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, 2023 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 2024
Contents
Independent Auditor’s Report .................................................................................................................................................................. 1
Certifications by Members of the Board of Directors according to art.4 par.2 of L.3556/2007 ........................................................ 9
Annual Board of the Board of Directors ................................................................................................................................................ 10
Corporate Governance Statement ......................................................................................................................................................... 36
Supplementary Report ............................................................................................................................................................................ 59
Annual Activity Report of the Audit Committee of the Company ....................................................................................................... 62
Statement of Financial Position .............................................................................................................................................................. 70
Statement of Comprehensive Income ................................................................................................................................................... 71
Statement of Changes in Equity ............................................................................................................................................................. 72
Statement of Cash flows ......................................................................................................................................................................... 74
Notes to the Financial Statements ................................................................................................................................................... 76
1. General Information for the Company and the Group .............................................................................................................. 76
2. Basis of preparation of the Financial Statements ....................................................................................................................... 77
3. New standards, amendments to standards and interpretation ............................................................................................... 80
4. Material accounting policy information ....................................................................................................................................... 83
4.1 Consolidation of subsidiary companies ...................................................................................................................................... 83
4.2 Investments in joint ventures ...................................................................................................................................................... 84
4.3 Foreign Currency Translation....................................................................................................................................................... 85
4.4 Investment property ..................................................................................................................................................................... 85
4.5 Property and equipment .............................................................................................................................................................. 86
4.6 Goodwill and Intangible assets .................................................................................................................................................... 87
4.7 Impairment of non-financial assets............................................................................................................................................. 88
4.8 Financial instruments ................................................................................................................................................................... 88
4.9 Non-current assets (or disposal groups) held for sale .............................................................................................................. 91
4.10 Inventories ................................................................................................................................................................................... 92
4.11 Cash and cash equivalents ......................................................................................................................................................... 92
4.12 Restricted cash ............................................................................................................................................................................ 92
4.13 Current tax ................................................................................................................................................................................... 93
4.14 Deferred tax ................................................................................................................................................................................. 93
4.15 Share capital and treasury stock reserve ................................................................................................................................. 94
4.16 Provisions ..................................................................................................................................................................................... 94
4.17 Leases… ........................................................................................................................................................................................ 94
4.18 Employee benefits ...................................................................................................................................................................... 97
4.19 Recognition of revenues ............................................................................................................................................................. 98
4.20 Recognition of expenses .......................................................................................................................................................... 101
4.21 Dividend distribution ................................................................................................................................................................ 101
4.22 Operating segments ................................................................................................................................................................. 102
4.23 Earnings per share .................................................................................................................................................................... 102
4.24 Related party transactions ....................................................................................................................................................... 102
5. Financial risk management ......................................................................................................................................................... 102
5.1 Financial risk factors ................................................................................................................................................................... 102
5.2 Capital management................................................................................................................................................................... 106
5.3 Fair value Measurement of Financial Assets and Liabilities.................................................................................................... 107
6. Significant accounting policies and judgements ................................................................................................................... 107
6.1 Significant accounting estimates and assumptions ................................................................................................................ 107
6.2 Significant accounting judgments in the application of accounting policies ........................................................................ 109
7. Segment analysis ......................................................................................................................................................................... 110
8. Investment property .................................................................................................................................................................... 113
9. Property and equipment ............................................................................................................................................................. 118
10. Investments in Subsidiaries (Financial assets at fair value through other comprehensive come (FVTOCI), Financial assets
at fair value through profit and loss (FVTPL)) ........................................................................................................................ 120
11. Investments in joint ventures accounted for using the equity method ............................................................................... 131
12. Deferred income tax .................................................................................................................................................................. 138
13. Trade and other receivables ..................................................................................................................................................... 141
14. Inventories .................................................................................................................................................................................. 145
15. Cash and cash equivalent ......................................................................................................................................................... 146
16. Assets held for sale .................................................................................................................................................................... 146
17. Share capital ............................................................................................................................................................................... 147
18. Other reserves............................................................................................................................................................................ 148
19. Debt ............................................................................................................................................................................................. 149
20. Employee benefit obligations ................................................................................................................................................... 155
21. Trade and other payables ......................................................................................................................................................... 156
22. Revenue ...................................................................................................................................................................................... 157
Contents
23. Taxies – levies ............................................................................................................................................................................. 159
24. Personnel expenses ................................................................................................................................................................... 159
25. Other income ............................................................................................................................................................................. 159
26. Other expenses .......................................................................................................................................................................... 160
27. Finance costs (net) ..................................................................................................................................................................... 162
28. Income tax .................................................................................................................................................................................. 162
29. Earnings per share ..................................................................................................................................................................... 166
30. Contingent liabilities .................................................................................................................................................................. 166
31. Related party transactions ........................................................................................................................................................ 167
32. Events after the reporting period ............................................................................................................................................. 171
Final Report on the Use of Proceeds ................................................................................................................................................... 173
Agreed-Upon Procedures Report on the Final Use of Proceeds Report for the period 05.07.2022 to 31.12.2023 ..................... 181
1
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 Consolidated Financial Statements
Opinion
We have audited the separate and consolidated financial statements of the company “DIMAND REAL ESTATE
DEVELOPMENT S.A.” (the Company), which comprise the separate and consolidated statement of financial position
as of December 31, 2023, and the separate and consolidated statement of comprehensive income, statement of
changes in equity and statement of cash flows for the year then ended and notes to the financial statements,
including material accounting policy information.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material
respects, the financial position of the company DIMAND REAL ESTATE DEVELOPMENT S.A. and its subsidiaries (the
Group) as of December 31, 2023, and of their financial performance and their cash flows for the year then ended in
accordance with International Financial Reporting Standards (IFRS) as endorsed by the European Union.
Basis for opinion
We conducted our audit in accordance with the International Standards on Auditing (ISAs) as they have been
transposed in Greek Legislation. Our responsibilities under those standards are described in the “Auditor’s
responsibilities for the audit of the separate and consolidated financial statements” section of our report. During our
audit, we remained independent of the Company and the Group, in accordance with the International Ethics
Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) as transposed in Greek
legislation and the ethical requirements relevant to the audit of the separate and consolidated financial statements
in Greece. We have fulfilled our responsibilities in accordance with the provisions of the currently enacted law and
the requirements of the IESBA Code. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
separate and the consolidated financial statements of the audited year. These matters and the related risks of
material misstatement were addressed in the context of our audit of the separate and the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
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
2
Valuation of investment properties of the Group at their fair value
Investment properties and their development
constitute the main activity of the Company and the
Group.
As at 31.12.2023, the investment properties portfolio
of the Group included properties at different stages of
completion, in areas all over Greece, including offices,
residential buildings, as well as hotel complexes,
luxurious residencies, logistics facilities and mixed-use
areas.
As noted in detail in the paragraph 4.4 of the separate
and consolidated financial statements, the Company
and the Group measure the fair value of their
investment properties according to the principles of
the International Accounting Standard 40.
According to the note 8 of the separate and
consolidated financial statements as of 31 December
2023, the fair value of investment properties
amounted to € 117,1 mil. for the Group (31 December
2022: € 97 mil.), while net fair value gains on
investment properties amounted to € 19,34 mil (31
December 2022: € 8,2 mil.) for the Group and have
been recognized in the statement of comprehensive
income.
Management of the Company and the Group uses
significant assumptions and estimates for the valuation
of investment properties at their fair value. Based upon
these assumptions and estimates, the management of
the Company and the Group engaged independent,
certified valuators who calculated the fair value of
investment properties as of 31 December 2023.
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
We assessed the fair value measurement of the
investment properties to be a key audit matter,
considering mainly the significance of the Investment
properties item in the separate and consolidated
Our audit approach was based on the assessed audit
risk, and includes among others the following
procedures:
• 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 at
their fair value.
• We assessed the professional competence,
independence, objectivity and experience of
the certified independent valuators used by
the Management. We verified the accuracy
and relevance of the data provided by
management to the certified independent
valuators that were used when determining
the fair value of investment properties of
the Company and the Group as of 31
December 2023. The data included
contracts, agreements, tax documents and
other information which were necessary to
determine the fair value of investment
properties.
• We obtained the valuation reports of
investment properties at their fair value,
which were prepared by the certified
independent valuators and reconciled the
fair value of investment properties in the
accounting books of the Company and the
Group, as presented in the aforementioned
reports. 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.
3
financial statements, the subjectivity of the key
assumptions and estimates used by the management,
the sensitivity of these assumptions and estimations to
any changes and the increased audit procedures that
were required.
The disclosures regarding the fair value measurement
of the investment properties are included in notes 4.4
and 8 to the separate and consolidated financial
statements.
• We confirmed the accuracy of specific
calculations performed by the certified
independent valuators in the context of the
fair value calculation of investment
properties.
• 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 8 of the separate and consolidated
financial statements.
4
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, in the
Declaration of the Board of Directors members and in any other information which is either required by Law or the
Company optionally incorporated, in the Annual Report required by Law 3556/2007, 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 International Financial Reporting Standards, as endorsed by the European Union, and
for such internal control as management determines is necessary to enable the preparation of separate and
consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate and consolidated financial statements, management is responsible for assessing the
Company’s and 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 or the Group or to cease operations, or has no realistic alternative but to do so.
The Audit Committee (art. 44 of Law 4449/2017) 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 the 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 transposed in 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 transposed in Greek Legislation, we exercise
professional judgment and maintain professional skepticism throughout the audit.
5
We also:
• Identify and assess the risks of material misstatement of the separate and consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s and the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by Management.
• Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Company’s and the Group’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the
related disclosures in the separate and consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Company and the Group
to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the separate and consolidated financial
statements, including the disclosures, and whether the separate and consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the separate and consolidated financial statements. We
are responsible for the direction, supervision and performance of the 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.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the consolidated financial statements of the audited year end and are
therefore the key audit matters.
6
Report on Other Legal and Regulatory Requirements
1) Board of Directors’ Report
Taking into consideration that Management is responsible for the preparation of the Board of Directors’ Report
which also includes the Corporate Governance Statement, according to the provisions of paragraph 5 of article
2 (part B) of Greek Law 4336/2015, 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 Directors’ Report has been prepared in accordance with the applicable
legal requirements of articles 150 and 153 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 December 31, 2023.
c) Based on the knowledge we obtained during our audit about the Company “DIMAND REAL ESTATE
DEVELOPMENT S.A.” and its environment, we have not identified any material inconsistencies in
the Board of Directors’ Report.
2) Additional Report to the Audit Committee
Our audit opinion on the accompanying separate and the consolidated financial statements is consistent
with the additional report to the Audit Committee referred to in 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.
The allowed non-audit services provided to the Company and the Group during the year ended 31
December 2023 have been disclosed in Note 26 to the accompanying separate and consolidated financial
statements.
4) Appointment
We were appointed as statutory auditors for the first time by the General Assembly of shareholders of the
Company on 30 September 2019. Our appointment has been, since then, uninterruptedly renewed by the
Annual General Assembly of the shareholders of the Company for 5 years.
5) Operations’ Regulation
The Company has an Operations’ Regulation in accordance with the content prescribed by the provisions of
article 14 of Greek Law 4706/2020.
6) Assurance Report on European Single Electronic Format reporting
We have examined the digital files of the Company “DIMAND REAL ESTATE DEVELOPMENT S.A.”
(hereinafter the Company or/and the Group), that were 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 2023 in XHTML format
(213800DX7SOSSEJBS561-2023-12-31-en.xhtml) as well as the XBRL file (213800DX7SOSSEJBS561-2023-12-
31-en.zip) with the appropriate tagging on these consolidated financial statements, including the notes to
the financial statements.
7
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 Greek Law 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 regard to the consolidated financial statements prepared in accordance with the International Financial
Reporting Standards, the financial information included in the Statement of Total Comprehensive Income, in
the Statement of Financial Position, in the Statement of Changes in Equity, the Statement of Cash Flows, as well
as financial information included in the notes to the financial statements 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.
The requirements prescribed by the ESEF Regulatory Framework in force constitute appropriate criteria 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 the separate and consolidated financial
statements of the Company and the Group for the year ended 31 December 2023, in accordance with the
requirements set by the ESEF Regulatory Framework and for such internal controls that Management determines
that 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 carry out these assurance procedures 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 report of Issuers with
securities listed on a regulated market in Greece” 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.
Our work was conducted in compliance with the International Ethics Standards Board for Accountants’ Code of
Ethics for Professional Accountants (IESBA Code), as incorporated into the Greek legislation and moreover, we have
complied with the ethical requirements related to independence, in accordance with Greek Law 4449/2017 and EU
Regulation No 537/2014.
The assurance work carried out is limited to the items included in the ESΕF Guidelines and has been carried out
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 related to non-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 2023 prepared in
XHTML format (213800DX7SOSSEJBS561-2023-12-31-en.xhtml) as well as the XBRL file (213800DX7SOSSEJBS561-
2023-12-31-en.zip) with the appropriate tagging on the abovementioned consolidated financial statements,
including the notes to the financial statements, are prepared, in all material respects, in accordance with the
requirements of ESEF Regulatory Framework.
Athens, 2 April 2024
The Certified Public Accountant
Vassilis Christopoulos
Reg. No. SOEL: 39701
Deloitte Certified Public Accountants S.A.
3a Fragokklisias & Granikou str., 151 25 Marousi
Reg. No. SOEL: E. 120
Certifications by Members of the Board of Directors
for the year 2023
9
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, 2023
have been prepared in accordance with International Financial Reporting Standards (IFRS) as
adopted by the European Union and present a true and fair view of Statement of Financial
Position, 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 3556/2007 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, 02.04.2024
The certifiers,
The Vice Chairman of the BOD
and CEO
The Executive Member of the
BOD
The Executive Member of the
BOD
Dimitrios Andriopoulos
Nikolaos-Ioannis Dimtsas
Anna Chalkiadaki
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
10
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 2023
Dear Sha reh old er s,
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 2023 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 31.12.2023, the Group's total portfolio (through the Company and its subsidiaries) included, 12
investment projects (31.12.2022: 12 investment projects) 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 €167,483,629 (31.12.2022: €96,999,127)
and a total estimated Gross Development Value (GDV) at completion of €700,203,064 (31.12.2022:
€512,391,000), based on the valuations of independent certified valuers.
Properties held by the Group as of 31.12.2023 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
22.08.2022. 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. The above properties at 31.12.2023 have been
classified as Inventories as they are intended for sale.
• 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. 15,580
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
11
sqm, in the Municipality of Athens and specifically in Omonia Square, which is owned by the
subsidiary Alkanor S.M.S.A.. According to the business plan, the development of a mixed-use
complex that will include shops, offices, catering facilities, etc. is envisaged, 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 6,170 sq.m. for the purpose of lease.
• A leased four-storey building of c. 3,153 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 certification and LEED certification at the Gold level, according to the internationally
recognised rating system of the American body, USGBC. On 20.04.2022, a preliminary lease
agreement for the entire office building under development was signed with a well-known
multinational company. The above property as at 31.12.2023 has been classified as intended as
it is intended for sale.
• 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 1,772 sq.m. (and a total leasable
area of c. 1,518 sq.m), with modern design and specifications, for the purpose of 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 property
is the subsidiary Agchialos Akinita S.M.S.A.. 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, located on 26th October Street, 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, which is owned by the subsidiary Filma Estate S.M.S.A.. According to
the business plan, a mixed-use bioclimatic complex is expected to be developed for the purpose
of lease.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
12
• A two-storey building on 26th October Street, Thessaloniki, owned by the subsidiary Citrus
S.M.S.A.. According to the business plan, it is planned to radically renovate the building into an
iconic , green 5-storey office building with a total area of 5,170 sq.m. with LEED Gold certification.
The above property as of 31.12.2023 is classified as Inventory as it was intended for sale, which
took place on 10.01.2024 to the Black Sea Trade and Development Bank.
• Industrial complex (former premises of the factory of " Athens Papermill") on a plot of land of
c.49,340 sq.m. located on Hartergakon street, Iera Odos and Agios Polykarpou street in the area
of Elaionas, in the block 35 of the Municipality of Athens, which was acquired by the subsidiary
company IQ Athens S.M.S.A., on 28.02.2023. According to the business plan, a modern mixed-use
complex will be developed in accordance with the standards of the LEED certificate for bioclimatic
buildings of high energy class.
Also, as of 31.12.2023, the total portfolio of joint ventures in which the Group participated included 8
investment projects (31.12.2022: 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 €220,002,588 (31.12.2022: €154,345,391) and a total estimated Gross
Development Value (GDV) at completion of €494,660,092 (31.12.2022: €402,759,845), based on the
valuations of independent certified valuers.
Based on the above, as of 31.12.2023 the total number of investment projects under management
(Assets under Management - AUM) of the Group (through the Company, subsidiaries and joint
ventures) amounted to 20 (31.12.2022: 19) with a total fair value of €387,486,217 (31.12.2022:
€251,344,518) and a total estimated Gross Development Value (GDV) at completion of €1,194,863,156
(31.12.2022: €915,150,845), based on the valuations of independent certified valuers.
For the structure of the Group and the Company's interests in subsidiaries and joint ventures, please
refer to notes 10 and 11 of the Financial Statements. During fiscal year 2023 the following changes
were made in the Group:
On 19.05.2023, the Group, through the company Arcela Investments Ltd, proceeded to the disposal of
its 100% participation in subsidiary Nea Peramos S.M.S.A., see note 10 of the Annual Financial
Statements.
On 15.11.2023, the Group, through the company Arcela Investments Ltd, proceeded to the disposal of
its 100% participation in subsidiary Pefkor S.M.S.A., see note 10 of the Annual Financial Statements.
On 15.12.2023, the Group, through its subsidiary Arcela Investments Ltd, acquired 51% of the shares
of DI Terna S.A., which has undertaken the project of developing the property owned by the Technical
Chamber of Greece (TEE), in the area of Maroussi, Attica, under property consideration agreement
(antiparohi). According to the agreement, DI Terna S.A. will proceed with the construction of an office
building complex, with basement, and new infrastructure of high-quality standards with bioclimatic
characteristics. Two (2) independent buildings will be erected on the land, one of which will be fully
owned by the TEΕ (as the landowner) while the other will be fully owned by DI Terna S.A. (as the
contractor of the project) as a consideration of the works to be carried out.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
13
The key figures in the Statement of Financial Position for the Group are as follows:
31.12.2023
31.12.2022
Variance
(%)
Investment Property
117,103,629
96,999,127
21%
Inventories
50,427,800
-
N/A
Investments in Joint Ventures accounted for
using the equity method
49,300,182
37,302,366
32%
Cash and cash equivalents
12,400,507
9,999,652
24%
Debt
81,472,456
45,767,845
78%
Total equity
133,632,764
122,429,037
9%
SIGNIFICANT EVENTS IN 2023
Α. Corporate events
The Annual General Meeting of the Company's shareholders dated 07.09.2022 resolved on the
distribution of treasury shares of the Company in recognition of the contribution of the members of
the Board of Directors and the Company's personnel, as well as the persons who provide the Company
with services on a stable basis in its development that led to a successful Public Offering and the listing
of its shares for trading on the Main Market of the Athens Stock Exchange. The purchase of treasury
shares was initiated and completed in the first half of 2023. The Company acquired a total of 150,000
treasury shares, representing 0.8030% of the Company's total share capital, at an average purchase
price of €13.1875 per share (in accordance with the terms approved by the aforementioned Annual
General Meeting). It is noted that the terms of the free distribution of the Company's treasury shares
were amended by the Annual General Meeting of the Company's shareholders dated 22.06.2023.
More specifically, it was decided to modify the deadline within which the distribution of the treasury
shares will be completed, with the latest date being 30.06.2024, and it was also resolved that any own
shares not distributed in accordance with the applicable Stock Award Plan, for whatever reason, to be
disposed for any purpose and use permitted by the applicable legislation.
In addition, the Annual General Meeting of 22.06.2023, approved the establishment of a new Equity
Share Acquisition Plan for any purpose and use permitted by the applicable legislation (including, but
not limited to, the purpose of reducing the Company's share capital and cancelling the treasury shares
to be acquired by the Company, and/or their allocation to the staff and/or members of the
management of the Company and/or an affiliated company, always in accordance with the Company's
applicable Remuneration Policy), up to 0.803% of the paid-up share capital of the Company, i.e. a total
of up to one hundred and fifty thousand (18,680,300 x 0.803 %) shares (in addition to the treasury
shares already held by the Company under the existing plan, i.e. up to 300,000 shares in total at any
given time, representing (1.61%) of the Company's share capital), at a price range between €10.00
(minimum price) and €20.00 (maximum price) per share, for a period of twelve (12) months from the
date of the decision and beyond, approved to authorize the Board of Directors to determine, at its
sole discretion, any other details and to take all necessary actions to implement this resolution,
including the possibility of further delegation of some or all of these powers. Up to the date of approval
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
14
of the financial statements, no further treasury shares have been acquired under the new Equity Share
Acquisition Plan.
Β. Investments
With regard to the former "MINION" property in the center of Athens, the subsidiary Alkanor S.M.S.A.
acquired in 2023 horizontal properties of a total surface area of 3,100 sq.m, which corresponds to
89.77% of building A, for a total consideration of €4,440,000, and horizontal properties with a total
surface area of 2,891 sq.m., which corresponds to 95.41% of building B, for a total consideration of
€4,320,000. Of the amount of €8,760,000, an amount of €5,320,000 was paid in advance by December
31, 2022 (under notarial preliminary agreements), while the amount of €3,440,000 was paid in 2023.
In addition, during the financial year 2023, the subsidiary Alkanor S.M.S.A., in the context of the
development and exploitation of the entire "MINION" property, entered into three lease agreements
for horizontal properties with a total surface area of 139.21 sq.m., which corresponds to 4.59% of
Building B. The duration of the leases is 20 years for each lease contract.
On 04.02.2023, the joint venture P and E Investments S.A. (75% of its shares are held by the subsidiary
Metrinwood Ltd) signed an agreement with Alpha Group Investments Ltd of Alpha Bank Group for the
acquisition of 65% of the shares of Skyline Real Estate S.M.S.A. ("Skyline"). Completion of the
transaction is expected to take place within 2024. As part of the transaction, Skyline will acquire a
portfolio of 573 properties for c. €437,676,000 through a loan facility of up to €240,000,000 provided
by Alpha Bank S.A.
During the fiscal year 2023, the subsidiary Arcela Investments Limited, proceeded to the signing of a
preliminary agreement for the sale of all the shares of the 100% subsidiary Cypriot company. The
subsidiary Severdor Ltd is the sole shareholder of Insignio S.M.S.A., which is the owner of the plot of
land located at 65 Kifissias Avenue in Maroussi, on which an iconic office complex with a total gross
area of c. 24,940 sq.m. is already under development. The final sale of the shares will take place
immediately after the completion of the development of the office complex and its delivery for use by
tenant. The transfer consideration will be determined in accordance with the equity method based on
the agreed price for the property of €74,444,444. As of December 31, 2023, the subsidiary Arcela
Investments Limited has received an advance payment of €22,333,333 from the acquirer, which is
presented in the line item "Trade and other payables" in the Statement of Financial Position.
On 28.02.2023, the subsidiary IQ Athens S.M.S.A., following the notarial preliminary purchase and sale
agreement dated 04.01.2021, proceeded with the acquisition of an industrial complex (former
premises of the "Athenian Paper Mill") on a plot of land of c. 49,340 sq.m. located on Hartergaton, Iera
Odos and Agios Polykarpos streets in the area of Votanikos. Out of the total acquisition consideration
of €14,220,000, as of the date of the acquisition €8,280,000 were paid as an advance payment based
on preliminary agreements until 31.12.2022, while the remaining amount of €5,940,000 was paid
during 2023. According to the business plan, a modern mixed-use complex will be figured according
to the standards of the LEED certificate for bioclimatic buildings of high energy class.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
15
On 15.05.2023, the subsidiary Nea Peramos Side Port S.M.S.A., following the notarial preliminary
agreement dated 26.05. 2022, proceeded to the acquisition of an industrial complex (former facilities
of the factory of "Athenian Paper Mill"), on a plot of land of c. 70,267 sq.m. in the area of Nea Peramos
in the prefecture of Kavala, for a consideration of €600,000. Of the total consideration of €600,000, an
amount of €30,000 was paid as an advance payment based on the above preliminary agreement in
2022 and an amount of €570,000 was paid in 2023.
On 26.06.2023, the subsidiary Pefkor S.M.S.A., following the notarial preliminary agreement dated
26.05.2022, proceeded to the acquisition of an industrial complex (former premises of the factory of
"Athenian Papermill"), on a plot of land of c. 73,041 sq.m. in Nea Peramos, in the Municipality of
Megareon, at the location "VLYCHADA", for a consideration of €2,800,000. Of the total consideration
of €2,800,000, €180,000 was paid as an advance payment in the context of the preliminary agreement
up to 2022, while the amount of €2,620,000 was paid in 2023.
In relation to the former complex of the old FIX factory (FIX Complex), on 31.08.2023, the subsidiary
Filma Estate S.M.S.A. acquired the remaining 25% undivided ownership for a consideration of
€4,750,000 (€337,527 was paid in 2022 as a prepayment) and now owns 100% of the property.
C. Disposals
On 07.03.2023, the subsidiary Hub 204 S.M.S.A., was awarded as the preferred bidder in the context
of the public tender conducted on 08.09.2022, for the acquisition by TAHDIK of a property to house
the Piraeus Judicial Services, for a consideration of €80,900,000. The New Courthouse will be
developed on a plot of land owned by Hub 204 S.M.S.A. in the area of St. Dionysios of the Municipality
of Piraeus. The project will be configured according to the standards of the LEED certification at the
Gold level, according to the internationally recognised rating system of the USGBC. The signing of the
sale and purchase agreement according to the terms of the tender took place on 13.11.2023, and
according to the terms of the contract, Hub 204 S.M.S.A. transferred the property to TAHDIK for a
consideration of €8,000,000, please refer to note 8 of the Annual Financial Statements.
On 19.05.2023, the subsidiary Arcela Investments Ltd, sold its 100% participation in Nea Peramos Side
Port S.M.S.A., for a consideration of €3,412,413, please refer to note 10 of the Annual Financial
Statements.
On 15.11.2023, the subsidiary Arcela Investments Ltd, sold its 100% participation in Pefkor S.M.S.A.,
for a consideration of €4,310,794, please refer to note 10 of the Annual Financial Statements.
During the fiscal year 2023 the Group concluded the above sales of equity investments and investment
properties and recognised a total gain from these transactions of €6,772,852. More specifically, the
line item "Net Gain/(Loss) on revaluation of investment properties at fair value" includes an amount
of €4,867,676 as a result of the fair value measurement of investment properties either at the time of
their sale or at the time of the sale of the equity interests of the subsidiaries holding them. In addition,
the line item "Gain on sale of investment properties" includes an amount of €65,000 which is the
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
16
difference between the sale consideration of an investment property and the fair value of an
investment property at the time of the sale. Finally, the item "Gain on sale of investments" includes an
amount of €1,840,176, which is the difference between the selling consideration of the investments
and the net assets of the subsidiaries transferred at the time of the sale.
In addition, on 29.12.2023, the subsidiary Pavalia Ltd, proceeded with the signing of a preliminary
purchase and sale agreement for the 60% of the joint venture’s share capital “Ependitiki Chanion S.A.”
The share purchase and sale agreement was signed on 30.01.2024 and the consideration for the 60%
of the shares amounted to €4,069,132, please refer to note 16 of the Annual Financial Statements.
D. Financing
On 28.03.2023, a common bond loan was issued between “THE ETHNIKI HELLENIC GENERAL
INSURANCE COMPANY S.A.” (ETHNIKI INSURANCE) as bondholder and the Company as the issuer, for
an amount of up to €10,000,000 for a term of 3 years and a fixed interest rate of 8% in order to finance
working capital needs and/or the investment program of the issuer. As of 31.12.2023, the above bond
loan has been drawn in full. A cash guarantee of €1,200,000 has been given as security for the above-
mentioned bond loan.
On 22.06.2023, the subsidiary IQ Athens S.M.S.A., entered into a loan agreement for an open current
account with Alpha Bank S.A., for an amount up to €5,440,000, with a floating interest rate of Euribor
3M+3.20%. On 26.10.2023, the subsidiary IQ Athens S.M.S.A. amended the loan agreement dated
22.06.2023, regarding to the amount of the loan, which now amounts to €7,440,000 and has been
drawn in full until 31.12.2023. The purpose of the financing is (a) to repay part of the consideration for
the final acquisition of the industrial complex (former premises of the Athenian Papermill) in Elaionas,
Municipality of Athens, and (b) for early construction works. In addition, the subsidiary IQ Athens
S.M.S.A. proceeded on 24.11.2023, to the signing of a Common Bond Loan Agreement with Alpha Bank
S.A. and the participation of the Recovery and Resilience Fund (RRF), for a total amount of
€106,440,000. The participation of Alpha Bank S.A. in the financing scheme amounts to 30% and of
the RRF to 40%, covering in total 70% of the cost of the investment program (which has been budgeted
at €152,224,554). The purpose of the bond loan is to finance the subsidiary's investment plan for the
purchase of a property in Elaionas and the development of a modern office complex, including of
course the refinancing of the open current account agreement. The first disbursement of the Bond
Loan of €8,440,000 took place on 31.01.2024, and the subsidiary IQ Athens S.M.S.A. proceeded to the
repayment of the above mentioned open current account agreement of €7,440,000. The collaterals of
the loan include, among others, a mortgage pre-notation on the property of IQ Athens S.M.S.A. for an
amount of €163,592,000 and a pledge on the entire share capital of IQ Athens S.M.S.A., which were
granted in 2024.
On 14.07.2023, the subsidiary Kalliga Estate S.M.S.A., proceeded to the signing of a common secured
bond loan of up to €2,000,000, with a term of 13 months, in order to refinance the existing Open
Current Account Agreement. This bond loan has not been issued as of 31.12.2023. The collaterals for
this loan include, among others, a mortgage on the property of Kalliga Estate S.M.S.A. in the amount
of €2,400,000 and a pledge on its entire share capital.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
17
On 17.07.2023, the subsidiary Filma Estate S.M.S.A. entered into an open current account agreement
with Piraeus Bank, for an amount of up to €4,200,000 with a floating interest rate of Euribor 3M+3,55%.
The purpose of the loan is to finance: a) part of the acquisition cost of 25% of the investment property,
i.e. a plot of land with a complex of industrial buildings on 26th October Street, Thessaloniki (former
complex of the old FIX factory premises "FIX Complex"), and/or b) early construction works. To secure
the loan, the shares of the subsidiary Filma S.M.S.A. were pledged in their entirety.
On 22.12.2023, the subsidiary Alkanor S.M.S.A. modified the term of the bond loan dated 22.12.2021,
and extended the term of the loan until 30.04.2024. The purpose of the loan was to finance part of
the acquisition cost of Alkanor S.M.S.A. property and is to be refinanced no later than its maturity date
by another Bond Loan as part of the broader project financing (renovation-construction of the former
MINION property). The balance of the bond loan remained unchanged as of 31.12.2023, and
31.12.2022, i.e. at the amount of €11,000,000. Furthermore, on 03.08.2023, the subsidiary Alkanor
S.M.S.A. amended the loan agreement dated 10.11.2022, through an open current account regarding
to the amount of the loan, which now amounts to €5,000,000 from €2,000,000 and has been drawn in
full until 31.12.2023.
FINANCIAL PERFORMANCE OF THE GROUP
The revenue of the Group amounted to €9,385,708 from €10,621,314 in the previous year. The
following table represents revenue per stream:
From 1.1 to
31.12.2023
31.12.2022
Variance (%)
Revenue from project management
4,730,267
5,742,928
(18%)
Revenue from maintenance services
3,057,440
2,262,502
35%
Revenue from construction
-
1,360,000
(100%)
Revenue from sales of residential houses
-
1,000,000
(100%)
Revenue from consulting services
1,420,000
-
N/A
Other
178,001
255,884
(30%)
Total revenue
9,385,708
10,621,314
(12%)
The net fair value gain from revaluation of the Group's investment properties for the fiscal year 2023
amounted to €19,338,963 compared to a gain of €8,221,098 in the corresponding fiscal year. In
addition, the Group recognised gain on disposal of investments in subsidiaries/joint ventures
amounted to €1,840,176 for the fiscal year 2023 compared to €2,493,529 in the corresponding fiscal
year, please refer to note 10 of the Annual Financial Statements.
The Group's operating expenses for the fiscal year 2023 amounted to €13,053,441 compared to
€15,129,740 in the previous fiscal year, i.e. decreased by 13.7%. More specifically, the Group's
personnel expenses for the fiscal year 2023 amounted to €4,058,492 compared to €3,573,557 in the
previous fiscal year. In addition, the Group's expenses on property taxes ((Unified Property Tax –
ENFIA) for the fiscal year 2023 amounted to €1,043,706 compared to €611,785 in the previous fiscal
year, with the increase was mainly deriving from the acquisition of investment properties or the
signing of preliminary agreements for the acquisition of investment properties by subsidiaries during
the fiscal year 2022. The above increase was offset by the decrease in the Group's other expenses,
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
18
which for the fiscal year 2023 amounted to €7,486,437 compared to €9,628,349 in the previous fiscal
year. The decrease is mainly due to the fact that there were no construction costs within the fiscal year
2023 as there was no construction contract in force, as shown above in the revenue analysis
(construction costs for the 2022 fiscal year: €914,519). In addition, fiscal year 2022 was charged with
one-off stamp duty costs of €570,502 on business loans due to the amendment of the legislative
framework with retroactive effect from 01.01.2021.
Despite the above increase of expenses, the Group’s operating profit increased by 106.5% to
€18,379,102 in fiscal year 2023 from €7,054,196 in the previous fiscal year.
The Group’s financial expenses for the fiscal year 2023 amounted to €2,025,629 compared to
€12,006,391 in the previous fiscal year, i.e. decreased by 83.1%. The Company, following the increase
in its share capital, paid on 04.07.2022 the total amount of €50,587,885 for the full repayment of the
bond loan and the redemption of the preference shares, in accordance with the specific provisions of
the prospectus of 23.06.2022. Since the repayment of the loan was made on 04.07.2022, the results
of the Group and the Company in the previous fiscal year have been affected by a financial expense
of €10,632,389, including one-off financial costs and related expenses of €7,634,010.
The Group's share of profit/(loss) from investments accounted for using the equity method for the
fiscal year 2023 amounted to a profit of €551,969 compared to a loss of €(217,943) in the previous
fiscal year.
The Group’s profit/(loss) before taxes for the fiscal year 2023 amounted to €17,019,455 compared to
a loss of €(5,146,876) in the previous fiscal year. Similarly, the Group’s net profit for the fiscal year 2023
amounted to €13,205,064 compared to a loss of €(7,805,391) in the previous fiscal year.
During the fiscal year 2023, non-recurring marketing expenses of €585,319 were incurred in relation
to the FIX project owned by the subsidiary Filma Estate S.M.S.A. in Thessaloniki. Similarly, in fiscal year
2022, non-recurring expenses of €8,205,312 were incurred, which related to one-off financial costs
and related expenses (in the context of the full repayment of a bond loan as above) of €7,634,010 and
an expense due to the extraordinary payment of stamp duty on business loans of €570,502.
Not taking into account the above non-recurring expenses, the Group’s profit before taxes for the
fiscal year 2023 amounted to €17,604,774 compared to €3,057,636 in the previous fiscal year and Net
Profit amounted to €13,790,383 compared to €399,121 in the previous fiscal year.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
19
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
(%)
31.12.2023
31.12.2022
Revenue
9,385,708
10,621,314
(12)%
Net fair value gains / (losses) on investment
property
19,338,963
8,221,098
135%
Operating profit
18,379,102
7,054,196
161%
Adjusted operating profit
18,964,421
7,624,698
149%
Profit/(Loss) before tax
17,019,455
(5,146,876)
N/A
Adjusted profit before tax
17,604,774
3,057,636
476%
Profit/(Loss) for the year
13,205,065
(7,805,391)
N/A
Adjusted profit for the year
13,790,383
399,121
3,355%
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
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
19
mortization (EBITDA)
From 1.1. to
31.12.2023
31.12.2022
Profit/(Loss) before tax
17,019,455
(5,146,876)
Plus: Depreciation and 19mortization of tangible and
intangible assets
331,817
268,320
Plus: Net finance expenses
1,911,616
11,983,129
Earnings before interest, taxes, depreciation and
amortisation (EBITDA)
19,262,888
7,104,573
Plus: Net non-recurring expenses
585,319
570,502
Adjusted earnings before interest, taxes,
depreciation and amortisation (Adjusted EBITDA)
19,848,207
7,675,075
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
20
Return on Equity – (ROE):
From 1.1. to
31.12.2023
31.12.2022
Profit/(Loss) for the year
13,205,065
(7,805,391)
Average equity
128,030,900
80,085,700
Return on Equity (ROE)
10%
(10)%
From 1.1. to
31.12.2023
31.12.2022
Profit/(Loss) for the year
13,205,065
(7,805,391)
Plus: Net non-recurring expenses
1
585,319
8,205,312
Adjusted net profit
13,790,383
399,921
Average equity
128,030,900
80,085,700
Adjusted ROE
11%
0%
Net Asset Value – (NAV):
31.12.2023
31.12.2022
Total equity
133,632,764
122,429,037
(Minus): Deferred tax asset
(435,133)
(424,664)
Plus: Deferred tax liability
6,851,647
3,524,109
Net Asset Value
140,049,278
125,528,480
Net Debt/Total Assets:
31.12.2023
31.12.2022
Debt
81,472,456
45,767,845
(Minus): Cash and cash equivalent
(12,400,507)
(9,999,652)
(Minus): Restricted cash
(2,023,850)
-
Net Debt (a)
67,048,099
35,768,194
Total Assets (b)
259,030,555
182,423,574
Net Debt / Total Assets (a/b)
26%
20%
1
Net non-recurring expenses for the fiscal year 2023 relate to marketing expenses of the FIX project developed by the subsidiary
Filma Estate S.M.S.A. in Thessaloniki, while for the fiscal year 2022 they relate to a) the one-off payment of 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 and b) one-off financial costs and related expenses totalling €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, 2023
All amounts are expressed in Euro, unless otherwise stated
21
Net debt / Investment property (Net LTV):
31.12.2023
31.12.2022
Outstanding capital of borrowings
1
77,314,000
43,447,000
(Minus): Cash and cash equivalent
(12,400,507)
(9,999,652)
(Minus): Restricted cash
(2,023,850)
-
Net Debt (a)
62,889,643
33,447,348
Investments
2
167,483,629
96,999,127
Net LTV (a/b)
38%
34%
DESCRIPTION AND MANAGEMENT OF THE KEY UNCERTAINTIES AND RISKS
The Management, after examining the current financial information of the Group and the Company
as well as future liabilities, agreements, and prospects, taking into account the impact of the
macroeconomic environment, the Management believes 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 on the going concern principle.
A. 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 Group and
Company Management identifies, evaluates and takes measures to hedge against financial risks.
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
1
Outstanding capital of borrowings relates to outstanding capital of borrowings from financial institutions.
2
Investments include the fair value of the property portfolio as determined by independent valuers:
31.12.2023
31.12.2022
Investment property
117,103,629
96,999,127
Property classified as inventory
50,380,000
-
Total
167,483,629
96,999,127
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
22
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.
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 long-term debt. The Group's and the
Company's long-term debt on 31.12.2023, includes floating interest rate loans, see related note 19,
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. From the Group's total debt as of 31.12.2023, the amount
of €36,550,970 (2022: €29,159,505) relates to the balances of floating rate bond loans of the
subsidiaries Alkanor S.M.S.A. and Insignio S.M.S.A..
If the borrowing rate had increased/decreased by 1% during fiscal year 2023, while all other variables
remaining constant, the Group's profit or loss for the fiscal year would have decreased/increased by
c. €365,510 (2022: €291,595). The above sensitivity analysis has been calculated using the assumption
that the balance of the Group's debt on 31.12.2023, was the balance of the Group's debt throughout
the year.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
23
The Group's policy is to minimise this exposure at all times by 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-margin with a floating basis linked to
Euribor, the Group has studied the Euribor fluctuation curve over a five-year horizon during which no
significant risk has arisen. Given the recent developments in the markets and the indications of a
future increase in the base rate (Euribor), the Group companies, in collaboration 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. In addition, the Group, having
incorporated the philosophy of "green" buildings into the core of its business, has the possibility of
using Recovery and Resilience Fund (RRF) resources to finance its projects. With this fixed-rate
financing instrument, the Group partially offsets the risk of rising interest rates during the construction
period.
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 of 31.12.2023, 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 31.12.2023, arises from the Group's and the
Company's cash and cash equivalents, receivables mainly from customers, receivables from finance
subleases and loans granted to related parties. The Group's receivables from customers are mainly
from the Company while the receivables from financial subleases are exclusively from the Company.
The Group and the Company by definition do not create significant concentrations of credit risk.
Contracts are made with customers with a reduced degree of loss. Management continually assesses
the creditworthiness of its customers and the maximum credit limits allowed.
For the Group's and the Company's receivables and loans and information on the relevant provision
for impairment made by the Group and the Company, please 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.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
24
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.
B. 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.
The gearing ratio as at 31.12.2023 and 31.12.2022 is presented below.
Group
Company
Note
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Total debt
19
81,472,456
45,767,845
19,401,030
6,764,786
Minus: Cash and cash equivalents
15
12,400,507
9,999,652
1,551,118
2,005,558
Minus: Restricted cash
13
2,023,850
-
-
-
Net Debt
67,048,099
35,768,193
17,849,912
4,759,228
Equity
133,632,764
122,429,037
146,387,508
131,383,967
Total capital employed
200,680,863
158,197,230
164,237,420
136,143,195
Gearing ratio
33%
23%
11%
3%
NON FINANCIAL INFORMATION
CORPORATE GOVERNANCE AND SUSTAINABLE DEVELOPMENT (ESG)
Corporate governance and sustainable development are an integral part of all the Group's activities.
The Group is committed to a strong set of core values that guide its business practices and serve as
guiding principles underpinning its commitment to sustainable business operations, aligning its
course with the United Nations Sustainable Development Goals (SDGs). By integrating these values
into daily practices and decision making, the Group strives to create a positive impact on the
environment, society and the economy, and to contribute to building a well-rounded and sustainable
business.
Through rigorous implementation of policies, responsible governance, strict compliance measures
and thorough audits, the Group consistently strives to maintain best practices that meet sustainability
expectations.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
25
Corporate values
The core values are an integral part of the Group's culture and business activities and reflect its belief
that responsible business is key to long-term success.
Excellence: The Group sets the highest standards of quality and believes in continuous learning and
development. We advance our services by establishing, maintaining, and developing partnerships with
industry leaders.
Innovation: The Group follows industry trends to identify innovative ideas. We support new
developments in our sector, and we adopt initiatives to position our company as a real estate leader.
Quality: The Group delivers projects that create shared value for the client and the community, setting
the highest goals and making full use of its capabilities to deliver the best possible outcome.
Health and Safety: The Group is committed to ensure safe working conditions for all employees,
subcontractors and partners while guarantying regulatory compliance. We set strict policies and
detailed procedures, and we provide our staff with ongoing training to maintain our zero-accident
culture.
Environmental protection and responsibility: The Group builds a sustainable future by integrating
environmental criteria and focusing on responsible procurement practices, using eco-friendly
construction materials and accomplishing smart building strategies.
Information security: The Group protects information and data processing systems, to ensure data
privacy of customers, suppliers and employees.
Sustainable development (ESG)
The Group's vision is centred around sustainable development and includes a strong commitment to
addressing environmental, social and governance issues.
E- ENVIROMENTAL RESPONSIBILITY
Goals and actions
In line with the Group's commitment to sustainable development, integrated policies have been
established that address both the environment (environmental policy) and sustainable development
(sustainable development policy). These policies act as a guide to the Group's operations, emphasising
the importance of minimising the environmental footprint and promoting long-term sustainability. To
ensure compliance and effectiveness, ISO 14001 standards have been implemented, which provide a
framework for managing environmental responsibilities systematically. In addition, in line with the
Group's commitment to addressing climate change, the National Climate Act is implemented in
accordance with ISO 14064-1:2018. This strategic approach not only demonstrates the Group's
commitment to reducing greenhouse gas emissions, but also reinforces the Group's role in making a
positive contribution to global environmental efforts. Through these initiatives, we aim to promote a
culture of environmental responsibility and contribute to a greener and more sustainable future.
The environmental goals set by the Group reflect a commitment to sustainable practices and the
responsibilities that flow from it. The approach taken includes the incorporation of 'green'
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
26
internationally recognised certificates in the majority of the Group's projects, ensuring that their
operation meets strict environmental standards. In addition, the recycling of waste from construction
projects is a priority, aiming for a recycling rate of over 75%, reducing the ecological footprint and
promoting the principles of the circular economy. Annual ESG reports are issued to ensure
transparency of non-financial information (ESG) and the Group's performance, promoting
transparency and stakeholder engagement. In addition, the commitment to sustainability is also
reinforced through the Group's participation in the Global Real Estate Sustainability Benchmark
(GRESB), allowing it to be assessed against rigorous and industry-leading sustainability standards,
promoting continuous improvement and demonstrating management's commitment to
environmental stewardship.
Environmental Responsibility
The Group attaches particular importance to projects and actions with high environmental impact and
low energy footprint in the context of addressing the impacts of climate change, and develops, adapts
and implements all policies that ensure this priority.
The Group reinforces its responsibility by monitoring its negative impact on the environment,
developing environmental programs, implementing "Green Procurement" criteria, monitoring
regulations and legislation and evaluating compliance, incorporating responsible environmental
management standards, training and enhancing the environmental awareness of its employees, and
allocating the resources necessary to achieve its objectives.
In summary, the Group contributes to the promotion of a sustainable society through environmentally
friendly business activities based on the following guidelines:
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
27
The Group is diligently focused on promoting the development of green buildings, optimising energy
management, advocating climate change mitigation and adaptation to carbon emissions, promoting
the transformative principles of the circular economy and safeguarding invaluable biodiversity and
habitat protection.
- Green buildings
Since 2009, the Group has been shaping the ethos of sustainable living, incorporating the philosophy
of "green" sustainable buildings at the heart of its activities. The Group specialises in pioneering
bioclimatic office buildings, iconic urban regeneration, unique mixed-use projects and modern private
sports facilities.
The Group is a pioneer in the domestic market and has a proven track record in the development of
green buildings. Its core purpose is to ensure the highest standards of environmental coverage for the
buildings it develops, implementing high energy efficiency properties tailored 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 in the surrounding area, the construction of
external surfaces for pedestrians and bicycles, the excellent connection with public transport, the
parking spaces with charging points for electric vehicles, the construction of a rainwater tank to reduce
drinking water consumption.
In addition, the Group ensures that all its projects are certified to environmental standards, and have
achieved LEED Gold certification as a minimum, with its portfolio including three (3) LEED Platinum
projects, two (2) for project development services and one (1) through project management services.
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
highly 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.
More specifically, based on official USGBC data, as of 08.03.2024 there are forty (40) certified buildings
in Greece in the LEED Building Design and Construction_LEED BD+C category, of which thirteen (13)
have been developed by the Group, two (2) have been constructed by the Group, while in one (1) the
Group provided project management services. The above shows that the Group has been active in the
development of 40% of the domestic certified projects (of the above categories).
In the design and construction of the buildings, the weather and the environment are taken into
account so that they are highly durable and adaptable to changing conditions. With a particular focus
on energy and water conservation, the design incorporates environmentally friendly materials and
prioritises the enhancement of health and well-being of users. The goal is to achieve optimal
conditions, both internally and externally, with respect for the environment and the surrounding area.
Key actions to ensure sustainable buildings, include the optimal use of natural light during the day
through special brightness and presence detectors, energy saving through energy modelling, high
thermal insulation and installation of efficient systems, the use of rainwater for irrigation, the
incorporation of an increased amount of environmentally friendly materials.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
28
- Energy management and carbon emissions
The Group, wishing to maintain sound environmental practices, focuses on the efficient use of energy
to reduce consumption levels. The efficient use of energy is achieved through the optimization of
processes, the adoption of innovative technologies and the awareness of the users of its buildings.
The growing presence of the risk of climate change in the industry is becoming increasingly apparent
and its effects pose a significant threat to both the environment and human health. The Group is
focused on minimising its carbon footprint by optimising the life cycle of all projects, from design to
construction and operation.
- Circular economy
Waste, sewage and water
The Group undertakes actions to reduce the amount of waste produced in our offices by focusing on
reducing the amount of paper, electrical appliances, plastics and batteries consumed. Also, in our
projects we have achieved high diversion of all construction waste from landfills. In addition, the Group
is implementing actions related to the reduction of water use outdoors by implementing smart
irrigation systems, rainwater harvesting and selection of native plants.
Materials
The Group recognises the profound impact that the extraction and use of raw materials has on the
environment. With unwavering commitment, it remains steadfast in its mission to eliminate the
undesirable environmental impacts resulting from the use of a significant number of materials. As
such, we use environmentally friendly materials and work with responsible partners, establishing
relevant standards for materials sourced directly and requirements for its suppliers. The general
provisions below 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 made with less harmful
substances and certified eco-friendly products, and the application of criteria for all types of
equipment related to the energy efficiency.
- Biodiversity and Habital protection
The Group recognises that the well-being of future generations depends on the goods of nature and
therefore values and respects everything that nature offers us, aiming for sustainable development.
Therefore, the characteristics of biodiversity are taken into account in all its project planning and
development processes. At the same time, it recognises the scale, risks and impacts of its business
activities, products and services on biodiversity and incorporates green features into its projects to
achieve biodiversity enhancement and create a living and working environment that benefits the wider
community.
Taxonomy
The companies subject to disclosure of the information referred to in Article 8 of the Taxonomy
Regulation are those subject to the obligation to publish non-financial information in accordance with
Article 19a or Article 29a of Directive 2013/34/EU.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
29
Pursuant to Articles 151 and 154 of the Law 4548/2018, the obligation to disclose the information
under Article 8 of the Taxonomy Regulation applies to: a) large public company or parent public limited
companies of a large group that are entities of public interest and b) exceed the average number of
five hundred (500) employees during the fiscal year and their total assets exceed €20,000,000, or their
total net sales exceed €40,000,000 at the date of closure of their Statement of Financial Position.
As the Group, as at 31.12.2023 and 31.12.2022, did not meet the conditions mentioned above, it is not
required to disclose information under the EU Classification.
In 2023, the Group published the ESG Report for the period from 01.01.2022 to 31.12.2022. The report
has been prepared in accordance with the Global Reporting Initiative (GRI) Standards and has been
aligned with the Athens Stock Exchange (ATHEX) ESG Disclosure Guide 2022 and the Global Real Estate
Sustainability Benchmark (GRESB) Reporting Guide. For the period 1.1.2023 to 31.12.2023, the ESG
Report is expected to be published in 2024.
Finally, it is noted that in December 2022, the Company's shares, which have been listed on the Athens
Exchange since July 2022, were included in the ATHEX ESG Index, which monitors the stock market
performance of listed companies that adopt and promote their environmental, social and corporate
governance (ESG) practices.
S- Employment and Social Responsibility
The Group, and particularly the Company which mainly employs employees, emphasizes the value of
human resources and their continuous improvement in all areas. More specifically, a policy of non-
discrimination and equal opportunities is applied, irrespective of the gender, race, nationality, religion
or any other characteristics of the employees.
Human resources
As of 31.12.2023, the Group employed 62 employees, of which 58% were male and 42% were female
(31.12.2022: 64 employees, of which 59% were male and 41% were female).
Similarly, the Company employed 55 employees as of 31.12.2023, of which 55% were male and 45%
were female (31.12.2022: 56 employees of which 55% were male and 45% were female).
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 31.12.2023 and 31.12.2022.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
30
2023
Group
Range of age
Males
Females
Total
% Males
% Females
between 20 to 30
6
6
12
50%
50%
between 31 to 40
11
9
20
55%
45%
between 41 to 50
11
8
19
58%
42%
Over 50
8
3
11
73%
27%
Total
36
26
62
58%
42%
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%
2023
Company
Range of age
Males
Females
Total
% Males
% Females
between 20 to 30
3
6
9
33%
67%
between 31 to 40
10
8
18
56%
44%
between 41 to 50
11
8
19
58%
42%
Over 50
6
3
9
67%
33%
Total
30
25
55
55%
45%
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%
In addition, the Board of Directors of the Company consists of 10 members of which 60% were men
and 40% women, confirming the policy of non-discrimination and equal opportunities regardless of
gender adopted by the Group.
The Group and the Company have as their priorities to attract and retain human resources
characterised by integrity and professionalism, offering them equal opportunities both in terms of
remuneration and opportunities for advancement.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
31
The Group and the Company is interested in the development of employees and therefore supports
the training of employees through external educational institutions, within the scope of its scope and
business activities.
Health and Safety
The Group and the Company, with the ultimate goal of effectively addressing occupational risks and
zero accidents, managing health and safety issues, are based on the principle of prevention and are
in full compliance with the current legislative framework in Greece and Cyprus. During the fiscal years
2023 and 2022, no occupational accidents were recorded in the Group and the Company.
Social actions
The Group is characterized by a deep sense of responsibility towards society as a whole and towards
people with special needs, through multiple activities and events that are coordinated and supervised
directly by the Management, underlining the Group's sensitivity to issues of social contribution.
G- Corporate Governance
The Company and its significant subsidiary Arcela Investments Ltd have established Internal
Regulations, which record the basic principles, policies and procedures of corporate governance that
they apply, including the principles governing the Internal Audit System, in compliance with the
applicable legislation and the regulatory provisions of the supervisory authorities. The Internal
Regulations of the Company and its significant subsidiary Arcela Investments Ltd are published on the
Company's website https://dimand.gr. Relevant information is included in the Corporate Governance
Statement below.
• Management of transparency and anti – corruption issues
The Group has established a set of internal procedures, which are applied at all levels, based on ethics,
transparency and open procedures. Eliminating and combating bribery and corruption in all its forms
is a priority for the Group. The Group has a Code of Business Ethics and Conduct, an Anti-Corruption
and Anti-Bribery Policy and a Group Whistleblowing Policy and Procedure to ensure the credibility,
integrity and transparency of its operations to shareholders and other stakeholders. Also, in February
2024, the Company was certified for the first time in the Anti-Bribery Management System (ELOT ISO
37001:2017).
• Protection of personal data
The Company operates and processes personal data of natural persons (such as, but not limited to,
partners, suppliers, shareholders, staff, prospective staff), in accordance with the applicable national
legislation and the European Regulation 2016/679 on the protection of natural persons with regard to
the processing of personal data and on the free movement of such data. Respect, effective protection
and security of personal data is a commitment for the Company. For this reason, the Company
undertakes appropriate measures to protect the personal data it processes and to ensure that they
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
32
are always processed in accordance with the obligations imposed by the legal framework, both by the
Company itself and by third parties that process personal data on its behalf.
Non-Financial risks
The Group has identified certain potential non-financial risks for the management of which a
concerted and collective effort is required.
• Climate change risk
Climate change is now considered one of the most important global issues with a significant adverse
impact on the Group's activities, as well as on the natural environment and the wider society. Taking
into account the risk of climate change, the Group's strategy regarding investments in energy efficient,
sustainable and resilient buildings is also determined. In addition, as part of the protection of the
Group's assets, the Group insures them against natural disasters. The management of the Group and
the Company monitors the legislative and regulatory framework on an ongoing basis and adapts its
strategy where necessary.
• Energy transition
The global effort for the energy transition from fossil fuels to the use of alternative energy sources
finds the Group as a supporter of the project as it is one of the solutions to the risk of climate change.
Given that buildings are one of the largest sources of energy consumption worldwide, the Group is
actively working on making decisions and taking measures that will help reduce their footprint and
improve their energy efficiency.
• Health and safety risk
The health and safety of human resources at the Group's facilities is a key category of non-financial
risks for the Group. For proper management, the Group systematically monitors safety parameters
and takes all necessary measures to manage related issues. In addition, the Company is certified to
ISO 45001:2018, an international standard with requirements for health and safety management (HSE)
and requires the existence of a Health and Safety Management System.
• Equal opportunities and human rights
The Group, taking into account fundamental Human Rights, has developed a framework of principles
and values that govern its operation. Respecting all its employees and associates, it ensures the
prevention of incidents of violation of their rights through the adoption of policies, actions and control
mechanisms, which are applicable and implemented for all its activities and for all the projects it
undertakes. In addition, ensuring the protection of equal opportunities for employees is a matter of
particular importance to the Group. The Group has developed and adopted a Code of Business Ethics
and Conduct and has adopted a zero-tolerance policy for discrimination and harassment in the work
environment. The above policy strictly prohibits all forms of discrimination, including all forms of
sexual harassment and negative gender-related acts. In addition, the Group is committed to providing
equal employment and development opportunities to all employees, regardless of gender, gender
identity and expression, sexual orientation, physical ability, or any other characteristic. The Group shall
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
33
ensure that all employees are treated equally in their development opportunities based on objective
criteria such as skills and qualifications.
During the fiscal years 2023 and 2022 no fines or observations for violation of labour legislation have
been imposed by the competent authorities.
EVENTS AFTER THE DATE OF THE FINANCIAL STATEMENTS
The most significant events after 31.12.2023 are the following:
On 10.01.2024, the Group, through its subsidiary Citrus S.M.S.A., signed a contract for the transfer of
a property to the Black Sea Trade and Development Bank (BSTDB) for a total consideration of
€15,250,000, which will house the new offices of the Bank at the Western entrance of Thessaloniki.
The property is located on 26th October and Limnos streets, next to the first large-scale bioclimatic
business park in Northern Greece, HUB26, and directly opposite the former premises of the FIX
brewery, and is to be converted into an iconic, green building of five floors, with a total surface area
of 5,170 sq.m. and aims to achieve LEED Gold certification, while the design provides for the creation
of a private courtyard area of 400 sq.m to enhance the well-being and welfare of employees.
On 30.01.2024, the Group, through its subsidiary Pavalia Ltd, proceeded to the signing of a an
agreement for the sale of 60% of the shares held in the Joint Venture Ependitiki Chanion S.A. for a total
consideration of €4,069,132.
On 31.01.2024, the subsidiary of IQ Athens S.M.S.A. proceeded to a repayment of the open current
account of €7,440,000 through the first disbursement of a bond loan.
On 29.03.2024, the subsidiary Alkanor S.M.S.A., following the notarial preliminary purchase agreement
dated 28.12.2023, proceeded to the acquisition of 6 horizontal properties on building A of the former
property "MINION" with a total surface area of 129.48 sq.m. for a consideration of €360,000, of which
€50,000 was paid as an advance payment based on notarial preliminary agreements until 31.12.2023
and €310,000 was paid with the signing of the final purchase agreement.
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.
OTHER INFORMATION
• Securities held
On 31.12.2023 the Group and the Company did not have post-dated checks receivable and promissory
notes in the portfolio.
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
34
• Bank deposits in foreign currency
The Group and the Company on 31.12.2023 did not hold bank deposits and cash in foreign currency.
• Branches of the Company
The headquarters of the Company are located in Maroussi. In addition to the headquarters, the
Company on 31.12.2023 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 kedonias N. H er aklion
• 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 2024
The positive results of the public offer in the context of the listing of the Company's shares to the
regulated market of the Athens Exchange for the fiscal year 2023 is expected to continue
strengthening in fiscal year 2024.
In particular, the use of the funds raised to repay borrowings of comparatively high costs and the
implementation of the Company's and the Group's investment program led to a significant increase
of the Company's reduction of financial costs and the achievement of profitability in fiscal year 2023,
a trend that is expected to strengthen in fiscal year 2024.
More specifically, the Group expects:
(a) the completion of the development and commencement of the exploitation of the following
investment properties:
- Piraeus Tower, the first ”green” skyscraper in country,
- The iconic new offices of PWC, in the center of the business district of Maroussi,
- The first bioclimatic business park of Thessaloniki (HUB 26) at the western side of Thessaloniki
- The commercial and office uses of the historic building the former department store MINION in
Omonia
(b) the acquisition 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 Maroussi, Thessaloniki, etc.),
(c) the commencement of the implementation of the strategic Skyline Project in cooperation with
Alpha Bank, Premia Properties and EBRD under the agreement dated 04.02.2023,
Board of Director’ Report on the Consolidated and Separate
Financial Statement as at December 31, 2023
All amounts are expressed in Euro, unless otherwise stated
35
(d) concluding agreements for the sale of investment property and/or participations (indicatively
under construction projects in Athens, Maroussi, Piraeus, Thessaloniki, etc.),
(e) claiming through public tenders, development, operation and exploitation of real estate through
Public-Private Partnerships (PPP) in collaboration with named technical companies,
(f) further co-financing of its projects and developments from the Recovery and Resilience Fund (RRF)
on comparatively favourable terms.
At the same time, Management looks forward to the continuation and undertaking of new projects for
the provision of development services.
Finally, it is noted that the implementation of the Company's and the Group's investment programme
is progressing smoothly and in line with the investment criteria and targets set on a case-by-case basis.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
36
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
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
37
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). The Company, during the year 2023, 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 2023 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.
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
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
38
1.16. The Operating Regulation of the Board of
Directors is drawn up in compliance with the
principles of the CGC or otherwise explaining
the deviations.
necessary to draw up a separate Operating
Regulation for the Board of Directors, which
would include the same references.
B. Internal Regulation
The Company, with the decision of its Board of Directors dated 16.06.2022 and 08.02.2023, has an
updated Internal Regulation.
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.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
39
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.
At the meetings of the General Meeting, the Chairperson 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.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
40
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 Meeting dated 09.06.2022, with a three-year term, which expires on
21.03.2025 and which is automatically extended until the first Ordinary General Assembly after the
end of their term. Thereafter, the current Board of Directors was reconstituted in a body (a) by the
decision of the Board of Directors dated 25.05.2023, during which Mrs Anna Chalkiadaki was elected
as a new executive member of the Board of Directors, following the resignation of an executive
member of the Board of Directors, and the above election was duly announced at the Annual General
Meeting of the Company's Shareholders dated on 22.06.2023 and (b) by the decision of the Board of
Directors dated 07.11.2023, during which Mrs Polyxeni (Xenia) Kazoli was elected as a new
independent non-executive member of the Board of Directors, following the resignation of the
independent non-executive member of the Board of Directors, Mrs Panagiota Antonakou
1
, as of
07.11.2023, and the above election will be duly announced at the next General Meeting.
The current Board of Directors consists of a total of ten (10) members, three (3) independent non-
executive members, six (6) executive members and one (1) non-executive member. The Board of
Directors is composed of four (4) women, which is not less than 25% of the total number of 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 9 of L. 4706/2020, as detailed in the Company's Operating Regulations and in the
Procedure for the disclosure of any dependency relationships between independent non-executive
members of the Board of Directors and persons who have close ties with these persons, ensuring the
independency of the independent Board members and for re-evaluating the independence
requirements. The fulfilment of the conditions for the designation of a Board member as an
independent director shall be reviewed by the Board at least on an annual basis per fiscal year and in
any case before the publication of the annual financial report, including a determination to that effect.
Moreover, it is noted that the 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 07.11.2023, 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.
1
Start of term: 22.03.2022 and end of term: 07.11.2023
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
41
Its composition is the following:
Full name
Position in the BoD
Capacity
Start / End of term
Gonticas Constantine,
son of Spyridon
Chairman
Independent Non-
Executive Member
22.3.2022 / 21.03.2025
Andriopoulos Dimitrios,
son of Andreas
Vice Chairman and CEO
Executive Member
22.3.2022 / 21.03.2025
Dimtsas Nikolaos–
Ioannis, son of Petros –
Dimitrios
Member
CIO, Executive Member
22.3.2022 / 21.03.2025
Dagtzi – Giannakaki
Despina, daughter of
Stavros
Member
Chief Legal Counsel,
Executive Member
22.3.2022 / 21.03.2025
Anastasopoulos
Michael, son of
Dimitrios
Member
Chief Legal Counsel,
Executive Member
22.3.2022 / 21.03.2025
Itsiou Olga, daughter of
Anastasios
Member
COO, Executive Member
22.3.2022 / 21.03.2025
Chalkiadaki Anna,
daughter of Antonios
Member
CFO, Executive Member
25.5.2023 / 21.03.2025
Pelidis Emmanuel
(Manos), son of Achilleas
Member
Non-Executive Member
22.3.2022 / 21.03.2025
Charitos Nikolaos, son
of Panagis
Member
Independent Non-
Executive Member
9.6.2022 / 21.03.2025
Kazoli Polyxeni (Xenia),
daughter of Nikolaos
Member
Independent Non-
Executive Member
7.11.2023 / 21.03.2025
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.
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. It is noted that there are no other senior executive
members other than those who are members of the Board of Directors. 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:
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
42
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, of which he was one of its founders. 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 2005 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, and from April 2005 to June 2019 Mr
Dimtsas was the CFO of the Company.
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
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
43
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).
Anna Chalkiadaki – Executive Member of the BoD and 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.
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
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).
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
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
44
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.
Polyxeni (Xenia) Kazoli – Independent Non-Executive Member of the BoD
Mrs Kazoli is an experienced lawyer, member of the New York, Paris and Athens Bar Associations. Her
career spans more than 25 years, with experience at international law firms including Allen and Overy
LLP in London and Allen and Overy Greece LLP in Athens (where she served as head of the firm for 8
years), Skadden, Arps, Slate Meagher & Flom LLP in Paris and London and Baudel, Gelinas & Partners
in Paris. In addition, she was Legal Counsel at the World Bank in Washington DC from 1992 to 1994.
He is also co-founder of Corporate Governance Hub 2020, a non-profit organization to promote
corporate governance and diversity on boards of directors. She is a graduate of the Law School of the
National and Kapodistrian University of Athens and holds an LLM in International Business
Transactions and Intellectual Property Law from George Washington University.
Valasia (Valia) Konstantinidou – Secretery of the BoD
Mrs. Konstantinidou is a lawyer, member of the Athens and London Bar Associations, Legal Advisor at
DIMAND since 2019 and she has been appointed as Secretary of the Board of Directors since March
2022. During her career she has handled transactions and tenders involving sales/conveyances of real
estate and real estate packages, corporate, commercial, and financial law issues and since the
Company's listing she has been involved in corporate governance issues. He was a legal advisor to
ALPHA BANK, on real estate management and financing issues (Real Estate Investments Unit) and legal
advisor to the Hellenic Republic Asset Development Fund (HRADF) on concession and share sale
projects, while in the past he worked in law firms in Greece and London, amongst others. She
graduated from the Law School of the Aristotle University of Thessaloniki and holds a Master's degree
(LLM) in European Law from the University of Maastricht.
C.4 Participation of members in companies and organisations out of the Group of the Company
In accordance with the current Board of Directors' Suitability Policy, all directors are required to devote
sufficient time to the performance of their duties based on their job description, role and duties.
In determining the sufficiency of time, the capacity and duties assigned to the Board member, the
number of positions held as a member of other Boards of Directors and other capacities held by the
members, as well as other professional or personal commitments and circumstances shall be taken
into account.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
45
Further to the above, the external professional commitments of the Directors are presented:
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
95%
2
DAMEN HOLDINGS LIMITED
Shareholder
95%
3
WISELIVE SERVICES LIMITED
Shareholder
95%
4
LANOGREBE HOLDINGS LIMITED
Shareholder
95%
5
MURRIS LTD
Shareholder
95%
6
VINEYARD S.A.
Shareholder
95%
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
52,5%
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
-
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
46
Full name
S/N
Name of legal person
Capacity
%
Participation
as
Shareholder
/ Partner
Polyxeni Kazoli,
daughter of
Nikolaos
1.
Autohellas S.A.
Independed
Member of the
BoD
-
2.
Athens Exchange Group
(ATHEXGROUP)
Independed
Member of the
BoD
-
3.
Supervisory Board of the Hellenic
Corporation of Assets and
Participations S.A. (HCAP or
Growthfund)
Member
-
As of 31.12.2023 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
10,150,381
54.3374%
Dimtsas Nikolaos – Ioannis, son of
Petros - Dimitrios
595,266
3.1866%
Anastasopoulos Michael, son of
Dimitrios
5,000
0.0268%
Gonticas Constantine, son of Spyridon
3,300
0.0177%
Chalkiadaki Anna, daughter of
Antonios
750
0.0040%
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%
In addition, the company Damen Holdings Limited, which is controlled by Mr.Andriopoulos Dimitrios,
held on 31.12.2023, 41,150 ordinary shares, representing 0.2203% of the Company's share capital.
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 2023,
the Board of Directors of the Company held 8 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
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
47
above 8 meetings, the Board of Directors took 10 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
14.02.2022.
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 it consists of three non-executive members of the Board of Directors, of
which two (2), i.e. the majority of them, meet the independence requirements of article 9 of Law
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. The Chairman of the Audit Committee is an independent non-executive member of the
Board of Directors.
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
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
48
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 03.05.2023 and with the
resolution of the Company’s Board of Directors dated 03.05.2023.
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
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 ten (10) times during 2023. 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
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
49
Public Accountants S.A” (hereinafter “Deloitte”), which was appointed by the Ordinary General Meeting
of the Company’s shareholders of 22.06.2023 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 Board of Directors on 07.11.2023, having taken note of the resignation of the
independent non-executive member of the Board of Directors and Chairman of the Remuneration
and Nominations Committee, Mrs Panagiota Antonakou, as a member of the Board of Directors and
of the Remuneration and Nominations Committee, decided the election of Mrs Polyxeni (Xenia) Kazoli,
who is also an Independent Non-Executive Member of the Board of Directors, as a new member of
the Committee to replace the resigned member Mrs Panagiota Antonakou, noting however that Mrs
Kazoli cannot replace Mrs Antonakou in her duties as Chairperson of the Committee, since, as a new
member, she has not served as a member of the Committee for at least one (1) year, given that the
Committee has already been established and functioning for a period longer than one (1) year. The
meeting of the Remuneration and Nomination Committee held on 07.11.2023 resolved to reconstitute
the Committee as a body and appointed Mr Nikolaos Charitos, an independent non-executive
member, as its Chairman.
The Remuneration and Nominations Committee, in its minutes dated on 23.03.2022, recommended
the approval by the Board of Directors of its Rules of Procedure, which the Board of Directors
approved at its meeting dated on 24.03.2022. It is noted that the Remuneration Policy followed by the
Company has been approved by the resolution of the Annual General Meeting of the Company held
on 22.06.2023.
The Remuneration and Nominations Committee is composed by the following members:
Full Name
Position
Capacity
Charitos Nikolaos, son of
Panagis
Chairperson
Independent Non – Executive
Member
Kazoli Polyxeni, daughter of
Nikolaos
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 07.11.2023 and
15.02.2024, are non-executive members of the Company’s Board of Directors, of which two (2) of them,
i.e. the majority, 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 is 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
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
50
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. The Chairman of the Committee is
an independent non-executive member of the Board of directors. 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.
► 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 2023, the Remuneration and Nomination Committee held six (6) 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.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
51
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, 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 2023 and the
monthly gross remuneration from 01.01.2024 until the Annual General Meeting of the year 2024
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 2024 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.
f. Examination of the annual remuneration report.
g. Proposal for the election of a new Board member to replace a resigned member.
h. Assessment of the fulfilment of the independence requirements of the independent non-
executive members of the Board of Directors of the Company in accordance with article 9 of Law
4706/2020.
i. Program for the acquisition of the Company's own shares in accordance with the provisions of
article 49 of Law 4548/2018 as in force.
j. Approval of the Succession Plan.
k. Self-evaluation process of the Board of Directors and the Chairman of the Board of Directors.
l. Report of the CEO's evaluation to the Board of Directors.
m. Self-evaluation of the Committee.
C.6.3 Evaluation of the Board of Directors and its Committees
The self-evaluation of the eectiveness of the Board of Directors and its committees (at the collective
and individual level) was completed on 28.09.2023. The evaluation was conducted for the rst time
and includes the evaluation of the CEO and the Chairman of the Board and its committees.
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.
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
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
52
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.
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 recognises, evaluates, controls and
monitors:
o Operational Risks,
o Financial Risks,
o Strategic Risks,
o Regulatory Compliance Risks,
o Information Systems Security Risks,
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 recognise, assess and deal with operational
risks associated with their work, as well as the drafting of Business Continuity Plans.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
53
► 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.
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.
► 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.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
54
► 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.
The Internal Audit Unit complies with the International Standards for the Professional Practice of
Internal Auditing, as well as those defined in the Code of Ethics of the International Institute of Internal
Auditors and operates in accordance with a detailed Operating Regulation, which has been approved
by the decision of the Board of Directors of the Company dated 24.03.2022, which includes in detail
the responsibilities of the Unit and its head and the reporting 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
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
55
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 quarterly 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:
• 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.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
56
D.9 Results of the Internal Audit System’s evaluation process in accordance with L. 4706/2020
with a reporting date of 31.12.2023.
The Board of Directors, within the framework of its obligations under paragraph 1 of article 4 of Law
4706/2020, evaluated the implementation and effectiveness of the Company's Corporate Governance
System as of 31.12. 2023 and no material weaknesses were identified. In the context of the
aforementioned evaluation, the Board of Directors of the Company has assigned, among others, to
the audit firm ERNST & YOUNG (GREECE) Certified Public Accountants S.A. the evaluation of the
adequacy and effectiveness of the Company's Corporate Governance System. This assessment was
carried out based on the assurance procedures program included in the resolution number
I73/08b/14.02.2024 of the Supervisory Board of the Board of Statutory Auditors, in accordance with
the International Standard on Assurance Engagements 3000 (Revised) "Assurance Projects other than
Audits or Reviews of Historical Financial Information". The above work of the Certified Auditors
Accountants did not identify any material weaknesses in the Corporate Governance System of the
Company.
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.
Corporate Governance Statement
All amounts are expressed in Euro, unless otherwise stated
57
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.
The Company within the framework of its activities may enter into capital, as well as commercial
transactions with its related parties.
The relevant process applies to the Company and its Greek Group subsidiaries. For the Company’s
transactions with related parties special agreements are executed with terms not affected by their
“intra-group” and overall corporate relationship, but rather protect the Company and shareholders’
interests (arm’s length transactions) 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 a "Procedure for Compliance with the obligations arising from articles
99 to 101 of Law 4548/2018, regarding transactions with related parties", which aims to record the
actions performed regarding the monitoring of transactions with related parties and their appropriate
disclosure to the competent bodies and shareholders of the Company.
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 2023 the Company published the Environmental, Social and Governance (ESG) Report for the
period from 1.1.2022 to 31.12.2022. 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 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
58
Finally, it should be noted that in December 2022 the Company's shares, which are listed on the
Athens Stock Exchange since 06.07.2022, 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, 02.04.2024
The Vice Chairman of the BOD
and CEO
The Executive Member of the
BOD
The Executive Member of the
BOD
Dimitrios Andriopoulos
Nikolaos-Ioannis Dimtsas
Anna Chalkiadaki
Supplementary Report of the Board of Directors for the year 2023
All amounts are expressed in Euro, unless otherwise stated
59
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 2023 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.
C) Significant direct or indirect participations within the meaning of the provisions of articles 9
to 11 of Law 3556/2007.
The shareholders who, as of 31.12.2023, directly or indirectly hold more than 5% of the Company's
share capital, within the meaning of articles 9 to 11 of Law 3556/2007, are as follows:
Full name
No. of Shares
%
Andriopoulos Dimitrios
10,191,531
1
54.5576%
1
LATSCO HELLENIC HOLDINGS S.A R.L.
1,000,000
5.3532%
1
Included 41,150 ordinary shares, representing 0.2203% of the Company's share capital, held as of 31.12.2023
by Damen Holdings Limited, which is controlled by Mr.Andriopoulos Dimitrios.
Supplementary Report of the Board of Directors for the year 2023
All amounts are expressed in Euro, unless otherwise stated
60
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 purchase of treasury shares
started and was completed in the first half of 2023. The Company acquired a total of 150,000 treasury
shares, representing 0.8030% of the total share capital of the Company, at an average purchase price
of €13.1875 per share (in accordance with the terms approved by the aforementioned Annual General
Supplementary Report of the Board of Directors for the year 2023
All amounts are expressed in Euro, unless otherwise stated
61
Meeting). It is noted that the terms of the free allocation of treasury shares were modified by the
Ordinary General Meeting of the Company's shareholders on 22.06.2023. More specifically, it was
decided to modify the deadline within which the allocation of treasury shares will be completed, with
the latest date being 30.06.2024, while it was also decided that the treasury shares that will not be
allocated under the existing Free Share Allocation Plan, for any reason, may be allocated for any
purpose and use permitted by the applicable legislation.
In addition, the Annual General Meeting dated 22.06.2023 approved the establishment of a new Equity
Share Acquisition Plan for any purpose and use permitted by the applicable legislation (including, but
not limited to, the purpose of reducing the Company's share capital and cancelling the treasury shares
to be acquired by the Company, and/or the allocation of such shares to the Company's staff and/or
members of the management of the Company and/or an affiliated company, always in accordance
with the Company's applicable Compensation Policy), up to 0.803% of the Company's paid-up share
capital, i.e. up to a total of one hundred and fifty thousand (18.680.300 X 0.803 %) shares (in addition
to the treasury shares already held by the Company under the existing plan, i.e. up to 300,000 shares
in total at any given time, representing (1.61%) of the Company's share capital), at a price range
between €10.00 (minimum price) and €20.00 (maximum price) per share, for a period of twelve (12)
months from the date of the decision and beyond, approved to authorize the Board of Directors to
determine at its sole discretion any other details and to take all necessary actions to implement this
resolution, including the possibility of further delegation of some or all of these powers.
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, 02.04.2024
The Vice Chairman of the BOD
and CEO
The Executive Member of the
BOD
The Executive Member of the
BOD
Dimitrios Andriopoulos
Nikolaos-Ioannis Dimtsas
Anna Chalkiadaki
Annual Activity Report of the Audit Committee of the Company
for the year 2023
All amounts are expressed in Euro, unless otherwise stated
62
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 fiscal year 2023 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 fiscal year 2023 and up to
the approval by the Board of Directors of the annual financial statements.
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 2023
All amounts are expressed in Euro, unless otherwise stated
63
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
Chairman, 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 by law (article
44 par. 1 point f(b)) of L. 4449/2017) 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 ten (10) times during 2023. Also within 2024 and until the approval by the Board
of Directors of the annual financial statements, the Committee met two (2) 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 22.06.2023, and the independent valuers.
Annual Activity Report of the Audit Committee of the Company
for the year 2023
All amounts are expressed in Euro, unless otherwise stated
64
4. Activities of the Committee for the year 2023 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:
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 Company
and the Group’s financial statements 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.
• In the context of monitoring the process and the performance of the statutory audit of the
separate and consolidated financial statements, the Company's statutory auditor, Deloitte,
received and evaluated the Supplementary Report with the results of the statutory audit
performed for the fiscal year 2022, confirming that it met the specific requirements of Article 11
of Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014.
On these matters, the statutory auditors have assured the Committee that, as a result of their
audit for the fiscal year 2022, they did not identify any risks of material misstatement in the
separate and consolidated financial statements, whether due to fraud or error, nor was there any
finding that would have a material effect on the financial statements and the normal operation of
the Company.
• Evaluated the auditors’ work and took into account, among others, the opinion of the Financial
Services Department, it recommended to the Board of Directors the reappointment of the firm of
auditors "Deloitte Certified Public Accountants S.A." and the distinctive title "Deloitte S.A." for the
audit of the financial statements for the fiscal year from 01.01.2023 to 31.12.2023. Further, the
Committee has submitted a proposal to the Board of Directors to determine the remuneration of
Deloitte S.A. for the fiscal year 2023.
• Updated by the external auditors that their review of the interim financial statements for the
period ended 30.06.2023 has not brought to their attention anything that would cause them to
Annual Activity Report of the Audit Committee of the Company
for the year 2023
All amounts are expressed in Euro, unless otherwise stated
65
believe that interim condensed financial statements has not been prepared, in all material
respects, in accordance with IAS 34.
• 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 2023 prior to its implementation, and
evaluated it, certifying that this would cover the major audit fields and systems on financial
reporting, taking into consideration the main sectors of business and financial risk of the Group.
• It received from the Company's statutory auditor, Deloitte, and evaluated the Supplementary
Report with the results of the statutory audit carried out for the fiscal year 2023, confirming that
it met the specific requirements of article 11 of Regulation (EU) No 537/2014 of the European
Parliament and of the Council of 16 April 2014. On these matters, the statutory auditors have
assured the Committee that, from the audit carried out for the fiscal year 2023, they did not
identify any risks of material misstatement to the separate and consolidated financial statements
due to either fraud or error, nor was there any finding that would have a material impact on the
financial statements and the smooth operation of the Company.
• It held meetings with the Company's independent valuers prior to the publication of the interim
and annual financial statements in order to be informed about the development of the real estate
market and the most important assumptions of the valuations.
• 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.
• Updated the Board of Directors on the external audit results.
It is noted that in 2023 and within 2024 until the approval by the Board of Directors of the annual
financial statements, the Audit Committee met three (3) 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 by the Head of the Internal Audit Unit, on the annual audit program of
the year 2023 of the Internal Audit Unit, is amendments and the annual audit program of the year
2024, as prepared on the basis of risks. 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. The Committee then
recommended to the Board of Directors the approval of each Annual Audit Plan.
• Received from the Internal Audit Unit, reviewed and evaluated the Annual Reports for the fiscal
Annual Activity Report of the Audit Committee of the Company
for the year 2023
All amounts are expressed in Euro, unless otherwise stated
66
years 2022 & 2023, 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.
• Evaluated the work of the Internal Audit Unit, taking into account the requirements of Law
4706/2020.
• 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.
Regulatory Compliance Unit
The Committee:
• Approved the Annual Action Plan of the Compliance Unit for the years 2023 & 2024.
• Evaluated and approved the quarterly reports and Activity Reports of the Compliance Unit for the
years 2022 & 2023.
• Recommended the above documents to the Board for discussion and approval.
• Evaluated the work of the Compliance Unit, taking into account the requirements of L. 4706/2020.
Risk Management Unit
The Committee:
• Approved the Risk Management Unit's Annual Action Plan for the years 2023 & 2024.
• Reviewed and approved the Risk Management Unit's quarterly reports and Activity Reports for the
years 2022 & 2023.
• Approved the revised Risk Management Policy & Risk Management Unit Procedures Manual as
submitted by the Risk Management Unit.
• Noted of the results of the 2023 Risk and Control Self Assessment (RCSA) and the updated Risk
Register.
• Recommended the above documents to the Board for discussion and approval.
• Evaluated the work of the Risk Management Unit, considering the requirements of L. 4706/2020.
Internal Audit System
• Recommended to the Board of Directors, by submitting a relevant proposal, the appointment of
the auditing company "Ernst & Young (HELLAS) Certified Public Accountants SA" (hereinafter
referred to as "EY") as independent evaluator with regard to the evaluation of the Internal Audit
System based on the requirements of Law 4706/2020. Furthermore, the Committee submitted a
relevant proposal to the Board of Directors of the Company for the determination of EY's fee for
the provision of the above service.
• Monitored the progress of the evaluation of the Company's Internal Audit System by the
independent evaluator EY, ensuring, in cooperation with the Internal Audit, Compliance, Risk
Annual Activity Report of the Audit Committee of the Company
for the year 2023
All amounts are expressed in Euro, unless otherwise stated
67
Management and other organizational units of the Company, the smooth and timely
implementation of the project.
• Informed by the independent evaluator EY on 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.
C. Corporate Governance System
• Recommended to the Board of Directors, by submitting a relevant proposal, the appointment of
the auditing company "Ernst & Young (HELLAS) Certified Public Accountants S.A." (hereinafter
referred to as "EY") as an independent evaluator with regard to the assessment of the
implementation and effectiveness of the Corporate Governance System based on the
requirements of Law 4706/2020. Furthermore, the Committee submitted a proposal to the Board
of Directors of the Company for the determination of the remuneration of EY for the provision of
the aforementioned service.
• Monitored the progress of the evaluation of the implementation and effectiveness of the
Company's Corporate Governance System by the independent evaluator EY, ensuring, in
cooperation with the Internal Audit, Compliance, Risk Management and other organizational units
of the Company, the smooth and timely implementation of the project.
• Informed by the independent evaluator EY on the assessment of the implementation and
effectiveness of the Company's Corporate Governance System, and that no material weaknesses
were identified.
D. Other matters
The Audit Committee in the context of the Corporate Governance Law 4706/2020:
• Updated the Internal Audit Committee's Operating Regulations and recommended to the Board
of Directors its approval.
• Informed by the Head of the Internal Audit Unit on the progress of the Company's cybersecurity
activities, external security assessments and the Information Systems Security Plan (ISO 27001).
• Proceeded with its self-assessment and submitted the results of this to the Board of Directors for
discussion.
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.
Annual Activity Report of the Audit Committee of the Company
for the year 2023
All amounts are expressed in Euro, unless otherwise stated
68
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 a “Sustainable
Development Policy”, which has been posted on the Company's website (Sustainable Development
Policy) and 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 2023 the Company published the Environmental, Social and Governance (ESG) Report for the
period from 1.1.2022 to 31.12.2022. The following standards and frameworks were taken into account
for the preparation of the report: Global Reporting Initiative (GRI) Standards and has been aligned with
the Athens Stock Exchange (ATHEX) ESG Reporting Guide 2022 and Global Real Estate Sustainability
Benchmark (GRESB) Reference Guide.
The report presents the Company's approach, actions and performance across a wide range of non-
financial factors. Sustainable development is at the core of the Company's business model as
management seeks to create equitably distributed and long-term value for the Company, its business
partners and the society in which it operates. The aim of the report is to highlight the responsible way
in which the Company operates across the broader ESG spectrum, increasing transparency and
enhancing stakeholder confidence in the Company's philosophy and actions.
Annual Activity Report of the Audit Committee of the Company
for the year 2023
All amounts are expressed in Euro, unless otherwise stated
69
Finally, it should be noted that in December 2022 the Company's shares, which are listed on the Athens
Stock Exchange since 06.07.2022, 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, 02.04.2024
The Chairman
The members
Nikolaos Charitos
Emmanuel (Manos) Pelidis
Constantine Gonticas
Statement of Financial Position
as at December 31, 2023
All amounts expressed in €, unless otherwise stated
The accompanying notes on pages 76-172 form an integral part of the Annual Financial statements.
70
Statement of Financial Position
Group
Company
Note
31.12.2023
31.12.2022
31.12.2023
31.12.2022
ASSETS
Non-current assets
Investment property
8
-
895,000
Property, equipment
9
968,387
583,827
Intangible assets
8,305
9,009
Financial assets at fair value through other
comprehensive income
10
125,210,365
101,676,335
Financial assets at fair value through profit or loss
10
6,785,176
7,179,944
Investments in joint ventures accounted for using
the equity method
11
-
-
Deferred tax assets
12
434,959
424,583
Trade and other receivables
13
1,568,829
24,182,209
Total non-current assets
134,976,021
134,950,907
Current assets
Trade and other receivables
13
33,381,996
6,387,491
Inventories
14
895,000
-
Cash and cash equivalents
15
1,551,118
2,005,558
Assets held for sale
16
-
-
Total current assets
35,828,114
8,393,049
Total assets
170,804,135
143,343,956
EQUITY
Share capital
17
934,015
934,015
Share premium
17
92,158,255
92,158,255
Treasury stocks reserve
17
(1,984,661 )
(1,984,661)
-
Other reserves
18
58,430,985
42,444,230
Retained earnings
(3,151,086)
(4,152,533)
Total equity
146,387,508
131,383,967
LIABILITIES
Non-current liabilities
Long-term debt
19
10,630,985
474,571
Deferred tax liabilities
12
-
-
Employee benefit obligations
20
275,780
228,618
Trade and other payables
21
1,000,000
-
Total non-current liabilities
11,906,765
703,189
Current liabilities
Trade and other payables
21
3,739,817
4,966,585
Short-term debt
19
8,770,045
6,290,215
Tax liabilities
-
-
Total current liabilities
12,509,862
11,256,800
Total liabilities
24,416,627
11,959,989
Total equity and liabilities
170,804,135
143,343,956
Statement of Comprehensive Income
for the year ended December 31, 2023
All amounts expressed in €, unless otherwise stated
The accompanying notes on pages 76-172 form an integral part of the Annual Financial statements.
71
Statement of Comprehensive Income
Group
Company
Note
1.1.2023 to
31.12.2023
1.1.2022 to
31.12.2022
1.1.2023 to
31.12.2023
1.1.2022 to
31.12.2022
Revenue
22
12,475,584
10,140,695
12,475,584
10,140,695
Net fair value gains / (losses) on
investment property
8
-
(159,047)
Gain on disposal of investment property
8
-
-
Property taxes - levies
23
(1,043,706 )
(611,785 )
(2,006)
(847)
Personnel expenses
24
(4,058,492 )
(3,573,557 )
(3,920,816)
(3,419,508)
Depreciation of property and equipment
and amortisation of intangible assets
(331,817 )
(268,320 )
(291,754)
(252,373)
Net change in inventory property
(977,722 )
-
-
Net impairment gain/(loss) on financial
assets
13
(132,989 )
(70,005 )
87,139
(31,576)
Gain on disposal of investments
10
-
-
Other income
25
748,256
815,954
Other expenses
26
(7,486,437 )
(9,628,349 )
(7,171,056)
(8,355,326)
Net fair value gains / (losses) on financial
assets at subsidiaries and joint ventures
10
(1,596,268)
3,061,498
Operating Profit
329,079
1,799,470
Share of net profit / (loss) of investements
accounted for using the equity method
11
(217,943 )
-
-
Finance income
27
1,848,981
7,400,576
Finance expenses
27
(2,025,629 )
(12,006,391 )
(1,165,691)
(11,489,645)
Profit/(Loss) before tax
(5,146,876 )
1,012,369
(2,289,599)
Income tax
28
(3,814,390 )
(2,658,515 )
5,690
(412,975)
Profit/(Loss) for the year
(7,805,391 )
1,018,059
(2,702,574)
Other comprehensive income (loss):
Items that may not be reclassified
subsequently to profit or loss
Net fair value gains/(losses) on financial
assets at fair value through other
comprehensive income - before tax
10
15,986,755
(3,067,655)
Actuarial gains/(losses) on defined benefit
plans - before tax
20
(21,381 )
(21,298)
8,851
Actuarial gains/(losses) on defined benefit
plans - income tax
12
(1,947 )
4,686
(1,947)
Other comprehensive income for the
year, after tax
(16,677 )
15,970,143
(3,060,751)
Total comprehensive income for the
year
(7,798,487 )
16,988,202
(5,763,325)
Earnings per share
29
(0.51 )
Statement of Changes in Equity - Group
for the year ended December 31, 2023
All amounts expressed in €, unless otherwise stated
The accompanying notes on pages 76-172 form an integral part of the Annual Financial statements.
72
Statement of Changes in Equity
Share capital
Share premium
Treasury stocks
reserve
Other
reserves
Retained earnings
Total equity
January 1, 2022
Profit/(Loss) for the year
(7,805,391 )
(7,805,391 )
Other comprehensive income for the
year
Total comprehensive income /
(losses) 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
January 1, 2023
Profit/(Loss) for the year
Other comprehensive income / (loss)
for the year
(16,677 )
(16,677 )
Total comprehensive income /
(losses) for the year
Purchase of treasury stocks
(1,978,132 )
(1,978,132 )
Expenses related to purchase of
treasury stocks
(6,529 )
(6,529 )
Total transactions with
shareholders
(1,984,661 )
(1,984,661 )
December 31, 2023
(1,984,661 )
Statement of Changes in Equity - Company
for the year ended December 31, 2023
All amounts expressed in €, unless otherwise stated
The accompanying notes on pages 76-172 form an integral part of the Annual Financial statements.
73
Share capital
Share
premium
Treasury
stocks reserve
Other
reserves
Retained earnings
Total equity
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)
6,905
(3,060,750)
Total comprehensive income /
(losses) for the year
-
-
-
(3,067,655)
(2,695,669)
(5,763,324)
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
January 1, 2023
934,015
92,158,255
-
42,444,230
(4,152,533)
131,383,967
Profit/(Loss) for the year
-
-
-
-
1,018,059
1,018,059
Other comprehensive income / (loss)
for the year
-
-
-
15,986,755
(16,612)
15,970,143
Total comprehensive income /
(losses) for the year
-
-
-
15,986,755
1,001,447
16,988,202
Purchase of treasury stocks
-
-
(1,978,132)
-
-
(1,978,132)
Expenses related to purchase of
treasury stocks
-
-
(6,529)
-
-
(6,529)
Total transactions with
shareholders
-
-
(1,984,661)
-
-
(1,984,661)
December 31, 2023
934,015
92,158,255
(1,984,661)
58,430,985
(3,151,086)
146,387,508
Statement of Cash Flow – Group
for the year ended December 31, 2023
All amounts expressed in €, unless otherwise stated
The accompanying notes on pages 76-172 form an integral part of the Annual Financial statements.
74
Statement of Cash flows
Note
1.1.2023 to
31.12.2023
1.1.2022 to
31.12.2022
Profit/(Loss) before tax
(5,146,876 )
Adjustments for:
Net fair value (gains) / losses on investment property
8
(19,338,963 )
(8,221,098 )
Depreciation of property and equipment
9
Amortisation of intangible assets
Net fair value (gains) / losses on financial assets at fair value through profit or loss
10
(Gain) on disposal of investments
10
(1,840,176 )
(2,493,529 )
(Gain) on disposal of investment property
8
(65,000 )
(123,000 )
Share of net profit / (loss) of investements accounted for using the equity method
11
(551,969 )
Finance (income)/costs – net
27
(Gain) / Loss from financial subleases
25
Other
(575 )
(1,719 )
(2,518,380 )
(3,480,343 )
Changes in working capital
(Increase) / decrease in trade and other receivables
(7,341,890 )
(4,175,015 )
(Increase) / decrease in inventories
(47,800 )
Increase / (decrease) in trade and other payables
Increase / (decrease) provisions
(3,904,676 )
(2,616,815 )
Cash flows from operating activities
(6,423,056 )
(6,097,158 )
Interest paid
(1,771,327 )
(12,257,443 )
Income taxes paid
(3,024 )
(2,911 )
Net cash flows from operating activities
(8,197,407 )
(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
(15,699,602 )
(12,956,028 )
Proceeds from decrease of share capital and other reserves
Purchase of property and equipment
(35,185 )
(40,756 )
Purchase of intangible assets
(1,787 )
(4,824 )
Purchase of investment properties
(19,639,597 )
(55,110,453 )
Payments for additions to existing investment properties and
related to investment properties
(34,797,249 )
(7,447,010 )
Proceeds from sale of property and equipment
Proceeds from sale 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
Proceeds from dividends
Loans granted to related parties
(46,000 )
(210,000 )
Capital receipts of subleases
Proceeds from loans granted to related parties
31
Net cash flows from investing activities
(20,845,458 )
(70,167,855 )
Cash flows from financing activities
Increase of share capital
Transaction costs related to issue of shares
(5,534,886 )
Repayment of loans
(6,430,000 )
(2,350,000 )
Proceeds from loans
Payments for the purchase of treasury stocks
17
(1,984,661 )
Loans repayment received to related parties
(39,997,265 )
Capital repayments of leases
(438,619 )
(266,739 )
Net cash flows 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, 2023
All amounts expressed in €, unless otherwise stated
The accompanying notes on pages 76-172 form an integral part of the Annual Financial statements.
75
Note
1.1.2023 to
31.12.2023
1.1.2022 to
31.12.2022
Profit/(Loss) before tax
1,012,369
(2,289,599)
Adjustments for:
Net fair value (gains) / losses on investment property
8
-
159,047
Depreciation of property and equipment
9
289,262
249,183
Amortisation of intangible assets
2,492
3,190
Net fair value (gains) / losses on financial assets at fair value through profit or loss
10
1,596,268
(3,061,498)
Finance (income)/costs – net
27
(683,290)
4,089,069
(Gain) / Loss from financial subleases
25
14,657
(30,178)
Other
(575)
(1,695)
2,231,183
(882,481)
Changes in working capital
(Increase) / decrease in trade and other receivables
(4,667,284)
(2,145,891)
(Increase) / decrease in inventories
-
-
Increase / (decrease) in trade and other payables
(464,396)
1,026,140
Increase / (decrease) provisions
47,162
31,494
(5,084,518)
(1,088,257)
Cash flows from operating activities
(2,853,335)
(1,970,738)
Interest paid
(887,526)
(11,462,189)
Income taxes paid
-
-
Net cash flows from operating activities
(3,740,861)
(13,432,927)
Cash flows from investing activities
Payments for acquisition/incorporation/contributions to investments in subsidiaries,
associates and joint ventures, net of cash acquired
10
(9,696,775)
(45,160,000)
Proceeds from decrease of share capital and other reserves
10
123,000
740,000
Purchase of property and equipment
(31,542)
(34,065)
Purchase of intangible assets
(1,787)
(4,824)
Purchase of investment properties
-
-
Payments for additions to existing investment properties and
related to investment properties
-
(321,548)
Proceeds from sale of property and equipment
2,500
-
Proceeds from sale of investment property
40,000
-
Proceeds/(return of prepayments) from disposal of investments in subsidiaries /associates /
joint ventures net of cash sold
1,000,000
-
Interest received
9,585
1,703,244
Interest received from loans/subleases to related parties
28,973
34,469
Proceeds from dividends
-
-
Loans granted to related parties
-
(2,660,000)
Capital receipts of subleases
81,157
75,194
Proceeds from loans granted to related parties
31
2,000,000
2,392,000
Net cash flows from investing activities
(6,444,889)
(43,235,530)
Cash flows from financing activities
Increase of share capital
-
98,020,046
Transaction costs related to issue of shares
-
(5,534,887)
Repayment of loans
(4,500,000)
(2,350,000)
Proceeds from loans
16,500,000
6,600,000
Payments for the purchase of treasury stocks
17
(1,984,661)
-
Loans repayment received to related parties
-
(39,997,265)
Capital repayments of leases
(284,029)
(198,114)
Net cash flows from financing activities
9,731,310
56,539,780
Net increase/(decrease) in cash and cash equivalents
(454,440)
(128,677)
Cash and cash equivalents at the beginning of the year
2,005,558
2,134,235
Cash and cash equivalents, end of year
1,551,118
2,005,558
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
76
Notes to the Financial Statements
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
77
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
78
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
79
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
80
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
81
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
82
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
83
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
84
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
85
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
86
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
87
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
88
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
89
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
90
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
91
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
92
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
93
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
94
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
95
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
96
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
97
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
98
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
99
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
100
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
101
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
102
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
103
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
104
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
105
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
106
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
107
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
108
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
109
Notes to the Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
110
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
111
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
112
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
113
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
114
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
115
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
116
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
117
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
118
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
119
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
120
10. Investments in Subsidiaries (Financial assets at fair value through other comprehensive come
(FVTOCI), Financial assets at fair value through profit and loss (FVTPL))
Financial assets at fair value through other comprehensive income and financial assets at fair value
through profit or loss relate to investment in subsidiaries.
The Company measures investments in subsidiaries under IFRS 9, at fair value through profit or loss,
except for the investment in the subsidiary Arcela Investments Ltd, for which the Company has irrevocably
elected to measure at fair value through other comprehensive income.
The Company made this irrevocable election as this investment is held by the Company as a long-term
strategic investment and is not expected to be sold in the short to medium term.
Due to the fact that the subsidiaries are unlisted companies and therefore there is no active market under
IFRS 13 "Fair Value Measurement", other valuation methods were used to measure them, namely the net
asset value ("Net Asset Value"), excluding deferred tax assets/liabilities, as it is considered to represent
the fair value of the subsidiaries at the reporting date. The above method falls within level 3 of the
hierarchy as described in note 5.3.
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
121
The subsidiary company "Apellou Estate S.M.S.A" has changed its name to "Agchialos Αkinita S.M.S.A."
following the resolution of the General Meeting on 07.02.2023.
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
122
The movement of the Company's investment in its subsidiary Arcela Investments Ltd, classified as
"Financial assets at fair value through other comprehensive income", is analysed in the table below:
Company
31.12.2023
31.12.2022
Opening balance
101,676,335
59,243,990
Additions (Increase share capital of subsidiaries)
7,547,275
45,500,000
Net fair value gains/(losses) on financial assets at
fair value through other comprehensive income
15,986,755
(3,067,655)
Closing balance
125,210,365
101,676,335
Especially for the fair value measurement of the subsidiary Arcela Investments Ltd, the net asset value
("Net Asset Value"), excluding deferred tax assets/liabilities is materially affected by the fair value
measurement of investment property or rights of use investment properties classified as investment
property or property and equipment or inventory of its direct and indirect interests in the joint ventures
Ourania S.A., Ependitiki Chanion S.A., 3V S.A., Cante Holdings Ltd (valuation of investment property and
rights of use on investment property of the joint ventures of Cante Holdings Ltd, Rinascita S.A. and Piraeus
Tower S.A.), YITC European Trading Ltd (valuation of the investment property of the subsidiary of YITC
European Trading Ltd, Evgenia Homes S.M.S.A.), IQ Karela S.A. and the subsidiaries Piraeus Regeneration
138 S.M.S.A., Alkanor S.M.S.A., Random S.M.S.A., Insignio S.M.S.A., Kalliga S.M.S.A., Filma S.M.S.A.,
Agchialos Estate S.M.S.A., Citrus S.M.S.A. and IQ Athens S.M.S.A..
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
123
The following tables present a sensitivity analysis on the carrying value of the Company's investment in
the subsidiary Arcela Investments Ltd with respect to the main assumptions used for the fair value
measurement of the investment properties and inventories of the above subsidiaries and joint ventures.
Sensitivity analysis of properties valued using the Residual Method - Fair value of investment property: € 189,390,571
Rental price
per sq.m.
Variation in construction
cost per sq.m.
Variation to IRR
Internal Rate of Return
(IRR)
+5%/-5%
+5%/-5%
+0.5%/-0.5%
Highest / Lowest
Lowest / Highest
Lowest / Highest
24,292,867 / 24,425,544
15,875,713 / 15,757,935
10,061,468 / 10,568,068
8.7%-14.25%
Sensitivity analysis of properties valued using the Income Method – Direct Capitalization Method - Fair value of
investment property: € 5,787,000
Rental price
per sq.m.
Variation to All Risk Yield (ARY)
All Risk Yield (ARY)
+10%/-10%
+0.25%/-0.25%
Highest / Lowest
Lowest / Highest
1,229,000 / 1,229,000
361,000 / 384,000
8.25%
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
124
Sensitivity analysis of properties valued using Market Approach Method, Income Approach Method – Discounted
Cashflows (DCF) Method, Profit Method and Residual Method - Fair value of investment property: € 1,927,000
Variation to ADR (at 1
st
operating
year)
Variation to discount factor
Discount rate
+10%/-10%
+0.5%/-0.5%
Highest / Lowest
Lowest / Highest
421,000 / 421,000
140,000 / 147,000
9.70%
Sensitivity analysis of properties valued using Income Approach based on the Discounted Cash Flow Method - Fair value
of investment property: € 56,509,708
Variation to discount factor
Discount rate
+0.25%/-0.25%
Lowest/ Highest
1,423,500 / 1,524,250
8.50%
The movement in the Company's investments in subsidiaries, classified as " Financial assets at fair value
through profit or loss", is detailed in the table below:
Company
31.12.2023
31.12.2022
Opening balance
7,179,944
3,857,447
Incorporation/Acquisition of subsidiary
525,000
1,000
Additions (Increase share capital of
subsidiaries)
1,539,500
260,000
Share premium decrease of subsidiary
(863,000)
-
Fair value gains / (losses) on financial assets
at subsidiaries and joint ventures
(1,596,268)
3,061,498
Closing balance
6,785,176
7,179,944
The subsidiary Dimand Cyprus Ltd, during the fiscal year 2023, received the approval from authorities of
Cyprus for the decision to reduce the share capital by €863,000, which resulted from the sale of the
investment properties held during the fiscal year 2022.
On 21.12.2023, the Company acquired 100% of the shares of the subsidiary IOVIS S.M.S.A. from the
subsidiary Arcela Investments Ltd for a consideration of €525,000, which will be paid by the Company until
15.12.2024.
For the fair value measurement of subsidiaries classified as "Financial assets at fair value through profit
or loss", the net asset value, excluding deferred tax assets/liabilities, is materially affected by the fair value
measurement of their investment properties.
The valuation methods used by certified professional valuers to determine the fair value of the properties
of the above subsidiaries as of December 31, 2023, are presented below.
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
125
Company
Relationship
Method
Hierarchy
level IFRS
13
LAVAX S.M.S.A.
Subsidiary
Residual Method
3
TERRA ATTIVA S.M.S.A.
Subsidiary
Comparative Method
3
PERDIM S.A.
Subsidiary
Comparative Method
3
The following tables present the sensitivity analysis on the carrying value of the investment in the
subsidiaries Terra Attiva S.M.S.A., Perdim S.M.S.A. and Lavax S.M.S.A. in relation to the main assumptions
used for the fair value measurement of their properties.
Sensitivity analysis of properties valued using the Comparative Method - Fair value of investment property: € 3,545,000
Rental/selling price
per sq.m.
+10%/-10%
Highest / Lowest
265,000 / 264,500
Sensitivity analysis of properties valued using the Residual Method - Fair value of investment property: € 5,089,612
Variation to IRR
Internal Rate of Return (IRR)
+0.5%/-0.5%
Lowest / Highest
330,000 / 340,000
11.50%
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
126
The analysis of investments in subsidiaries of the parent company Dimand S.A. for the fiscal year 2023 and 2022 is analysed as follows;
LAVAX
S.M.S.A.
PERDIM
S.M.S.A.
PROPELA
S.Μ.S.A.
BOZONIO
S.M.S.A.
TERRA
AΤTIVA
S.M.S.A.
DIMAND REAL
ESTATE
(CYPRUS)
LIMITED
ARCELA
INVESTMENTS
LTD
VENADEKTOS
HOLDINGS
LIMITED
METRINWOOD
LTD
IOVIS
S.M.S.A.
Total
January 1, 2022
67,728
1,573,554
496,931
243,739
510,137
965,356
59,243,990
-
-
-
63,101,436
Incorporation of subsidiary
-
-
-
-
-
1,000
1,000
Additions (Increase share capital of
subsidiaries)
-
-
-
190,000
70,000
-
45,500,000
-
-
-
45,760,000
Fair value gains/(losses) on financial
assets at fair value through other
comprehensive income
-
-
-
-
-
-
(3,067,655)
-
-
-
(3,067,655)
Fair value gains / (losses) on financial
assets at subsidiaries and joint
ventures
3,757,088
(9,329)
6,641
(433,739)
(168,584)
(89,579)
-
-
(1,000)
-
3,061,498
December 31, 2022
3,824,816
1,564,225
503,572
-
411,553
875,777
101,676,335
-
-
108,856,279
Incorporation/Acquisition of
subsidiary
-
-
-
-
-
-
-
-
-
525,000
525,000
Additions (Increase share capital of
subsidiaries)
25,000
5,000
-
197,000
50,000
-
7,547,275
-
1,262,500
-
9,086,775
Share premium decrease of
subsidiary
-
-
-
-
-
(863,000)
-
-
-
-
(863,000)
Fair value gains/(losses) on financial
assets at fair value through other
comprehensive income
-
-
-
-
-
-
15,986,755
-
-
-
15,986,755
Fair value gains / (losses) on financial
assets at subsidiaries and joint
ventures
(64,917)
(41,905)
5,591
(122,246)
(67,210)
(12,777)
-
-
(1,252,231)
(40,572)
(1,596,267)
December 31, 2023
3,784,899
1,527,320
509,163
74,754
394,343
-
125,210,365
-
10,269
484,428
131,995,541
The subsidiary Venadektos Holdings Limited holds shares in Dimand Real Estate and Services EOOD with a nil value as of 31.12.2023, and 31.12.2022.
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
127
The subsidiary Arcela Investments Ltd holds interests in the following subsidiaries as follows:
MAGROMELL
LTD
SEVERDOR
LTD
ARCELA
FINANCE LTD
KARTONERA
LTD
ALABANA LTD
PAVALIA
ENTERPRICES
LTD
MANDALINAR
HOLDINGS
LTD
RODOMONDAS
LTD
OBLINARIUM
HOLDINGS
LTD
RANDOM
S.M.S.A.
January 1, 2022
6,744,089
1,180,396
489,973
4,183,868
3,237,958
6,932,183
-
177,796
2,811,156
7,936,545
Incorporation of subsidiary
-
-
-
-
-
-
-
-
-
-
Acquisition of subsidiary
-
-
-
-
-
-
1,500
-
-
-
Additions (Increase share capital of
subsidiaries)
4,500,000
6,500,000
-
-
7,700,000
-
-
7,580,000
-
295,000
Share premium decrease of
subsidiary
-
-
-
-
-
(3,725,000)
-
-
(1,000,000)
-
Fair value gains / (losses) on financial
assets at subsidiaries and joint
ventures
(463,497)
3,343,159
(4,564)
26,742
381,288
(357,912)
(1,500)
2,276,552
1,623,325
(279,059)
Transfer from subsidiaries to joint
ventures
-
-
-
-
-
-
-
-
-
-
December 31, 2022
10,780,592
11,023,555
485,409
4,210,610
11,319,246
2,849,271
-
10,034,348
3,434,481
7,952,486
Additions (Acquisition of subsidiary)
-
-
-
-
-
-
-
-
-
-
Additions (Increase share capital of
subsidiaries)
3,000,000
15,200,000
-
980,000
-
-
-
-
700,000
535,000
Share premium decrease of
subsidiary
-
-
(472,000)
-
(490,000)
(410,000)
-
(7,679,200)
-
-
Disposal of subsidiary
-
-
-
-
-
-
-
-
-
-
Fair value gains / (losses) on financial
assets at subsidiaries and joint
ventures
7,852,792
80,955
(8,249)
1,281,711
1,120,127
1,481,557
-
(2,335,215)
(283,288)
64,974
December 31, 2023
21,633,384
26,304,510
5,160
6,472,321
11,949,373
3,920,828
-
19,933
3,851,193
8,552,460
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
128
GRAVITOUSIA
LTD
AGCHIALOS
AKINITA
S.M.S.A.
IQ
KARELA
S.A.
FILMA
ESTATE
S.M.S.A.
ALKANOR
S.M.S.A.
DRAMAR
S.M.S.A.
N.PERAMOS
S.M.S.A.
PEFKOR
S.M.S.A.
CITRUS
S.M.S.A.
IOVIS S.M.S.A.
Total
January 1, 2022
3,989,386
-
7,092,818
8,329
9,882,917
305,065
25,505
185,185
-
-
55,183,170
Incorporation of subsidiary
-
25,000
-
-
-
-
-
25,000
25,000
75,000
Acquisition of subsidiary
-
-
-
-
-
-
-
-
-
-
1,500
Additions (Increase share
capital of subsidiaries)
1,000,000
9,500,000
590,000
10,630,000
5,000,000
70,000
70,000
140,000
2,028,000
-
55,603,000
Share premium decrease of
subsidiary
-
-
-
-
-
-
-
-
-
-
(4,725,000)
Fair value gains / (losses) on
financial assets at subsidiaries
and joint ventures
(44,623)
(494,887)
(311,277)
457,980
(1,043,755)
(21,648)
(13,750)
(18,859)
(33,195)
(7,440)
5,013,080
Transfer from subsidiaries to
joint ventures
-
-
(7,371,541)
-
-
-
-
-
-
-
(7,371,541)
December 31, 2022
4,944,763
9,030,113
-
11,096,309
13,839,162
353,417
81,755
306,326
2,019,805
17,560
103,779,208
Additions (Acquisition of
subsidiary)
-
-
-
-
-
-
-
-
-
-
-
Additions (Increase share
capital of subsidiaries)
5,170,000
2,133,000
-
2,230,000
5,000,000
220,000
725,000
3,110,000
150,000
500,000
39,653,000
Share premium decrease of
subsidiary
-
-
-
-
-
-
-
-
-
-
(9,051,200)
Disposal of subsidiary
-
-
-
-
-
-
(2,814,689)
(3,545,876)
-
(488,392)
(6,848,957)
Fair value gains / (losses) on
financial assets at subsidiaries
and joint ventures
(1,793)
(424,912)
-
804,420
1,283,559
(245,322)
2,007,934
129,550
1,609,819
(29,168)
14,389,451
December 31, 2023
10,112,970
10,738,201
-
14,130,729
20,122,721
328,095
-
-
3,779,624
-
141,921,502
The subsidiary Arcela Investments Ltd holds an investment in Afflade Ltd and Darmenia Ltd with a nil value as of 31.12.2023 and 31.12.2022.
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
129
Each of the above subsidiaries participate in the respective subsidiaries as detailed below:
Subsidiaries of Arcela Investments Ltd
MAGROMELL
LTD
KARTONERA
LTD
OBLINARIUM
HOLDINGS LTD
OBLINARIUM
HOLDINGS LTD
OBLINARIUM
HOLDINGS LTD
AFFLADE LTD
DARMENIA LTD
SEVERDOR LTD
Company
IQ ATHENS
S.M.S.A.
HUB 204
S.M.S.A.
PIRAEUS
REGENERATION
138 S.M.S.A.
KALLIGA
ESTATE S.M.S.A.
THOMAIS
S.M.S.A.
MANDALINAR
LTD
BRIDGED T LTD
INSIGNIO
S.M.S.A.
Total
January 1, 2022
915,075
4,396,289
910,565
-
-
-
-
-
6,221,929
Incorporation of subsidiary
-
-
-
25,000
25,000
-
-
6,500,000
6,550,000
Additions (Increase share capital of
subsidiaries)
10,355,000
129,000
550,000
170,000
-
-
-
1,106,500
12,310,500
Disposal of subsidiary
-
-
-
-
-
(1,500)
-
-
(1,500)
Fair value gains / (losses) on financial
assets at subsidiaries and joint ventures
(450,563)
44,046
325,767
1,335,616
(11,026)
1,500
-
3,366,788
4,612,128
December 31, 2022
10,819,512
4,569,335
1,786,332
1,530,616
13,974
-
-
10,973,288
29,693,057
Incorporation of subsidiary
-
-
-
-
-
-
-
-
-
Additions (Increase share capital of
subsidiaries)
2,340,000
447,000
-
185,000
-
-
-
15,200,000
18,172,000
Share premium decrease of subsidiary
-
(2,105,840)
-
-
-
-
-
-
(2,105,840)
Fair value gains / (losses) on financial
assets at subsidiaries and joint ventures
7,864,898
1,299,520
(15,911)
(239,725)
(13,974)
-
-
96,977
8,991,785
December 31, 2023
21,024,410
4,210,016
1,770,421
1,475,891
-
-
-
26,270,265
54,751,002
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
130
It is noted that the annual financial statements of the consolidated unlisted subsidiaries of the Group are
published on the Company's website (https://dimand.gr/) in accordance with the decision
12A/889/31.08.2020 of the Board of Directors of the Hellenic Capital Market Commission.
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
131
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
132
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
133
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
134
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
135
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
136
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
137
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
138
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
139
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
140
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
141
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
142
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
143
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
144
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
145
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
146
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
147
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
148
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
149
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
150
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
151
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
152
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
153
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
154
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
155
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
156
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
157
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
158
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
159
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
160
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
161
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
162
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
163
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
164
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
165
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
166
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
167
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
168
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
169
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
170
Notes to Financial Statements
Group and Company
All amounts expressed in €, unless otherwise stated
171
Notes to Financial Statement
Group and Company
All amounts expressed in €, unless otherwise stated
172
Maroussi, 02.04.2024
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’
Final Report on the use of Proceeds
173
Final Report on the Use of Proceeds
Pursuant to the provisions of par. 4.1.2 of the Rule of the Athens Stock Exchange (hereinafter the
"ATHEX"), the decision no. 25, codified by the resolutions of the Board of Directors of the ATHEX dated
17.07.2008 and 06.12.2017, 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 DIMAND SOCIETE ANONYME –
DEVELOPMENT AND EXPLORATION OF REAL ESTATE AND CONSTRUCTIONS, SERVICES AND HOLDING
(hereinafter 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.
Final Report on the use of Proceeds
174
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:
(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 through 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 €28,912,233.75 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 €12,985,040.83 to finance the direct or indirect acquisition of new properties within
24 months of the certification of the share capital increase.
Final Report on the use of Proceeds
175
The table below shows the net proceeds (of a total amount of €92,485,159.75) and the use of these
proceeds by category of use up to 31.12.2023, as indicated in section 4.4 of the Prospectus:
Table of Use of Proceeds
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
Proceeds
Utilised
during the
period 01.01.-
30.06.2023
Proceeds
Utilised
during the
period 01.07.-
31.12.2023
Remaining
Proceeds for
use as of
31.12.2023
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
28,912,233.75
27,783,516.61
1,128,717.14
-
-
C. Financing the direct or
indirect acquisition of new
properties by Group
companies or the Company
2
12,985,040.83
12,371,825.29
461,333.85
151,881.69
-
Total
92,485,159.75
90,743,227.07
1,590,050.99
151,881.69
-
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, from the abovementioned proceeds, paid to its wholly owned subsidiary Arcela
Investments Limited (hereinafter "Arcela") a total amount of €41,897,274.58 following share capital
increases dated 19.07.2022, 16.09.2022, 02.11.2022, 17.11.2022, 20.03.2023 and 02.10.2023.
The proceeds raised were further allocated by Arcela as follows (by use):
Use Β:
1. Arcela allocated total funds of €5,355,233.75 on 26.07.2022, 27.07.2022, 22.08.2022, 20.10.2022,
19.12.2022 and 24.04.2023, as an advance payment in the context of a 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
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".
Final Report on the use of Proceeds
176
€4,850,000.00 derived from the proceeds raised. In addition, the Board of Directors of Alkanor
S.M.S.A. at its meeting dated 21.12.2023 resolved on the share capital increase up to
€5,000,000.00, out of which €505,233.75 derived from the proceeds raised. The total cost of the
project implemented during the period 05.07.2022 to 30.06.2023 amounted to €10,205,662.67,
while the total amount that was financed by the raised proceeds amounted to €5,355,233.75. As
of 30.06.2023, Alkanor S.M.S.A. had fully allocated the total amount of the above raised proceeds.
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 S.M.S.A. 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 derived 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,
16.11.2022 and 12.12.2022, 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 resolved 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. Additionally, the
EGM of the sole shareholder of Filma S.M.S.A. dated 21.12.2023 resolved on the increase of the
share capital for a total amount of €2,230,000.00, of which €270,000.00 derived from the raised
proceeds, that Arcela distribute on 22.03.2023, 05.04.2023 και 11.04.2023 (as advance payment in
the context of a future share capital increase). The total cost of the project implemented during
the period 01.01.2023 to 30.06.2023 amounted to €944,239.97. As of 30.06.2023, Filma S.M.S.A.
had fully allocated the total amount of the above raised proceeds (i.e. amount of €8,135,000.00).
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
Final Report on the use of Proceeds
177
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
S.A. had fully allocated the total amount of the above raised proceeds.
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 proceeds. 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 S.A. 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 30.06.2023 amounted to €2,482,590.76.
It is noted that on 15.11.2023, Arcela, proceeded with the sale of the participation it held (100%) in
Pefkor S.M.S.A.. As of 15.11.2023, Pefkor S.M.S.A. had fully allocated of the total amount of the
above raised proceeds.
Final Report on the use of Proceeds
178
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 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 30.06.2023 amounted to €134,242.06. As of
30.06.2023, Dramar S.M.S.A. had fully allocated of the total amount of the above raised proceeds.
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 €70,000.00, of which €50,000.00 derived from
the raised proceeds. The total cost of the project implemented during the period 05.07.2022 to
19.05.2023 amounted to €785,926.24. It is noted that Arcela proceeded on 19.05.2023 with the
disposal of its participation (100%) in Nea Peramos Side Port S.M.S.A.. As of 19.05.2023, Nea
Peramos Side Port S.M.S.A. had fully allocated of the total amount of the above raised proceeds.
Use C:
1. Arcela allocated total funds of €9,622,040.83, as advance payment in the context of a future
share capital increase of 22.09.2022, 04.10.2022, 02.11.2022 and 16.11.2023 to its wholly
owned subsidiary Agchialos Akinita S.M.S.A. (former Apellou 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.
Additionally, the EGM of the sole shareholder of Agchialos Akinita S.M.S.A. dated 14.12.2023
resolved on the increase the share capital for a total amount of €2,133,000.00, of which
€122,040.83 derived from the raised proceeds. Until 31.12.2023, from the aforementioned
amount, an amount of €6,479,058.00 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
€479,058.00) and an amount of €3,142,982.83 financed construction works. According to the
business plan, it is planned t” 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 31.12.2023 Agchialos Akinita S.M.S.A. had fully
allocated of the total amount of the above raised proceeds.
2. Arcela allocated total funds of €1,335,000. 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
Final Report on the use of Proceeds
179
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. The total cost of the project implemented during the period 01.01.2023 to
31.12.2023 amounted to €331,770.60. As of 31.12.2023, 3V S.A. had fully allocated of the total
amount of the above raised proceeds.
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.M.S.A.. The EGM dated 28.12.2022 resolved on the share capital
increase for a total amount of €2,028,000. 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. The total cost of the project implemented during the period
01.01.2023 to 30.06.2023 amounted to €75,695.32. As of 30.06.2023, Citrus S.M.S.A. had fully
allocated of the total amount of the above raised proceeds.
The above is summarised in the table below:
Allocation of funds raised by Arcela to
a Special Purpose Vehicle (SPV)
Amounts in €
Allocation of raised
proceeds from SPV to
project
(amounts in €)
Raised Proceeds
for final
allocation
(amounts in €)
Use Β
Alkanor (Minion)
5,355,233.75
5,355,233.75
-
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)
8,135,000.00
8,135,000.00
-
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
50,000.00
-
Nea Peramos Side Port (Nea Peramos)
50,000.00
50,000.00
-
Subtotal – Use Β
28,912,233.75
28,912,233.75
-
Use C
Agchialos Akinita (former Apellou Estate)
9,622,040.83
9,622,040.83
-
Alabana (3V)
1,335,000.00
1,335,000.00
-
Citrus
2,028,000.00
2,028,000.00
-
Subtotal – Use C
12,985,040.83
12,985,040.83
-
Total (Use Β and C)
41,897,274.58
41,897,274.58
-
Final Report on the use of Proceeds
180
Finally, it is clarified that the total amount of the raised proceeds has been fully allocated to the projects
as of 31.12.2023, as analysed above and that until their total allocation, the temporary utilised
proceeds were deposited in the Company’s or in the SPV’s deposit bank accounts (in euro currency)
until their final allocation.
Maroussi, 02.04.2024
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
PERM. No. 78785 Α’
ID No. ΑΝ 625713
PERM. No. 126415 Α’
181
TRUE TRANSLATION FROM THE ORIGINAL IN THE GREEK LANGUAGE
Agreed-Upon Procedures Report on the Final Use of Proceeds Report for the period 05.07.2022 to 31.12.2023
To the Board of Directors (hereinafter “Management”) of the company “DIMAND SOCIETE ANONYME – DEVELOPMENT AND
EXPLORATION OF REAL ESTATE AND CONSTRUCTIONS, SERVICES AND HOLDING”
Purpose of this Agreed-Upon Procedures Report and Restriction on Use and Distribution
Our report is solely for the purpose of assisting the Management of the Company “DIMAND SOCIETE ANONYME –
DEVELOPMENT AND EXPLORATION OF REAL ESTATE AND CONSTRUCTIONS, SERVICES AND HOLDING” (hereinafter the
“Company”) to comply with the provisions of paragraph 4.1.2 of Athens Stock Exchange (hereinafter “ATHEX”) Rulebook
pursuant to the Decision 25/17.07.2008 of ATHEX Steering Committee as amended on 06.12.2017 and currently in force, as
well as the Decision 8/754/14.04.2016 of the BoD of the Hellenic Capital Market Commission (hereinafter collectively the
“Regulatory Framework”), regarding the preparation of the Final Use of Proceeds Report for the period 05.07.2022 to
31.12.2023 (the “Subject Matter” and hereinafter the “Final Use of Proceeds Report”) following the increase of the
Company’s share capital by cash injection through the initial public offering and the parallel offer to a limited circle of
persons of the new shares and the listing for trading of all the Company’s shares in the regulated market of ATHEX.
As such, this Agreed-Upon Procedures Report is not suitable for any other purpose and is intended solely for the
Management of the Company in the context of complying with the provisions of the Regulatory Framework and it is not
intended and should not be used for any other purpose.
Management’s Responsibilities
The Company’s management has acknowledged that the agreed-upon procedures are appropriate for the purpose of the
engagement.
Additionally, the Company’s management is responsible for the Subject Matter on which the agreed-upon procedures are
performed.
Auditor’s Responsibilities
We have conducted the agreed-upon procedures engagement in accordance with the International Standard on Related
Services (ISRS) 4400 (Revised), “Agreed – Upon Procedures Engagements”. An agreed-upon procedures engagement
involves our performing the procedures that have been agreed with the Management of the Company and reporting the
findings, which are the factual results of the agreed-upon procedures performed. We make no representation regarding the
appropriateness of the agreed-upon procedures.
This agreed-upon procedures engagement is not an assurance engagement. Accordingly, we do not express an opinion or an
assurance conclusion. Had we performed additional procedures, other matters might have come to our attention that
would have been reported.
Professional Ethics and Quality Management
We have complied with the ethical requirements of the International Ethics Standards Board of Accountants’ International
Code of Ethics for Professional Accountants (IESBA Code), and with the ethical and independence requirements prescribed
in L.4449/2017, as well as the Regulation (EU) 537/2014.
Our firm applies the International Standard on Quality Management (ISQM) 1, “Quality Management for Firms that Perform
Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements”, and accordingly, maintains
a comprehensive system of quality management including documented policies and procedures regarding compliance with
ethical requirements, professional standards and applicable legal and regulatory requirements.
Deloitte Certified Public
Accountants S.A.
3a Fragkokklisias & Granikou str.
Marousi Athens GR 151-25
Greece
Tel: +30 210 6781 100
www.deloitte.gr
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.
182
Procedures and Findings
We have performed on the Subject Matter the procedures described below, which were agreed upon with the Management
of the Company in the terms of engagement dated 22 September 2023.
Procedures
Findings
1.
Comparison of the amounts reported as
disbursements in the Final Use of Proceeds Report
with the respective amounts recognized in the
Company's books and records, during the period
which these refer to.
We compared the amounts reported as disbursements
in the Final Use of Proceeds Report with the respective
amounts recognized in the Company's books and
records, during the period which these refer to, and no
exceptions were noted.
2.
Comparison, in terms of completeness, between the
Final Use of Proceeds Report content and the
provisions of the Regulatory Framework and also
comparison, in terms of consistency, between the
Final Use of Proceeds Report content and the
information mentioned in paragraph 4.4 of the IPO
Prospectus issued by the Company on 23.06.2022 and
also with the relevant decisions and communications
from the competent bodies of the Company.
We compared the content of the Final Use of Proceeds
Report with the disclosure requirements of the
Regulatory Framework, and the consistency of its
content with the information mentioned in paragraph
4.4 of the IPO Prospectus issued by the Company on
23.06.2022 and the relevant decisions and
communications from the competent bodies of the
Company, and no exceptions were noted.
Athens, 2 April 2024
The Certified Public Accountant
Vassilis Christopoulos
Reg. No: 39701
Deloitte Certified Public Accountants S.A.
3a Fragoklissias & Granikou Str, 151 25 Maroussi
Reg. No. SOEL: E120