM, a company limited by guarantee registered in
Italy with registered number 09599600963 and its registered office at Via Tortona no. 25, 20144, Milan, Italy is one of the Deloitte NSE LLP geographies. Deloitte NSE LLP
is a UK limited liability partnership and member firm of DTTL, a UK private company limited by guarantee.
DTTL and each of its member firms are legally separate and independent entities. DTTL, Deloitte NSE LLP and Deloitte Central Mediterranean S.r.l. do not provide
services to clients. Please see www.deloitte.com/about to learn more about our global network of member firms.
Limitation of Use
This Report is addressed to the Board of Directors of the Company Dimand Real Estate Development S.A. for the purpose
of meeting its obligations to the regulatory framework of the Athens Stock Exchange and the relevant legal framework of
the Capital Market Commission and it cannot be used for any other purpose. This Report is limited only to the items
mentioned above and does not extend to the Financial Statements prepared by the Company for the year ended 31
December 2022, for which we issued a separate Auditor’s Report, dated 11 April 2023.
Athens, 13 April 2023
The Certified Public Accountant
Dimitris Katsibokis
Reg. No: 34671
Deloitte Certified Public Accountants S.A.
3a Fragoklissias & Granikou Str, 151 25 Maroussi
Reg. No. SOEL: E120