PREMIA Real Estate Investment Company Société Anonyme
ANNUAL SEPARATE AND CONSOLIDATED FINANCIAL REPORT
FOR THE YEAR FROM
1
st
January TO 31
st
December 2023
In accordance with International Financial Reporting Standards (“IFRS”) as adopted by
the European Union
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2023
Amounts in EURO (unless otherwise stated)
Page 2 to 104
TABLE OF CONTENTS
PAGE
STATEMENTS OF THE MEMBERS OF THE BOARD OF DIRECTORS IN ACCORDANCE WITH ARTICLE 4 PARA. 2 OF L.
3556/2007 .................................................................................................................................................................................................. 4
ANNUAL REPORT OF THE BOARD OF DIRECTORS OF THE COMPANY “PREMIA REAL ESTATE INVESTMENT COMPANY
SOCIETE ANONYME” ON THE ANNUAL SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR 01.01 -
31.12.2023 ................................................................................................................................................................................................. 5
1. Performance and financial position .................................................................................................................................................. 5
2. Significant events ............................................................................................................................................................................... 7
3. Description and management of the main risks and uncertainties ............................................................................................... 8
4. Key Performance and Efficiency Measures ................................................................................................................................... 12
5. Prospects for 2024 ............................................................................................................................................................................ 14
6. Significant transactions with related parties .................................................................................................................................. 15
7. Environmental issues ........................................................................................................................................................................ 15
8. Labour issues .................................................................................................................................................................................... 16
9. Dividend policy .................................................................................................................................................................................. 16
10. Treasury shares ............................................................................................................................................................................... 16
11. Transactions and settlements not included in the Annual Financial Statements ..................................................................... 16
12. Events after the Date of the Financial Statements ....................................................................................................................... 17
13. Corporate Governance Statement ......................................................................................................................................... 17
14. Board of Director’s Explanatory Report to the Ordinary General Meeting of Shareholders of the Company “PREMIA
Real Estate Investment Company Société Anonyme” in accordance with paragraph 7, article 4 of L. 3556/2007 at the
reporting date 31.12.2023...................................................................................................................................................................... 31
Ι. STATEMENT OF FINANCIAL POSITION ......................................................................................................................................... 41
ΙΙ. STATEMENT OF COMPREHENSIVE INCOME ................................................................................................................................. 42
ΙΙΙ. STATEMENT OF CHANGES IN EQUITY - GROUP ......................................................................................................................... 43
ΙV. STATEMENT OF CHANGES IN EQUITY - COMPANY .................................................................................................................... 44
V. STATEMENT OF CASH FLOWS ....................................................................................................................................................... 45
EXPLANATORY NOTES TO THE ANNUAL FINANCIAL STATEMENTS ............................................................................................ 46
1. General Information .................................................................................................................................................................................. 46
2. Summary of Significant Accounting Policies ............................................................................................................................................. 47
2.1 Basis for preparation of the Annual Financial Statements ...................................................................................................................... 47
2.2. Going concern principle ......................................................................................................................................................................... 48
2.3 Consolidation .......................................................................................................................................................................................... 48
2.4 Investment in subsidiaries....................................................................................................................................................................... 49
2.5 Investments in joint ventures .................................................................................................................................................................. 49
2.6 Investment property ................................................................................................................................................................................ 50
2.7 Concession Agreements ......................................................................................................................................................................... 51
2.8 Leases .................................................................................................................................................................................................... 51
2.9 Accounting principles for the classification, valuation and impairment of financial instruments ............................................................. 52
2.10 Trade and other receivables ................................................................................................................................................................. 52
2.11 Cash and cash equivalents - Blocked Deposits .................................................................................................................................... 53
2.12 Earnings per share................................................................................................................................................................................ 53
2.13 Borrowings ............................................................................................................................................................................................ 53
2.14 Derecognition of financial liabilities ....................................................................................................................................................... 53
2.15 Incentive plans for members of the Board of Directors, partners and staff ........................................................................................... 54
2.16 Provisions and contingent liabilities, contingent assets ........................................................................................................................ 54
2.17 Revenue recognition ............................................................................................................................................................................. 54
2.18 Borrowing costs .................................................................................................................................................................................... 55
2.19 Income tax - Deferred tax ..................................................................................................................................................................... 55
2.20 Related-party transactions .................................................................................................................................................................... 56
2.21 New accounting standards and interpretations issued by the International Financial Reporting Standards ....................................... 56
3. Critical accounting estimates, assumptions and Management’s judgments ............................................................................................. 58
3.1 Critical accounting estimates made by Management in the application of accounting policies .............................................................. 58
3.2 Management’s critical judgments for the application of accounting principles ....................................................................................... 60
4. Description and management of the main risks and uncertainties ........................................................................................................... 60
4.1 Risk related to the macroeconomic environment in Greece ................................................................................................................... 60
4.2 Energy crisis and geopolitical developments & continuation of activities ............................................................................................... 60
4.3 Market risk associated with investment property prices and rents ......................................................................................................... 61
4.4 Cash flow risk due to changes in interest rates ...................................................................................................................................... 62
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2023
Amounts in EURO (unless otherwise stated)
Page 3 to 104
4.5 Risks concerning the Group's financing .................................................................................................................................................. 62
4.6 Liquidity risk ............................................................................................................................................................................................ 62
4.7 Inflation risk ............................................................................................................................................................................................. 63
4.8 Credit risk ................................................................................................................................................................................................ 63
4.9 Risks relating to the activity of the subsidiary JPA ATTICA SCHOOLS S.A. ......................................................................................... 63
4.10 Capital risk ............................................................................................................................................................................................ 63
4.11 Fair Value Measurement of Assets and Liabilities ................................................................................................................................ 64
5. Segment reporting .................................................................................................................................................................................... 65
6. Notes to the Annual Financial Statements ................................................................................................................................................ 68
6.1 Investment property ................................................................................................................................................................................ 68
6.2 Financial assets at amortised cost .......................................................................................................................................................... 71
6.3 Property, plant and equipment ................................................................................................................................................................ 72
6.4 Right-of-use assets ................................................................................................................................................................................ 73
6.5 Intangible Assets..................................................................................................................................................................................... 73
6.6 Investments in subsidiaries ..................................................................................................................................................................... 74
6.7 Investments in joint ventures and associates ......................................................................................................................................... 75
6.8 Other long-term receivables ................................................................................................................................................................... 76
6.9 Trade receivables ................................................................................................................................................................................... 76
6.10 Other short-term receivables ................................................................................................................................................................ 77
6.11 Blocked deposits ................................................................................................................................................................................... 77
6.12 Cash and cash equivalents ................................................................................................................................................................... 77
6.13 Share capital ......................................................................................................................................................................................... 78
6.14 Share premium ..................................................................................................................................................................................... 78
6.15 Reserves ............................................................................................................................................................................................... 78
6.16 Retained earnings ................................................................................................................................................................................. 79
6.17 Non-controlling interests ....................................................................................................................................................................... 80
6.18 Borrowings ............................................................................................................................................................................................ 80
6.19 Lease liabilities ...................................................................................................................................................................................... 81
6.20 Employee benefit obligations ................................................................................................................................................................ 82
6.21 Provisions ............................................................................................................................................................................................. 83
6.22 Other non-current liabilities ................................................................................................................................................................... 83
6.23 Trade payables ..................................................................................................................................................................................... 83
6.24 Current tax liabilities / tax ...................................................................................................................................................................... 84
6.25 Other short-term liabilities ..................................................................................................................................................................... 84
6.26 Investment property lease income ........................................................................................................................................................ 85
6.27 Income from provision of services ........................................................................................................................................................ 85
6.28 Expenses related to investment property ............................................................................................................................................. 85
6.29 Personnel fees and expenses .............................................................................................................................................................. 86
6.30 Other operating expenses .................................................................................................................................................................... 86
6.31 Other income ........................................................................................................................................................................................ 86
6.32 Finance expenses / income .................................................................................................................................................................. 86
6.33 Earnings per share................................................................................................................................................................................ 87
6.34 Transactions with related parties .......................................................................................................................................................... 87
6.35 Auditors’ Fees ....................................................................................................................................................................................... 89
6.36 Sensitivity Analysis ............................................................................................................................................................................... 89
6.37 Commitments and Contingent liabilities and assets ............................................................................................................................. 90
6.38 Restatement of Financial Statements for the year 31/12/2022 ............................................................................................................. 91
6.39 Events subsequent to the Financial Statements ................................................................................................................................... 91
WEBSITE ADDRESS WHERE ARE POSTED THE FINANCIAL STATEMENTS OF THE GROUP COMPANIES .................................... 91
Report of Disposal of Funds Raised from the Increase of the Company's Share Capital by cash payment and by
contributions in kind for the period from 01.01.2023 up to 31.12.2023 ............................................................................................ 92
Report of Disposal of Funds Raised from the issuance of a Common Bond Loan by cash payment for the period from
25.01.2022 up to 31.12.2023 .................................................................................................................................................................. 98
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2023
Amounts in EURO (unless otherwise stated)
STATEMENTS OF THE MEMBERS OF THE BOARD OF DIRECTORS
IN ACCORDANCE WITH ARTICLE 4 PARA. 2 OF L. 3556/2007
The signatories state by the present that from what they know:
a) The Annual Separate and Consolidated Financial Statements for the year from 1
st
January to 31
st
December 2023, which
have been prepared in accordance with the International Financial Reporting Standards (hereinafter “IFRS”) as adopted
by the European Union, give a true and fair view of the items included in the Statement of Financial Position and the
Statements of Comprehensive Income, Changes in Equity and Cash Flows for the year then ended of “PREMIA REAL
ESTATE INVESTMENT COMPANY SOCIETE ANONYME” and its subsidiaries (hereinafter “Group”), taken as a whole, in
accordance with the provisions of article 5, para. 3 to 5 of L. 3556/2007.
b) The annual report of the Board of Directors gives a true and fair view of the evolution, performance and the position of
“PREMIA REAL ESTATE INVESTMENT COMPANY SOCIETE ANONYME”, as well as of the subsidiaries included in the
Annual Separate and Consolidated Financial Statements, including the main risks and uncertainties addressed as well as
the required information based on paragraphs 6-8 of article 4 of L. 3556/2007.
Athens, 27 March 2024
The signatories
The Chairman of the B. of D.
The Managing Director
The Member of the B. of D.
Ilias Georgiadis
Konstantinos Markazos
Kalliopi Kalogera
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2023
Amounts in EURO (unless otherwise stated)
Page 5 to 104
ANNUAL REPORT OF THE BOARD OF DIRECTORS OF THE COMPANY
“PREMIA REAL ESTATE INVESTMENT COMPANY SOCIETE ANONYME”
ON THE ANNUAL SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR 01.01 - 31.12.2023
Report on the Annual Financial Statements for the year 2023
The present Report of the Board of Directors (hereinafter “Report”) of the Company “PREMIA REAL ESTATE INVESTMENT
COMPANY SOCIETE ANONYME” and its subsidiaries (hereinafter the “Company” and the “Group” respectively) aims to provide
sound and comprehensive information on the events, the evolution and the performance of the Company and the Group.
The Report has been prepared and is in compliance with the relevant provisions of articles 150-154 of L. 4548/2018, paragraph
7 of article 4 of L. 3556/2007 (G.G. 91A/30.04.2007) and the related implementing decisions issued by the B. of D. of the Hellenic
Capital Market Commission (HCMC) and in particular the Decision with number 8/754/14.04.2016.
The Report is included in its entirety together with the Annual Separate and Consolidated Financial Statements and the other
information and statements required by law in the Annual Financial Report concerning the year 2023.
The report is uniform for the entire Group and is based on the consolidated figures of the financial statements. References to
company sizes and data are made where appropriate for clarity purposes.
1. Performance and financial position
Investment property
The Group's total investment portfolio as at 31.12.2023, consists of:
▪ Forty-one (41) investment properties with a total fair value of € 260.90 million as valued by the independent valuers of the
Group (SAVILLS HELLAS P.C., GEOAXIS SINGLE-MEMBER LTD), of which (a) thirty-three (33) income properties of total
gross leasable area of 275,102 sq.m. the value of which amounts to € 201.53 million and (b) eight (8) properties under
development, namely two (2) industrial properties of total area 7,030 sq.m. and value € 3.31 million, one (1) commercial
property of total area 59,729 sq.m. and value € 46.80 million, four (4) plots of total area 165,620 sq.m. and value € 4.63
million and one (1) property of serviced apartments of total area 5,253 sq.m. and value € 4.63 million at 31.12.2023.
▪ Ten (10) school units with total area of 36,505 sq.m., managed by the subsidiary JPA ATTICA SCHOOLS S.A. through a
PPP Contract, with the total value of financial assets under the PPP Contract amounting € 36.79 million.
The Group's total investment portfolio as at 31.12.2022, consisted of:
▪ Forty (40) investment properties with a total fair value of € 229.07 million as valued by the independent valuers of the Group
(SAVILLS HELLAS P.C., GEOAXIS SINGLE-MEMBER LTD), of which (a) thirty-one (31) income properties with total gross
leasable area 272,625 sq.m. the value of which amounts to € 188.96 million and (b) nine (9) properties for future
development, namely four (4) industrial properties of total area 44,097 sq.m. and value € 9.13 million, one (1) commercial
property of total area 52,503 sq.m. and value € 26.25 million and four (4) plots of total area 165,620 sq.m. and value 4.73
million at 31.12.2022.
▪ Ten (10) school units with total area of 36,505 sq.m., managed by the subsidiary JPA ATTICA SCHOOLS S.A. via a PPP
Contract, with the total value of the financial assets from PPP Contract amounting € 38.07 million.
Financial structure
The Group's total borrowings (including liabilities from investment property leases and grants (notes 6.18-6.19) amounted to €
199.60 million against € 176.63 million at 31.12.2022. The change is mainly due to the disbursement of loans amounting to €
26.1 million for the construction of the properties at 180, Peiraios Str. and Xanthi.
The Group's total cash and cash equivalents (including blocked deposits) amounted to € 45.03 million against € 47.75 million at
31.12.2022. The Group’s blocked deposits amounted to € 7.31 million against € 6.96 million at 31.12.2022.
The Group's net borrowings (total borrowings including liabilities from investment property leases and grants (note 6.18-6.19)
less cash and cash equivalents, including blocked deposits) at 31.12.2023 amounted to € 154.58 million against € 128.87 million
at 31.12.2022.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2023
Amounts in EURO (unless otherwise stated)
Page 6 to 104
Turnover
The Group's total revenues from property management in 2023 amounted to € 18.99 million against € 15.08 million in the
previous year, presenting an increase of € 3.91 million or 26%. This increase is mainly due to rents derived from the new
investments made during 2023, from new tenants as well as from rent adjustments. Total income includes income from property
lease amounting € 15.36 million and income from the provision of services amounting € 3.63 million, which mainly relate to
income from the subsidiary JPA ATTICA SCHOOLS S.A. and € 0.86 million income from reinvoicing of common charges.
Net gain/(losses) on revaluation of investment properties at fair value
In 2023, the gains on revaluation of investment properties at fair value amounted to € 2.31 million against € 16.94 million in the
previous year, presenting a decrease of € 14.64 million or 86%. This decrease is mainly due to the fact that during the previous
year 23 investment properties were added to the Group's portfolio which significantly increased the Gains on revaluation of
investment properties at fair value.
Operating results
The Group reported for 2023 operating earnings before interest, taxes, depreciation, and amortization (EBITDA) of € 14.07
million against € 24.42 million at 31.12.2022 presenting a decrease of € 10.35 million or 42%. The change arose mainly from
the decrease in gains on revaluation of investment properties at fair value. The operating earnings before interest, taxes,
depreciation, and amortization, and excluding non-recurring income and expenses and the gains on revaluation of investment
properties at fair value (Adjusted EBITDA) of the Group, amounted to € 12.02 million, compared to € 7.48 million at 31.12.2022,
presenting an increase of € 4.54 million or 61%.
Expenses related to investment propertιεσ amounted to € 5.26 million from € 4.04 million at 31.12.2022, presenting an increase
of € 1.22 million or 30%. This increase is mainly due to the additions of new properties.
Staff costs amounted to € 2.19 million from € 1.91 million at 31.12.2022, presenting an increase of € 0.28 million or 15%, with
the number of employees amounting to 17 persons as at 31.12.2023 as against 16 persons at 31.12.2022.
Other operating expenses for the year 2023 amounted to € 1.43 million as against € 2.14 million at 31.12.2022, presenting a
decrease of € 0.71 million or 33%.
Finance income & expenses
The Group’s finance expenses amounted to € 7.67 million, against € 5.97 million at 31.12.2022, presenting an increase of
€ 1.70 million or 28%. The increase is mainly due to the increase in the Group’s debt and the increase in the reference rate
(Euribor).
The Group's finance income amounted to € 2.87 million, as against € 2.90 million at 31.12.2022, which mainly relates to finance
income of the subsidiary JPA ATTICA SCHOOLS S.A. and € 0.49 million income from term deposits.
Taxes
It is noted that from the date of conversion of the Company into a Real Estate Investment Company (“REIC”), i.e. from the
approval of the operating license by the General Commercial Registry, on 24 May 2022, the parent Company and its subsidiaries
are taxed in accordance with article 31 of L. 2778/1999 under special provisions.
The Group's tax on investments, cash and cash equivalents and advances at 31.12.2023 amounted to € 1.45 million compared
to € 0.38 million at 31.12.2022.
Profit net of tax
The profit net of tax amounted to € 7.24 million against € 15.86 million at 31.12.2022, presenting a decrease € 8.62 million or
54% mainly due to lower gains on revaluation of investments properties at fair value, as well as higher finance expenses and
the increased investment tax due to the increase in interest rates.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2023
Amounts in EURO (unless otherwise stated)
Page 7 to 104
2. Significant events
Corporate events
On 31.07.2023 it was approved by the General Commercial Registry (G.E.MI.) the merger by absorption by the Company of the
subsidiaries “PREMIA ASPROPYRGOS DYO PEFKA SINGLE-MEMBER SOCIETE ANONYME”, “PREMIA ASPROPYRGOS
RIKIA SINGLE-MEMBER SOCIETE ANONYME”, “MESSINIAKA REAL ESTATE SOCIETE ANONYME”, “INVESTMENT
COMPANY ASPROPYRGOS 1 SINGLE-MEMBER SOCIETE ANONYME”, “ADAM-TEN SINGLE-MEMBER SOCIETE
ANONYME”, “PIRAEUS REGENERATION ZONAS SINGLE-MEMBER SOCIETE ANONYME”, “THESMIA SOCIETE
ANONYME” and “VALOR PROPERTIES SINGLE-MEMBER P.C.” in accordance with the provisions of the articles 7-21, 30-38
and (to the extent that they are applicable with regard to VALOR PROPERTIES SINGLE-MEMBER P.C.) 43-45 of L. 4601/2019,
as well as the provisions of L. 4548/2018 and the articles 1-5 of L. 2166/1993, as in force.
On 10.07.2023 was established the company PANDORA INVEST SOCIETE ANONYME (in which the Company contributed
80% of the initial share capital, paying the amount of € 80 thousand, while the remaining 20% was contributed by VIA FUTURA
A.B.) which in October 2023 proceeded with the signing of preliminary agreements for the acquisition of properties from ALPHA
BANK of value € 26.8 million, for which an advance payment of € 1.4 million has been given and the purchase of which is
expected to be completed within 2024.
Investments
The Group proceeded within the current year to the following investments, which contributed to the dispersion of the Group's
investment portfolio:
1. On 11.01.2023, the subsidiary PRIMALAFT S.A. proceeded with the acquisition of a plot of land of 1,849 sq.m. adjacent to
Athens Heart, which is part of the plan to convert the property into an office complex, for consideration € 1.50 million (not
including acquisition cost € 0.022 million), located at 180, Pireos Street. The works on the property are in progress with
completion scheduled for the first half of 2024. It should be noted that construction work, direct costs related to construction,
construction period interest and early termination penalty fees of leases, totalling € 20.5 million were incurred in the current year.
The fair value of the property at 31.12.2023 amounts to € 46.8 million.
2. On 15.03.2023, the Company proceeded with the acquisition of a leased property of total area of 12,230 sq.m. within a land
plot with a total area of 99,133 sq.m, located in the area of Moschochori, Fthiotis, on which the facilities of IOLI Natural Mineral
Water are located. The lessee of the property is the newly established company IOLI SPRING SINGLE-MEMBER SOCIETE
ANONYME, a subsidiary of STERNER STENHUS GREECE (the main shareholder of the Company, which from November
2022 also holds the majority share in BOUTARI WINERIES SOCIETE ANONYME). The consideration amounted to € 2.1 million
(not including acquisition cost € 0.115 million) and the fair value of the property at 31.12.2023 amounted to € 3.9 million.
3. On 21.03.2023, the Company completed the acquisition of an independent property in Xanthi with total area of 5,253 sq.m.,
the ground floor of which will be used as a student residence, while the ground floor of the property will be used as a commercial
store. The consideration amounted to € 2.1 million (not including acquisition cost € 0.367 million), while the fair value of the
property at 31 December 2023 amounts to € 4.6 million. The works on the property are ongoing with completion scheduled for
the first half of 2024. It should be noted that in the current year, construction works amounting to € 1.8 million were carried out.
4. Also, significant construction works were carried out at the properties located at Oreokastro in Thessaloniki (development of
building of 3,063 sq.m. with Leroy Merlin as lessee) and in Peania (extension of 644 sq.m. with PEPCO as lessee), amounting
to € 0.46 million, € 1.34 million respectively and additions at the position Dyo Pefka in Aspropyrgos (construction of cold rooms
of 1,808 sq.m. with Friesland as lessee) amounting to € 1.24 million.
Investment in joint venture
On 02.02.2023 the Company acquired 25% of the share capital of the newly established company P & E INVESTMENTS S.A.
by paying the amount of € 0.125 million, while the DIMAND group participates with 75%. Through a binding agreement signed
on 04.02.2023, P & E INVESTMENTS S.A. will acquire 65% of the share capital of SKYLINE REAL ESTATE SINGLE-MEMBER
S.A. ("Skyline") from Alpha Group Investments Ltd of the ALPHA BANK Group. The aim is to complete the transaction by the
first half of 2024.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2023
Amounts in EURO (unless otherwise stated)
Page 8 to 104
Property Sales
On 30.10.2023, the Company proceeded with the sale of a property owned by the Company at 166, Orfeos Street in the area
of Votanikos-Elaionas, Attica, for a consideration of € 5.5 million. Its fair value amounted to € 4.1 million according to the valuation
report as of 30.6.2023 and was free of debt.
Financing
On 20.03.2023 the Company concluded a contract with Alpha Bank for the provision of an open mutual account of € 3 million to
finance the purchase of the property in Xanthi and to cover general business purposes. Within the current year, amount € 2.7
million was disbursed. This loan was repaid at 17.10.2023 with the issuance of a new bond loan.
More specifically, on 31.08.2023 the Company signed with Alpha Bank a bond loan of € 3.98 million with a duration of 11 years
under the Recovery and Resilience Facility (“RRF”) in order to reconstruct its property in Xanthi and to refinance the above open
current account. Amount €2.7 million was disbursed in the current year.
On 28.06.2023, the subsidiary PRIMALAFT S.A. signed a contract with the National Bank of Greece for the provision of an open
mutual account of € 25 million for the purpose of a) repayment of an intragroup loan to the parent Company, b) general business
purposes and c) reconstruction of its property. In the current nine-month period, amount €19.7 million was disbursed. Out of this
amount, a partial repayment of the intragroup loan to the parent Company of €7.1 million was made. This loan was repaid with
the disbursement of a new bond loan.
In particular, on 27.09.2023, the subsidiary PRIMALAFT S.A. signed with the National Bank of Greece a 20-year bond loan of
€ 40.6 million under the Recovery and Resilience Facility (“RRF”) in order to a) refinance an open mutual account and b)
reconstruct its property. Within the current year, amount € 23.4 million was disbursed.
3. Description and management of the main risks and uncertainties
The Group is exposed to risks arising from the uncertainty of the estimates of the exact market figures and their future
development. These risks include market risk (changes in market prices and interest rates), liquidity risk and credit risk. The
Group's risk management policy seeks to minimise the potential negative impact that they may have on the Group's financial
performance.
3.1. Risk related to the macroeconomic environment in Greece
Due to the nature of its business, the Group is exposed to fluctuations in the overall Greek economy and, in particular, the real
estate market. This fluctuation in macroeconomic conditions and, by extension, in the conditions of the domestic real estate
market, indicatively affects:
▪ the level of supply/demand for properties, affecting the Group's ability to lease the vacant investment properties or lease
them on attractive terms (amount and duration of basic consideration in the lease agreements) and to creditworthy tenants;
or to increase the costs required for the conclusion of leases (e.g. configuration costs) due to reduced demand or increased
supply of properties or a shrinkage in domestic economic activity; and/or sell an asset in its portfolio (either because it does
not yield the expected return or to meet any liquidity needs) in favourable market conditions and with an expected
consideration (as the marketability of the properties, in addition to the location of the property also from the supply and
demand for the type of the property asset and the wider macroeconomic environment of Greece, is also affected),
▪ the tenants’ ability to pay rent,
▪ the discount rate and/or the supply/demand for comparable properties and, by extension, due to the above, the estimate
of the properties’ fair values.
3.2 Energy crisis and geopolitical developments & continuation of the Group's activities
The energy crisis, which started in 2022, whose depth and scope cannot be assessed at present, is contributing to a climate of
uncertainty in terms of the impact of the inflationary pressures on consumption, investments and, by extension, economic growth.
Rising energy prices combined with disruptions in supply chains that increase transport and production costs have fuelled strong
inflationary pressures globally, increasing uncertainty regarding the impact that they will have on the economic growth rate in
the coming years. In addition, the war in Ukraine is putting further pressure on energy prices and by extension, on inflation.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2023
Amounts in EURO (unless otherwise stated)
Page 9 to 104
With regard to inflationary pressures, it is noted that the majority of the Group's lease income is based on long-term contracts
and is linked to an indexation clause in relation to the change in the consumer price index. In any case, it is noted that it is not
possible to predict the impact of a prolonged period of inflationary pressure on the financial position of the Group's tenants.
It is also noted that the Group during the current year has exposure to property development projects. The increases in
construction costs are not expected to have a material impact on the Group's financial position due to the short construction
period and their small share in the Group's total investment portfolio.
With regard to the current geopolitical developments in Ukraine and the Middle East, it is worth noting that the Group operates
exclusively in Greece and has no tenants who come from countries directly affected by the military conflicts.
As the facts are constantly changing, any estimates regarding the effects of the energy crisis and the war in Ukraine and the
Middle East on the domestic economy, the real estate market and, by extension, the Group's financial results are subject to a
high degree of uncertainty. The Group carefully monitors and continuously evaluates developments.
Taking into account the Group's financial position, the composition and diversification of its property portfolio, its long-term
investment horizon, in combination with the securing of the necessary financial resources for the implementation of its investment
strategy in the medium term, it is concluded that the Group has the necessary resources for the operation and implementation
of its medium-term strategy. In this way, the financial statements have been prepared in accordance with the principle of the
Group’s going concern.
3.3 Market risk associated with investment property prices and rents
The Group is exposed to price risk due to potential changes in the value of properties and a reduction in rents. Any negative
change in the fair value of the properties in its portfolio and/or lease income will have a negative impact on the Group's financial
position.
The operation of the real estate market involves risks related to factors such as the geographical location, the commerciality of
the property, the general business activity of the area and the type of use in relation to future developments and trends. These
factors, whether individually or in combination, can lead to a commercial upgrading or deterioration of the area and the property
with a direct impact on its value. Moreover, fluctuations in the economic climate may affect the risk-return ratio sought by
investors and lead them to seek other forms of investment, resulting in negative developments in the real estate market that
could affect the fair value of the Group's properties and consequently its performance and financial position.
The Group focuses its investment activity on areas and categories of real estate (commercial properties such as storage and
distribution centres, supermarkets, serviced apartments, etc.) for which sufficient demand and commerciality are expected at
least in the medium term based on current data and forecasts.
In the future, the Group may be exposed to potential claims relating to defects in the development, construction and renovation
of the properties, which may have a material adverse effect on its business activity, future results, and future financial position.
The thorough due diligence that is carried out by the Group when acquiring new properties may not be able to identify all the
risks and liabilities related to an investment with adverse effects on future results and its future financial position.
In order to address the relevant risk in a timely manner, the Group ensures that it selects properties that enjoy excellent
geographical location and visibility and in areas that are sufficiently commercial to reduce its exposure to this risk.
The Group is also governed by an institutional framework, as defined by L. 2778/1999, which contributes significantly to the
avoidance and/or timely identification and management of the relevant risk, where it stipulates that (a) the properties in the
portfolio are valued periodically, as well as prior to acquisitions and transfers, by an independent certified valuer, (b) the
possibility of investing in the development and construction of properties is provided for under certain conditions and restrictions,
and (c) the value of each property is prohibited to exceed 25% of the value of the total property portfolio.
As regards the risk arising from the reduction of lease income, and in order to minimise the risk of negative changes in such
income from significant changes in inflation in the future, the Group enters into long-term operating leases. Annual rent
adjustments, for the majority of leases, are linked to the CPI plus margin and in case of negative inflation there is no negative
impact on rents.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2023
Amounts in EURO (unless otherwise stated)
Page 10 to 104
3.4 Cash flow risk due to changes in interest rates
The Group is exposed to fluctuations in interest rates prevailing in the market, which affect its financial position and cash flows.
The Group's exposure to fluctuations in interest rate risk derives mainly from bank loans, which are generally concluded at
variable interest rates based on the Euribor.
The Group assesses its exposure to interest rate risk and examines the possibilities of managing it through, for example,
improving the terms and/or refinancing of existing loans. It is worth noting that following the issuance of the 5-year €100 million
bond traded on the Athens Stock Exchange, a significant part of the Group's total existing borrowings has a fixed interest rate
and is therefore not subject to the related risk. The same applies to the part of the Group's borrowings under the Recovery and
Resilience Fund (“RRF”), which amounted in total to 9.13 million at 31.12.2023 and which has a fixed interest rate.
The following sensitivity analysis is based on the assumption that the Group's borrowing rate changes, with all other variables
remaining constant. It is noted that in fact, a change in one parameter (interest rate change) can affect more than one variable.
If the borrowing rate, which constitutes the Group's variable borrowing costs and which at 31.12.2023 was 3.923%, increases
by 100 basis points, the impact on the Group's results would be negative by approximately € 1 million (excluding the fixed
borrowing costs resulting from the € 100 million common bond loan and the part of the loans under the RRF).
3.5 Risks concerning the Group's financing
Liquidity risk is the potential inability of the Group to meet its current liabilities due to a lack of sufficient cash. Available cash
balances provide the Group with strong liquidity. As part of a policy of prudent financial management, the Group's Management
seeks to manage its borrowings by utilising a variety of financing sources and in line with its business planning and strategic
objectives. The Group assesses its financing needs and available sources of financing in the domestic financial market and
explores any opportunities to raise additional capital through the issuance of debt in that market.
Any non-compliance by the Company and the Group’s subsidiaries (including JPA) with financial covenants and other obligations
under existing and/or future financing agreements could result in the termination of such financing agreements and, further, in
a cross-default of the financing agreements, which could jeopardize the ability of the company itself and the Group companies'
to meet their loan obligations, making these obligations due and payable and while negatively affecting the Group’s prospects.
The Company's ability to distribute dividends to its shareholders, in addition to the minimum dividend of L. 2778/1999 as in force,
is limited by the specific terms of its loan agreements.
3.6 Liquidity risk
Liquidity risk is the potential inability of the Group to meet its current liabilities due to lack of sufficient cash.
The Group ensures the liquidity required to meet its obligations in a timely manner through regular monitoring of liquidity needs
and collections from tenants, maintaining adequate cash reserves and prudent management of these reserves. At the same
time, it seeks to proactively manage its borrowings by utilizing the available financial instruments, such as the financing through
the negotiable bond loan of €100 million issued in 2022 and the financing under the RRF.
Also, the Company has already entered into loan agreements or is in discussions with banks regarding the provision of additional
debt capital in order to carry out its investment plan.
The Group's liquidity is monitored by the Management at regular intervals through the general liquidity ratio (current ratio). The
general liquidity ratio is the ratio of short-term assets (current assets) to total current liabilities as shown in the financial
statements.
Current Ratio
Group
Company
Amounts in € thousand
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Current assets
47,554
49,936
41,816
40,691
Current liabilities
10,764
7,167
5,456
2,213
Current Ratio
4.42
6.97
7.66
18.3
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2023
Amounts in EURO (unless otherwise stated)
Page 11 to 104
3.7 Inflation risk
It relates to the uncertainty about the actual value of the Group's investments from a possible significant increase in inflation in
future periods. With regard to this risk, which concerns reductions in lease income, and in order to minimise the risk of negative
changes in such income from significant changes in inflation in the future, the Group enters into long-term operating leases.
Annual rent adjustments, for the majority of leases, are linked to the CPI plus margin and in the event of negative inflation there
is no negative impact on rents.
3.8 Credit risk
The Group is exposed to credit risk in respect of trade receivables from tenants and receivables from the sale of real estate.
Two major manifestations of the credit risk are counterparty risk and concentration risk.
- Concentration risk: Concentration risk refers to the high dependence on specific tenants-customers, which may create either
a serious problem for the Group's viability in the event of their insolvency or a claim for preferential treatment on the part of
the tenants.
A significant portion of the Group's lease income derives from 3 tenants mainly belonging to the industrial property sector,
which together represent 29% of total annualised lease income, with reference date 31.12.2023. Therefore, the Group is
exposed to counterparty risk and any failure to pay rents, termination or renegotiation of the terms of these leases by the
tenants on terms less favourable to the Group may have a material adverse effects on the Group's business activity, results
of operations, financial position and prospects.
- Counterparty Risk: Counterparty risk refers to the possibility that the counterparty to a transaction will default on its
contractual obligation before the final settlement of the cash flows arising from the transaction. In this case, the Group is
subject to the risk of dealing with any insolvent tenants, resulting in the creation of doubtful/uncertain receivables.
To minimise this risk, the Group assesses the creditworthiness of its counterparties and seeks to obtain adequate guarantees.
3.9 Risks relating to the activity of the subsidiary JPA ATTICA SCHOOLS S.A.
JPA ATTICA SCHOOLS S.A. was established for the sole purpose of undertaking, studying, financing, constructing and
technical management of 10 schools in the Attica region. Given that the construction phase of the school units was completed
in 2017, the schools’ Operation and Maintenance phase is currently in progress.
Under the PPP Contract, specific quality specifications must be met during the schools’ operation and maintenance phase. Non-
compliance with the relevant specifications may lead to termination, which would have a negative impact on the results of JPA
ATTICA SCHOOLS S.A., and consequently on the Group's results and financial position.
The main client of JPA ATTICA SCHOOLS S.A. is KTYP S.A. (School Buildings Organization S.A.), which belongs to the wider
Public Sector, thus the Group is exposed to credit risk in the event that the Greek State fails to meet its obligations, such as
those arising from the PPP Contract, in a timely manner. Any such failure on the part of KTYP S.A. may have significant adverse
effects on the business activity and the results of JPA ATTICA SCHOOLS S.A., and by extension on the Group's results and
financial position.
The Group may suffer material losses from the activity of JPA ATTICA SCHOOLS S.A. that exceed any insurance indemnity or
from events that have taken place for which it cannot be insured, which would have a negative impact on the Group's results
and financial position.
3.10 Capital risk
The Group's objective with regard to capital management is to ensure its ability to remain in continuing operations in order to
generate profit for shareholders and benefits for other stakeholders and to maintain an optimal capital structure in order to
reduce the capital cost.
The risk of high debt burden may result in the inability to repay loan obligations (principal and interest), non-compliance with
loan covenants and possible inability to enter into new loan agreements.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2023
Amounts in EURO (unless otherwise stated)
Page 12 to 104
The legal regime governing Real Estate Investment Companies in Greece allows them to enter into loans and provide credit to
them in amounts not exceeding 75% of their assets for the acquisition and development of real estate.
In order to address this risk, the evolution of the capital structure is monitored on the basis of a gearing ratio, which refers to the
ratio of net borrowings to total equity at regular intervals and in any case before the decision to receive a new loan.
The Group also monitors on a regular basis all financial ratios of its loans with which it is in compliance.
The Group monitors its capital based on its gearing ratio as follows:
Amounts in € thousand
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Total Loans and grants (not including lease liabilities)
(Note 6.18)
193,829
170,685
134,192
106,763
Less: Total cash and cash equivalents (including also
the Blocked Deposits)
(Notes 6.11, 6.12)
45,025
47,755
40,381
40,360
Net Loans (not including lease liabilities) (a)
148,804
122,930
93,811
66,403
Total Equity
147,249
141,345
135,039
118,816
Total capital (b)
296,053
264,275
228,850
185,219
Gearing ratio (not including lease liabilities) (a/b)
50.26%
46.52%
40.99%
35.85%
Group
Company
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Total Loans and grants (including lease liabilities of
investment properties) (Notes 6.18, 6.19)
199,602
176,627
139,965
106,763
Less: Total cash and cash equivalents (including also
Blocked Deposits)
(Notes 6.11, 6.12)
45,025
47,755
40,381
40,360
Net Loans (including lease liabilities of
investment properties) (a)
154,577
128,872
99,584
66,403
Total Equity
147,249
141,345
135,039
118,816
Total capital (b)
301,826
270,217
234,623
185,219
Gearing ratio (including lease liabilities of
investment properties) (a/b)
51.21%
47.69%
42.44%
35.85%
4. Key Performance and Efficiency Measures
Below are presented the Alternative Performance Measures, based on the ESMA Guidelines on Alternative Performance
Measures as of 05.10.2015, derived from the Group's Annual Financial Statements.
Alternative Performance Measures should not be considered that they substitute other figures that have been calculated in
accordance with IFRSs and other historical financial measures. The Company presents these figures as it considers them to be
useful information for the assessment and comparison of its operating and financial performance with other companies in the
industry. These figures are used by the Company's Management to monitor the Group’s operating performance and financial
position. As these figures are not calculated in the same way by all companies, the presentation of these figures may not be
consistent with similar figures used by other companies. The Management of the Company measures and monitors the
performance of the Group on a regular basis based on the following measures, which are not defined or specified in IFRS, which
are widely used in the sector in which the Group operates.
Current ratio
The Group's Management monitors the Group's liquid assets and current liabilities based on the following ratio:
Current Ratio
Group
Company
Amounts in € thousand
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Current assets
47,554
49,936
41,816
40,691
Current liabilities
10,764
7,167
5,456
2,213
Current Ratio
4.42
6.97
7.66
18.39
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2023
Amounts in EURO (unless otherwise stated)
Page 13 to 104
Gearing ratio
The Company's Management monitors the development of the Group's capital structure based on the following ratios:
Gearing ratio (Loan-to-Value)
Group
Company
Amounts in € thousand
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Long-term loans and grants
189,133
165,795
131,636
105,525
Short-term loans and grants
4,696
4,890
2,556
1,238
Long-term lease liabilities for investment property (note 6.19)
4,874
5,695
4,874
-
Short-term lease liabilities for investment property (note 6.19)
899
247
899
-
Total Borrowings (a)
199,602
176,627
139,965
106,763
Less: Blocked deposits (b)
7,308
6,959
3,396
1,593
Less: Cash and cash equivalents (c)
37,717
40,796
36,985
38,767
Net financial debt (a-b-c = d)
154,577
128,872
99,584
66,403
Investment Property
260,895
229,066
189,625
103,260
Advances for the purchase and construction of investment
properties
6,678
2,869
5,266
2,869
Investments in joint ventures and associates
2,823
2,594
3,562
3,047
Financial assets at amortised cost (non-current and current
portion)
36,792
38,073
-
-
Total Investments (e)
307,188
272,602
198,453
109,176
Total Assets (f)
356,147
324,859
280,816
229,669
Loan to Value - LTV (a/e)
64.98%
64.79%
70.53%
97.79%
Net Loan to Value - Net LTV (d/e)
50.32%
47.27%
50.18%
60.82%
Gearing ratio (a/f)
56.04%
54.37%
49.84%
46.49%
(1) The Gearing ratio is defined as long-term and short-term debt plus grants, plus short-term and long-term liabilities from investment property leases (note 6.19)
as shown in the statement of financial position divided by total assets at each reporting date.
(2) Loan to Value (hereinafter "LTV") ratio, which is calculated as total debt divided by total investments.
- Total debt is defined as the sum of short-term and long-term loans, plus grants plus short-term and long-term liabilities from investment property leases (note
6.19).
- Total investments is defined as the sum of investment property, advances for the purchase of investment property, investments in joint ventures and associates
and financial assets at amortized cost.
(3) Net Loan to Value (Net LTV) ratio (hereinafter “Net LTV”), which is calculated as the net financial debt divided by total investments.
- Net financial debt is defined as total short-term and long-term loans, plus grants, plus short-term and long-term liabilities from investment property leases
(note 6.19), less cash and cash equivalents and blocked deposits.
- Total investments is defined as the sum of investment property, advances for the purchase of investment property, investments in joint ventures and associates
and financial assets at amortized cost.
Share Information and Net Asset Value (NAV)
Net Asset Value (NAV) is defined as total net worth (before non-controlling interests). The table below shows the calculation of
NAV and NAV per share:
Group
Amounts in € thousand
31/12/2023
31/12/2022
Net Asset Value(1) (a)
147,221
141,091
Number of shares at the end of the year (2)(b)
85,902
86,109
Net Asset Value (per share) (a)/(b)
1.71
1.64
(1) before non-controlling interests
(2) after deduction of treasury shares
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2023
Amounts in EURO (unless otherwise stated)
Page 14 to 104
Adjusted Earnings before taxes, financing and investing results and depreciation-amortisation (Adjusted EBITDA)
The Group’s adjusted earnings before interest, tax, depreciation and amortisation (Adjusted EBITDA) are as follows:
Group
Amounts in € thousand
31.12.2023
31.12.2022
Change %
Profit for the year
7,243
15,861
Plus: Depreciation-Amortisation of Property, plant and equipment
and intangible assets
293
251
Less/Plus: Share of losses from investments in joint venture and
associates
286
453
Plus: Impairment of goodwill
-
4,411
Plus: Finance expenses - net
4,801
3,069
Plus / Less: Taxes
1,446
377
Earnings before interest, tax, depreciation and amortisation
(EBITDA)
14,070
24,422
Plus / (Less): Net loss (profit) from revaluation of investment
property at fair value
(2,307)
(16,944)
Plus / (Less): Net non-recurring expenses*
252
-
Adjusted Earnings before interest, tax, depreciation and
amortisation (Adjusted EBITDA)
12,015
7,477
60.69%
* These mainly refer to merger costs of €76.3 thousand and other expenses of €175.7 thousand, which are classified as other operating expenses that did not exist
in the previous year.
Funds from Operations – FFO
The Group’s funds from operations (FFO) have as follows:
Funds from Operations – FFO
Group
Amounts in € thousand
31.12.2023
31.12.2022
Change %
Profit for the period attributable to equity holders of the Company
from continuing operations
7,246
15,979
Plus: Depreciation-Amortisation of Property, plant and equipment
and intangible assets
293
251
Less / Plus: Share of losses from investments in joint venture and
associates
286
453
Plus / (Less): Net loss from revaluation of investment properties at
fair value
(2,307)
(16,944)
Plus: Impairment of goodwill
-
4,411
Less: Gains on sale of investment properties
(1,170)
Plus/(Less) Net non-recurring expenses*
252
Plus/(Less):Loss attributable to non-controlling interests as regards
the above adjustments
(3)
(117)
FFO
4,597
4,032
14.01%
* These mainly refer to merger costs of €76.3 thousand and other expenses of €175.7 thousand, which are classified as other operating expenses that did not
exist in the previous year.
5. Prospects for 2024
The prospects for the Greek economy remain positive, but the international macroeconomic environment is volatile as significant
uncertainty persists amid high interest rates and geopolitical turmoil with the ongoing wars in Ukraine and the Middle East.
In the environment formed, the key priority of the Management is still the consistent and effective implementation of the
Company's business plan, with the aim of optimising the composition and diversification of its investment portfolio and enhancing
its qualitative characteristics.
The Company remains focused on sectors where medium-term expectations are still positive, such as logistics and serviced
apartments, while at the same time it constantly evaluates market conditions in order to identify the appropriate opportunities
that are in line with its investment strategy.
Particular emphasis is also placed on the financing on competitive terms, utilizing all appropriate financial instruments such as
financing under the Recovery and Resilience Fund.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2023
Amounts in EURO (unless otherwise stated)
Page 15 to 104
The Company looks forward to another year of growth based on the completion of significant investments in 2024, which will
gradually enhance its financial performance and its characteristics such as:
- Gross yield of income properties 7.6%
- Long-term contracts with a Weighted Average Lease Term of 7 years with approximately 89% of the relevant leases subject
to revaluation at least based on inflation. The other rents are subject to contractual annual adjustments in the medium term
and are generally subject to at least inflation-based adjustments in the future. In addition, the PPP contract for the ten (10)
schools has a duration until 2041 with part of the revenues also following an inflationary adjustment,
- Net leverage ratio (Net LTV) 50.32%, weighted average lease term of loans of 8 years and resilience against future interest
rate increases (approximately 54% of the existing borrowing at fixed interest rate including the negotiable bond loan of €100
million at fixed interest rate 2.8%). At 31.12.2023, the weighted average borrowing cost of the Group was 4.3% incorporating
an increased Euribor of 3.923%.
Lastly, with regard to geopolitical, macroeconomic and financial conditions, the Company's Management systematically monitors
and evaluates the data in order to adjust, if necessary, its business plans and risk management strategy in order to ensure the
uninterrupted implementation of its business plan and to limit any negative effects.
6. Significant transactions with related parties
All transactions with related parties have been carried out on an arm's length basis (in accordance with the arm's length principle
(in accordance with normal commercial terms for similar transactions with third parties). Significant transactions with related
parties, as defined by the International Accounting Standard 24 “Related Party Disclosures” (IAS 24), are presented in detail in
Note 6.34 of the Annual Financial Information for the year ended 31 December 2023.
7. Environmental issues
The Group's operations and properties, as well as any properties it may acquire in the future, are subject to several local, national
and international environmental laws and regulations, including any relevant EU rules and regulations related to environmental
protection and human health and safety.
These laws and regulations generally govern the quality of air and water, noise pollution levels, indirect environmental effects
such as permitted land uses, protection of archaeological sites and findings, increased motor vehicle activity, liquid waste
disposal, gas emissions, waste disposal (including solid and hazardous waste) and any corrective measures that need to be
taken.
Property owners are usually liable for breaching these laws and regulations, although liability arising from certain activities (e.g.
those carried out in the course of a commercial business) may be borne by the users (tenants) of the property.
The Group's activities and properties comply in all material respects with applicable local, national and international
environmental laws and regulations and that there are no environmental restrictions that may significantly affect the Group's use
of these properties. No cases of material non-compliance, liability or claims relating to any environmental laws or regulations
have been communicated to the Group’s companies by any public authority and the company is unaware of any such
circumstances in relation to any properties that constitute part of the Group's portfolio.
However, it is possible that its environmental studies may not reveal all possible environmental liabilities. It is also possible that
subsequent investigations may identify adverse environmental conditions that have arisen since the preparation of its
environmental studies or that there are material environmental liabilities of which the Company is currently not aware. The
Company has not recorded a material liability in relation to environmental issues in its financial statements.
In the process of acquiring properties, the Company carries out a thorough legal and technical inspection of these properties,
which includes data related to land use & environmental issues (energy efficiency certificate of the property, certificates of non-
existence of arbitrary acts, etc.).
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2023
Amounts in EURO (unless otherwise stated)
Page 16 to 104
8. Labour issues
The Group and the Company comply with labour legislation and collective agreements where applicable, including health and
safety rules. The Group and the Company wish to conduct regular training and educational seminars for their personnel based
on professional requirements and operational or individual needs.
The Group's priority is to attract and retain competent executives, promote equal opportunities and protect diversity. The Group's
Management applies impartial criteria, without discrimination in recruitment/selection, remuneration, training, assignment of
work duties or any other work activities. The factors taken into consideration for the recruitment are the experience, personality,
theoretical training, qualifications, efficiency and abilities of the individual, without any form of discrimination with regard to
gender, nationality, age, marital status and other characteristics.
a) Equal opportunities and human rights
The Group as an employer has an obligation to respect the principle of equality in employment relations in all its aspects,
including equality between men and women. As at 31 December 2023, the Group employed 17 employees of which 41% were
men and 59% were women (31 December 2022: 16 employees of which 44% were men and 56% were women). The subsidiaries
did not employ staff. The employees are of different gender and age groups and it is a consistent policy to provide equal
opportunities to employees, regardless of gender, religion, disadvantage or other aspects. The Group's relations with staff are
excellent and no labour problems are experienced.
b) Health and safety at work
Safety at work, or the provision of a working environment that protects the health and enhances the well-being of its employees,
is an overriding priority and an essential requirement in the operation of the Group. In light of this, the Group complies with the
existing legislation on Health and Safety at work while following international best practices. The Group maintains at the
workplace the necessary consumables for first aid in case of need, and systematically trains its employees in first aid or
emergency response (fire, earthquake). The Group has a safety technician, in accordance with the applicable Legislation.
The Group takes measures to protect its employees, ensures the maintenance and monitoring of the safe operation of company
facilities and develops procedures and a Health and Safety policy. To ensure the safety of both employees and the Group's
records, all necessary safety standards (security systems, fire detection system and office evacuation plan) are observed.
c) Respect for employees' rights
The Group respects the rights of employees and complies with labour Legislation and everything it stipulates. During the year
2023, as well as during the previous year 2022, no audit body accounted for violations of the labour Law. There is no employee
union in the Group. It is noted that for 2023 the Company has received Great Place to Work and Best Workplace for Women
certifications.
9. Dividend policy
The dividend distribution for the year 2023 will be decided by the Company’s Annual General Meeting of the Company’s
shareholders. The Board of Directors of the Company will propose to the Annual General Meeting of Shareholders the
distribution of dividend for the year 2023.
10. Treasury shares
At 31.12.2023, the Company held 1,225,341 treasury shares, of nominal value of € 0.50, percentage of 1.406% of its shares,
for a total value of € 1,515,400, in execution of the resolution of the Extraordinary General Meeting of Shareholders held on
20/11/2020.
11. Transactions and settlements not included in the Annual Financial Statements
There are no transactions, acts, contracts or other settlements carried out by the group’s companies that are not reported in the
annual financial statements as at 31.12.2023.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2023
Amounts in EURO (unless otherwise stated)
Page 17 to 104
12. Events after the Date of the Financial Statements
On 31.01.2024 the subsidiary PANDORA INVEST S.A. proceeded to the establishment of the 100% subsidiary PANFIN
SINGLE-MEMBER S.A.
On 07.02.2024 the Company proceeded to early termination of the finance lease and acquisition of the ownership of the property
located at 2, A' Parodos Dimotikou Stadiou, Katerini with repayment of the remaining liability of € 0.68 million.
On 09.02.2024 the Company proceeded to the conclusion of an intragroup loan agreement with the subsidiary Pandora Invest
for total amount € 2 million, of which € 1.6 million have been disbursed.
On 01.03.2024 the Company proceeded to the purchase of a plot of land in Mantinia, Arkadia, of 2,135 sq.m. for the
consideration € 0.02 million.
On 01.03 2024 the Company signed a preliminary agreement for the sale of two plots of land in Paros for consideration € 0.6
million.
On 15.03.2024 the Company proceeded to the purchase of two properties in Tripoli and Athens for consideration € 1.55 million,
through the newly established subsidiary PANFIN S.A., newly established on 31.01.2024.
There are no other significant events subsequent to the date of the Financial Statements, which concern either the Group or the
Company.
13. Corporate Governance Statement
According to the provision of paragraph 1 of article 152 of L. 4548/2018, article 18 of L. 4706/2020, as well as the Instructions
(Part E’) of the Hellenic Corporate Governance Code, the Annual Report of the Board of Directors of the Company additionally
includes the Corporate Governance Statement for the financial year 2023. The reporting date of the Corporate Governance
Statement is 31.12.2023.
In accordance with the above provisions, the Corporate Governance Statement of the Company includes the following sections:
A. Corporate Governance Code to which the Company is subject and deviations from its Special Practices,
B. Corporate Governance Practices, which apply beyond the requirements of the applicable legislation,
C. The Company's Internal Control System and Risk Management in relation to the process of preparation of the financial
statements,
D. Composition and operation of the Board of Directors and other management or supervisory bodies or Committees,
E. Suitability Policy and Diversity Policy regarding the composition of the management, administrative and supervisory bodies
of the Company
F. Policy on Related Party Transactions
G. Sustainable Development Policy of the Company.
A. Corporate Governance Code
In compliance with article 17 of L. 4706/2020, the company adheres to the Hellenic Corporate Governance Council’s Hellenic
Corporate Governance Code (2021 edition) - subject to its Board of Directors’ decision dated 07.07.2021, which takes into
account the relevant amendments to the legislative framework, the regulations, the best international corporate governance
practices, as applicable and is posted on the Company's website.
Listed below are the special practices of the Corporate Governance Code, with which the Company has not complied, with a
brief explanation as to the reasons justifying the specific non-compliance/deviation and those for which it is in the process of
compliance.
Non-compliance/deviation from special practices
Part A – Board of Directors
2.2. Composition of the Board of Directors
2.2.21 The Chairman is elected by independent non-executive members. In case the Chairman is chosen by the non-executive
members, an independent non-executive member is appointed as Vice-Chairman or as Senior Independent Director.
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2.2.22 The independent non-executive Vice Chairman or the Senior Independent Director, as the case may be, has the following
responsibilities: supports the Chairman, acts as a liaison between the Chairman and the Board members, coordinates the
independent non-executive directors and leads the evaluation of the Chairman.
According to the current structure and composition of the company’s Board of Directors, the Chairman of the Company is not
selected by the independent non-executive directors is an executive member and has the required knowledge, experience and
know-how on the Company’s activities and operation and the Vice Chairman is a non-executive member (in compliance with
para. 2.2.19) and has international experience in the real estate industry. At the company's discretion, the existing structure and
composition of the Board of Directors effectively serves its business and operational needs.
Special practices in the process of compliance
Part A – Board of Directors
2.2. Composition of the Board of Directors
2.2.15 The Company shall ensure that the diversity criteria relate not only to the members of the Board of Directors but also to
the senior and/or senior management with specific gender-specific representation targets and timeframes for achieving them.
The gender representation percentage on the Board of Directors complies with the provisions of l. 4706/2020, while that of the
senior executives depends mainly on the availability of executives in the labour market. The adoption of this practice is under
review and evaluation. In any case, it is noted that in the total number of the Company's personnel, 59% are women and 41%
are men.
B. Corporate Governance Practices in addition to the provisions of the law
The Company does not implement Corporate Governance practices in addition to the requirements of the applicable law.
C. Internal Control System & Risk Management
Main features of the Internal Control System
The Internal Control System, to which the company attaches particular importance, consists of audit mechanisms and audit
procedures that cover all its activities in order to ensure its effective and safe operation. The Internal Control System is designed
to ensure:
▪ the consistent implementation of the business strategy, with effective use of available resources,
▪ the identification and management of the assumed risks,
▪ the completeness and reliability of the records and information required for the accurate and timely determination of the
company's financial position and for the preparation of reliable financial statements,
▪ compliance with the applicable regulatory framework, internal regulations, and rules of conduct,
▪ the prevention and avoidance of errors that could jeopardize the reputation and interests of the Company, its Shareholders
and its Related parties,
▪ the effective operation of the IT systems in support of the business strategy and for the secure transfer, processing and
storage of critical business information.
The Company has established an Audit Committee, which is responsible for monitoring the financial information procedures, for
the effective operation of the internal control system and the risk management system, as well as for the supervision and
monitoring of the statutory audit and issues related to the objectivity and independence of the Certified Auditors Accountants.
The evaluation of the adequacy and effectiveness of the company's Internal Control System is carried out: a) On an ongoing
basis by the Internal Control Division, through the audits that are conducted, as well as by the Regulatory Compliance
Department regarding the compliance with the regulatory framework, b) On an annual basis by the Audit Committee of the Board
of Directors based on the relevant data and information of the Internal Control Department, the findings and observations of the
External Auditors, as well as the Supervisory Authorities. The Internal Control Department controls the activities of the company
and its Group in order to ensure its effective operation and the reliability of the data that contribute to the preparation of the
Company’s and the Group’s financial statements.
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The key functions are the compliance with the applicable regulatory framework, internal regulations, rules of conduct and
supervision of the prevention and avoidance of wrongful actions that could jeopardize the reputation and interests of the
Company and the Group as well as the stakeholders.
The Company's Internal Regulation, which includes the necessary rules and regulate the procedures required to ensure the
proper functioning of the company's internal control, were approved and entered into force pursuant to the Board of Directors’
decision dated 13.12.2006 and were revised by the Board of Directors’ decisions dated 05.04.2020, 23.10.2020, 07.07.2021,
09.11.2021 and 07.04.2022, whereby, pursuant to the provisions of article 16 para. 1(c) of L. 4706/2020, the Board of Directors
is informed, at least on a quarterly basis, about the internal control that was conducted, by the company's Audit Committee.
Management of the company's risks in relation to the preparation of the financial statements
The procedures and policies related to the preparation of financial statements are monitored, in terms of risk management that
may arise during their preparation, by the Internal Control Department, in accordance with specific rules set by the B. of D.
These rules, among other things, aim at the control and proper recording of income and expenses as well as the monitoring of
the company's assets and liabilities in accordance with IFRS, and corporate and tax law, in order to ensure the correct
presentation of its financial position and performance through the financial statements.
The procedures and policies implemented by the relevant departments include, among others:
▪ The application of specific accounting principles and assumptions and the process of monitoring their compliance by
independent auditors and valuers.
▪ The preparation of budgets and the monitoring of the realisation of both income and expenses through reports addressed
to the Board.
▪ The keeping of the Company's books in a reliable IT system while applying security rules and access restriction to these.
▪ The approval of revenue and expenditure, monitoring compliance with the terms of the relevant contracts and approval of
documents and payments.
▪ The monitoring and reporting of transactions, receivables and payables with related parties.
Results of the evaluation process of the Internal Control System according to article 14, para. 3(j) and para. 4 of L. 4706/2020
and the relevant decisions of the Board of Directors of the Hellenic Capital Market Commission
The Company, by decision of its Board of Directors, assigned to the company Andreas Koutoupis and Co. P.C. - KPS the
assessment of the adequacy and effectiveness of the Internal Control System of the Company with reporting date 31 December
2022, in accordance with the provisions of para. 3(j) and para. 4 of article 14 of L. 4706/2020 and decision 1/891/30.09.2020 of
the Board of the Hellenic Capital Market Commission as in force (the "Legislative Framework") and in accordance with the
Internal Control System Framework of the COSO Committee (COSO: Internal Control Integrated Framework). The evaluation
was carried out by the evaluator Andreas Koutoupis who has all the characteristics of independence and objectivity, has proven
professional experience and training and holds the appropriate professional certifications.
The conclusion, which is included in the Evaluation Report on the adequacy and effectiveness of the ICS, states that no material
weaknesses of the ICS have been identified, in accordance with the Regulatory Framework. The Company is monitoring and
reviewing the evaluator's recommendations for improvement of the internal control system.
D. Composition and operation of the Board of Directors and other management or supervisory bodies or Committees
General Meeting of shareholders
Function of the General Meeting
According to the Articles of Association, the General Meeting of shareholders is the supreme management body, which decides
on all corporate matters and its legal decisions are binding on all shareholders.
The General Meeting of shareholders is held by the Board of Directors and meets regularly at a place and time determined by
the Board of Directors within the first half of each financial year.
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The General Meeting shall be held at least 20 full days prior to the date of the meeting by means of an invitation which shall
clearly state the time and place of the meeting, the agenda items and the procedure the shareholders need to follow in order to
have a participation and voting right. The Invitation is published as required by law and is posted on the Company's website.
The General Meeting meets and has a quorum if 20% of the share capital is present and represented, except where an increased
quorum of 2/3 of the share capital is provided for in accordance with the Articles of Association.
The shareholders who participate in the General Meeting and have the right to vote elect the chairman and a secretary. The
agenda items are then discussed and resolutions are taken on these items by absolute majority. Minutes shall be kept of the
items discussed and resolved, which are signed by the Chairman and the Secretary of the meeting and published in accordance
with the provisions on regulated information.
The General Meeting is solely competent to decide on the following matters:
a) the merger, split, transformation, revival, extension of the duration or dissolution of the company
b) the amendment of the Articles of Association
c) the increase or decrease of the share capital, as well as those imposed by the provisions of other laws
d) the election of the members of the Board of Directors except for the case of article 22 of the Articles of Association
e) the appointment of auditors
f) the appointment of liquidators
g) the approval of the annual financial statements and any consolidated financial statements of the Company
h) the distribution of annual profits
i) the issuance of bond loans and any other form other than a common bond loan (article 69 of L. 4548/2018)
j) the approval of the overall management that took place during the respective year, in accordance with article 108 of
L. 4548/2018 and discharge of the auditors,
k) the approval of the granting of compensation or fees to members of the Board of Directors as provided for in article 109 of
L. 4548/2018)
l) the approval of the policy of remunerations of article 110 and the remuneration report of article 112 of L. 4548/2018.
Shareholders' rights
Shareholders' rights, as defined by the relevant law and the Articles of Association, depend on the percentage of their
participation in the company’s paid-up share capital.
▪ Dividend right:
1. Shareholders are paid a dividend of at least 50% of the Company's annual net distributable profits, after withholding
any amount provided for by law 4548/2018, as in force.
2. A lower percentage or no dividend may be distributed by the Company upon resolution of the General Meeting of its
shareholders, either to form an extraordinary tax-free reserve from other income other than capital gains, or to distribute
shares free of charge to shareholders by increasing its share capital in accordance with the provisions of l. 4548/2018.
3. If at the end of a financial year a loss of case d' of paragraph 3 of article 22 of L. 2778/1999 the formation of a provision
up to the total loss is permitted for covering the loss.
Every shareholder who is listed in the shareholders’ register that is kept by the Company at the date of determination of
dividend recipients is entitled to a dividend. The dividend is paid to the shareholder within two months of the Annual General
Meeting that approved the annual financial statements. The method and place of payment shall be announced in the Press.
The right to collect the dividend shall lapse and the corresponding amount shall be transferred to the State after 5 years
from the end of the year in which the General Meeting approved the distribution of the dividend.
The liability of the company's shareholders is limited to the nominal value of the shares they hold.
Administrative, Management, Supervisory Bodies and Senior Management
According to Article 9 of the company's Articles of Association and article 116 of L. 4548/2018, the General Meeting of
shareholders is the Company's supreme body, which elects the Board members. According to articles 19 and 20 of the
company's Articles of Association and article 77 of L. 4548/2018, the Board of Directors is the Company's Management body.
The company declares that it has fully complied with the provisions of articles 1-24 of L. 4706/2020.
In compliance with article 17 of L. 4706/2020, the Company implements with the decision of its Board of Directors dated
07.07.2021 the Hellenic Corporate Governance Council’s Hellenic Corporate Governance Code (2021 edition), which takes into
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account the relevant amendments to the legislative framework, the regulations, the best international corporate governance
practices, as applicable and is posted on the Company's website.
The company has an updated Internal Regulation, in accordance with the provisions of article 14 of L. 4706/2020, which were
approved at the meeting held by the Board of Directors dated 07.07.2021 and amended by the Board of Directors' decisions as
of 09.11.2021 and 07.04.2022 and its summary is posted on the Company's website (https://www.premia.gr).
The Company’s Management declares that the administrative, management and supervisory bodies and senior management
are (a) the members of its Board of Directors, (b) the members of the Audit Committee, the Compensation and Nomination
Committee and the Investment Committee, and (c) the Company's Internal Auditor.
The Company’s Board of Directors was elected by the Extraordinary General Meeting of the Company's Shareholders on
19.05.2021 for a three-year term, which expires on 19.05.2024 and is automatically prolonged until the deadline within which
the next Annual General Meeting must be held and until the relevant resolution is taken, and the Board of Directors' was formed
into a body by the decision of the Board of Directors dated 19.05.2021. The Company’s Board of Directors consists of a total of
eight members, three executive and five non-executive members, of whom three are independent non-executive members.
Thus, the current Board of Directors consists of the following members:
Full name
Position on the Board of Directors
Capacity
Ilias Georgiadis of Nikolaos
Chairman
Executive Member
Frank Roseen of Anastasios
Vice Chairman
Non-Executive Member
Konstantinos Markazos of Alexios
Managing Director
Executive Member
Kalliopi Kalogera of Stamatis
Member
Executive Member
Dimitrios Tsiklos of Ilias
Member
Non-Executive Member
Vasileios Andrikopoulos of Filippos
Member
Independent Non-Executive Member
Panagiotis Vroustouris of Konstantinos
Member
Independent Non-Executive Member
Rebekka Pitsika of Georgios Taxiarchis
Member
Independent Non-Executive Member
Furthermore, it is noted that the above composition of the Board of Directors is subject to the provisions of the Suitability Policy
of the members of the Board of Directors, which was prepared in accordance with the provisions of article 3 of L. 4706/2020, it
was approved by the Board of Directors decision dated 27.04.2021, pursuant to para. 1 of article 3 of L. 4706/2020, and upon
resolution of the Extraordinary General Meeting of the Company’s shareholders dated 19.05.2021, in accordance with para. 3
of article 3 of L. 4706/2020 and is available on the company's website (http://www.premia.gr/dioikitiko-symvoulio-2/).
The Board of Directors of the Company has an Internal Regulation, which was approved at its meeting as of 21.12.2022.
The Board of Directors has ensured for the Company an appropriate succession plan for the members of the Board of Directors
and the Managing Director. The succession plan was approved by the Board of Directors on 21.12.2022, following the
recommendation of the Nomination and Remuneration Committee.
During the year 2023, a total of 20 Board of Directors’ meeting were held, while in the year 2022 a total of 19 Board of Directors’
meeting were held. The attendance of each Board member at the Meetings of the Board of Directors during the year 2023 is
shown in the table below:
Full name
Number of
meetings for
the year 2023
Number of
meetings
attended
Attendance
percentage
Number of
meetings
represented
Ilias Georgiadis
20
19
95%
1
Frank Roseen
20
19
95%
1
Konstantinos Markazos
20
20
100%
-
Kalliopi Kalogera
20
20
100%
-
Dimitrios Tsiklos
20
15
75%
3
Vasileios Andrikopoulos
20
19
95%
1
Panagiotis Vroustouris
20
20
100%
-
Rebekka Pitsika
20
20
100%
-
Remuneration of the Board of Directors - Report on the remuneration of the Board of Directors according to article 112 of
L. 4548/2018
The remuneration of the Board of Directors is in line with the Company's Remuneration Policy.
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The most recent approved remuneration report of the members of the Board of Directors (financial year 2022) has been prepared
in accordance with article 112 of Law 4548/2018, has been approved by the Annual Ordinary General Meeting of the Company
dated 2 June 2023 and is available on the Company's website (https://www.premia.gr). The corresponding report for the financial
year 2023 will be posted before its approval by the Annual Ordinary General Meeting of the Company scheduled for May 2024.
Independent Non-Executive Members of the Board of Directors
The independent non-executive members have been elected by the Ordinary General Meeting of the Company's Shareholders,
pursuant to its resolution as of 19.05.2021.
The election of the independent non-executive members was made after it was ascertained that each of them meets the
independence requirements of article 9 of L. 4706/2020.
According to par. 3 of article 9 of L.4706/2020, the Board of Directors reviewed the fulfilment of the independence requirements
for the independent members of the Board of Directors. The review was carried out with the assistance of the Regulatory
Compliance Department, by the Nomination and Remuneration Committee at its meeting as of 18.12.2023, which informed the
Board of Directors, which subsequently confirmed that the independence requirements were met for the year 2023.
The independent non-executive directors at their meeting held on 18.12.2023 discussed all matters within their competence,
namely the review of the Company's strategy and its implementation, the achievement of its objectives, ensuring the effective
supervision of the executive directors and the review and expression of views on the proposals submitted by the executive
directors, based on the existing information. Also, they discussed more general matters concerning corporate governance,
regulatory compliance, ESG strategy, published financial statements and internal audit.
Audit Committee
The Audit Committee has and implements its own internal regulations, which were initially approved and entered into force by
the decision dated 13.01.2020 of the Company’s Board of Directors, and were subsequently amended and updated by the
decision dated 25.02.2021 of the Board of Directors and subsequently with the decisions dated 07.07.2021, 21.12.2021 and
01.08.2023 of the Board of Directors. The Audit Committee’s Internal Regulation in force are posted on the company's website
(https://www.premia.gr).
The General Meeting, at its meeting, which was held on 19.05.2021, decided on the election of a three-member Audit Committee
for a three-year term, which is a committee of the Board of Directors consisting of two independent non-executive members and
one non-executive member.
The Company’s Board of Directors, at its meeting held on 19.05.2021, following the above resolution of the General Meeting,
appointed the persons who fill the positions of the Audit Committee’s members. Subsequently, at its meeting held on 19.05.2021,
the Audit Committee was formed into a body and decided on the appointment of the independent non-executive member, Mr.
Panagiotis Vroustouris, as its Chairman.
Therefore, the Company’s Audit Committee is composed of the following persons:
Full Name
Position
Capacity
Business Address
Panagiotis Vroustouris of Konstantinos
Independent Non-Executive Member of the B. of D.
Chairman
9-11 Ethnikis Antistaseos
Street, Chalandri
Frank Roseen of Anastasios
Non-Executive Member of the B. of D.
Member
43, Gustav IIIs Boulevard
Stockholm, Sweden
Vasileios Andrikopoulos of Filippos
Independent Non-Executive
Member of the B. of D.
Member
Position Tzima, Koropi Attica
The above composition of the Audit Committee complies with the provisions of article 44 of L. 4449/2017, as in force, since the
majority of the Audit Committee’s members meet the independence requirements of article 9 of L. 4706/2020 at the date of their
election and at 31.12.2023 and all members have sufficient knowledge in the real estate sector in which the Company operates.
Moreover, at least one member of the Audit Committee has sufficient auditing or accounting knowledge and is required to attend
the Audit Committee’s meetings concerning the approval of the financial statements. In particular, Mr. Vroustouris, the Chairman
of the Audit Committee has sufficient auditing and accounting knowledge, given that he holds the title of Certified Public
Accountant and is a member of the Institute of Certified Public Accountants of Greece (SOEL Reg. No. 12921) and is the
President & CEO of MPI HELLAS S.A. in Greece since 1984. In addition, he has served for many years as a Certified Public
Accountant (CPA) and a consultant on International Financial Reporting Standards for various companies.
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During the year 2023, the Company's Audit Committee held a total of 16 meetings, whereas in the year 2022, the Audit
Committee held a total of 12 meetings. The Audit Committee meetings were attended by all its members.
During the year 2023, the Audit Committee was involved, among other things, in the examination of the financial statements to
be published and their recommendation to the Board of Directors, the evaluation of the Company’s Internal Control System, the
review of the Evaluation Report on the Adequacy and Effectiveness of the Internal Control System in accordance with article 14
para. 3 (j) of L. 4706/2020 and the decision 1/891/30.9.2020 of the Hellenic Capital Market Commission, monitored the
effectiveness of the Company's internal control function, approved the design of internal audit plan of the Internal Audit
Department for the year 2024, discussed and approved the quarterly internal audit reports and their submission to the Board of
Directors and participated in the selection process of the statutory auditors for the year 2023, etc.
It also conducted a self-evaluation of its performance for the year 2023 and amended its Internal Regulation at its meeting as of
01.08.2023.
Annual Report of the Audit Committee
The annual report of the Audit Committee for 2023 was prepared in accordance with the provisions of para. 1i of Article 44 of
L. 4449/2020 and provides information on the Committee's work in 2023 and is posted simultaneously with the publication of
this annual financial report on the Company's website (https://www.premia.gr).
Remuneration - Nomination Committee
The Remuneration - Nomination Committee consists solely of primarily non-executive and independent members of the Board
of Directors. In particular, it consists of three members, of whom two are independent non-executive members and one is a non-
executive member, and is presided by an independent non-executive member of the B. of D. The Remuneration and Nomination
Committee shall meet at least once a year and whenever else required. The role, the convocation procedure, as well as the
duties and responsibilities of the Remuneration and Nomination Committee are described in its Internal Regulations, which were
approved by the company’s Board of Directors on 07.07.2021.
In particular, the main duties and responsibilities of the Committee are described as follows:
With respect to the nomination of candidates:
• The determination of the company's requirements regarding the size and composition of the Board of Directors and
the submission of proposal of changes – improvements, when deemed necessary.
• The definition of the candidate selection criteria and the determination of the responsibilities and skills of each position
on the B. of D.
• The processing of the candidate selection procedure and the proposal to the General Meeting for their election.
In relation to remuneration:
• The formulation of proposals to the Board of Directors regarding the remuneration policy to be submitted for approval
to the General Meeting and on the remuneration of persons falling within the scope of the remuneration policy.
• The review of information provided through the annual remuneration report, providing its opinion to the B. of D. before
the report is submitted to the General Meeting.
• Monitoring the implementation of the remuneration policy.
The Remuneration - Nomination Committee is composed of the following members:
Full Name
Position
Capacity
Business Address
Rebekka Pitsika of George Taxiarchis
Independent Non-Executive Member of the B. of D.
Chairman
17, Paradeisou Street,
Marousi
Frank Roseen of Anastasios
Non-Executive Member of the B. of D.
Member
43, Gustav IIIs Boulevard
Stockholm, Sweden
Vasileios Andrikopoulos of Filippos
Independent Non-Executive
Member of the B. of D.
Member
Position Tzima, Koropi
Attica
The members of the Committee were appointed by decision of the Company’s Board of Directors dated 19.05.2021 and its term
of office coincides with the term of office of the Board of Directors. Subsequently, the Committee at its meeting on 19.05.2021
decided to appoint the independent non-executive member, Ms. Rebekka Pitsika, as its Chairman and was formed as a body.
It is noted that the composition of the Remuneration - Nomination Committee meets the requirements of article 10, para. 3 of
L. 4706/2020.
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In addition, the Remuneration Policy followed by the Company has been approved upon resolution of the Extraordinary General
Meeting of the Company held on 20.11.2020 and amended upon resolution of the Ordinary General Meeting dated 29.06.2021
and the resolutions of the Extraordinary General Meetings of the Company dated 10.12.2021 and 04.05.2022.
During the year 2023, the Committee held a total of 5 meetings, while in the year 2022, the Committee held a total of 2 meetings.
All meetings were attended by all members of the Committee.
During the year 2023 the Committee was involved, among other things, in reviewing the information in the Remuneration Report
and its submission to the Board of Directors, evaluating the Chairman of the Board of Directors, the other members of the Board
of Directors and its Committees and its Secretary, reviewing the fulfilment of the independence criteria of the independent non-
executive members of the Board of Directors in accordance with par. 3 of article 9 of l. 4706/2020 and the drafting of proposals
to the Board of Directors regarding the remuneration of the persons falling within its scope.
Investment Committee
The Investment Committee consists of three members who are elected by the Board of Directors. The Investment Committee
shall meet whenever deemed necessary further to the invitation of its Chairman.
The composition, the appointment procedure of the Investment Committee members, its responsibilities and method of operation
are described in its Internal Regulations, which were approved by the company’s Board of Directors on 09.11.2021. In particular,
the main duties and responsibilities of the Committee are described as follows:
▪ Review of proposals for new investment properties or special purpose vehicles (SPVs), upon the recommendation of the
Real Estate Investment Department and with the sole criterion of the compliance of the proposed investments with the
Company's Investment Policy from time to time.
▪ Review of proposals for the sale of properties or special purpose vehicles (SPVs), upon the recommendation of the Real
Estate Investment Department and with the sole criterion of the proposed divestments’ compliance with the Company's
Investment Policy.
▪ Recommendation to the Company’s Board of Directors regarding the compliance or non-compliance of the reviewed
proposals for new investments or divestments with the Company’s Investment Policy.
▪ Overview of the conditions of the real estate investment market and recommendation to the Board of Directors regarding
the possible need to update the Company's Investment Policy.
The Investment Committee consists of the following members:
Full Name
Position
Capacity
Business Address
Ilias Georgiadis of Nikolaos
Chairman, executive member of the B. of D.
Chairman
11, Arstaangsvagen
Stockholm, Sweden
Konstantinos Markazos of Alexios
Managing Director
Member
59, Vas. Sofias Avenue,
Athens
Konstantinos Pechlivanidis of Stavros
Chief Property Investment Officer
Member
59, Vas. Sofias Avenue,
Athens
The members of the Investment Committee were appointed by the decision dated 09.11.2021 of the company’s Board of
Directors. Subsequently, at its meeting that was held on 10.11.2021, the Investment Committee decided to appoint
Mr. Georgiadis as its Chairman and was formed as a body.
In the year 2023, a total of 4 Committee meetings were held regarding recommendations for the purchase and sale of properties
while in the year 2022, a total of 5 Committee meetings were held. All meetings were attended by all members of the Committee.
Evaluation of the Board of Directors and Board Committees
According to the specific practices set out in the Corporate Governance Code adopted by the Company, the Board of Directors
annually evaluates the effectiveness of its Board, its Committees as well as its Secretary.
The Chairman of the Board of Directors presides over the evaluation process in cooperation with the Nomination and
Remuneration Committee.
The evaluation of the Board of Directors and its Committees is carried out using questionnaires concerning both their individual
and collective evaluation.
The criteria taken into account in the individual evaluation concern, among other things, the use of knowledge, skills and
experience, guarantees of good character and reputation, independence of judgement and availability of sufficient time and
apply to all members of the Board of Directors and its Committees.
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The criteria of collective suitability are knowledge, skill and experience, diversity, effective cooperation of the members of the
Board of Directors in the performance of their duties.
The evaluation of the Chairman of the Board of Directors includes areas such as his leadership skills, his role in the proper
organization and effective conduct of the Board of Directors' meeting schedule, effective cooperation with the Managing Director
and the Corporate Secretary in determining agenda items and effective cooperation with the Chairmen of the Board's
Committees.
The evaluation of the Corporate Secretary relates to his/her contribution to the proper organisation and scheduling of meetings
and the timely recording of the Board Minutes.
The first evaluation carried out was completed in March 2023, the results of which were deemed to be highly satisfactory. The
results of the evaluation were presented to the Board of Directors of the Company at its meeting held on 6 April 2023.
Internal Control Department - Internal Auditor
At its meeting held on 23.10.2020, the Company’s Board of Directors appointed Ms. Aikaterini Loizou of Evangelos as Internal
Auditor, who assumed duties as from 24.10.2020. She is a full-time employee of the Company, personally and functionally
independent and objective in the performance of her duties and has the appropriate knowledge and relevant professional
experience. The business address of the Company's Internal Auditor is 59, Vasilissis Sofias Avenue, P.C. 11521, Athens.
The Internal Regulation of the Company's Internal Audit Department, which includes the necessary rules and regulates the
procedures required to ensure the proper operation of the Company's internal audit, was approved and entered into force by
the decision of the Board of Directors of the Company dated 07.07.2021, following the relevant recommendation of the
Company's Audit Committee.
Pursuant to the provisions of article 16, para. 1(c) of L. 4706/2020, and in accordance with the Internal Regulation of the Audit
Committee and the Internal Regulation of the company's Internal Control Department, the Board of Directors is informed by the
company's Audit Committee, at least on a quarterly basis, about the internal audit carried out.
Curricula vitae of the Company’s Board members and executives
Board Members
Short curricula vitae of the Board members are provided below and are also posted on the Company's website at the following
link https://www.premia.gr/dioikitiko-symvoulio-2/
Ilias Georgiadis
Chairman, executive member
Professional Experience: Ilias Georgiadis has been running his own business in the construction and real estate sector as
Chief Executive Officer for 23 years. Today, he is the President and Chief Executive Officer (CEO) of the Sterner Stenhus AB
Group, in Sweden and a Board member of the Group’s company.
Education: Higher education with a focus on Commerce.
Professional Career: Member of the Board of Directors of the listed company Amasten Fastigheter AB, Sweden. Member of
the Board of Directors of Handelsbanken, Skärholmen.
Frank Roseen
Vice Chairman, non-executive member
Professional Experience: Frank Roseen, of Greek origin, has many years of experience in positions of high and individual
responsibility. He is currently Executive Director of Capital Markets and Member of the Board of Directors of Aroundtown.
Chairman of the Board of Directors of TLG Immobilien, Chairman of WCM. Member of the Board of Directors of Premia REIC,
Greece.
Education: MBA from Stockholm University, Sweden.
Professional Career: CEO for GE Capital Real Estate Germany and Central & Eastern Europe, CEO of GE Capital Real Estate
Central and Eastern Europe, CFO & Head of Asset Management for GE Capital Real Estate Asia Pacific, CFO for GE Capital
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2023
Amounts in EURO (unless otherwise stated)
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Real Estate Nordic, CFO and Chief Investment officer for WCM, Member of the Board of Directors of Bonava, Chairman of the
Board of Directors of Star Ventures Real Estate, USA. Member of the Supervisory Board for Ronson Development. CFO for
Xerox Sweden and for Philips Electronics Nordic.
Konstantinos Markazos
Managing Director, executive member
Professional Experience: Konstantinos Markazos has many years of experience in Greek and multinational companies and a
history with remarkable results in productivity and corporate profitability. He has published several articles with financial and tax
content and was a member of the working group that created the law on Greek Accounting Standards. He currently holds the
position of Managing Director of PREMIA REIC.
Education: Graduate of the Athens University of Economics and Business (AUEB) – MBA from Brunel University in London.
Professional Career: Cost specialist at Pharmaserve - Lilly S.A., Greece. Assistant Financial Manager at CHIPITA, Greece.
Chief Financial Officer at Wyeth S.A., Greece. Chief Financial Officer at SATO Group of Companies, Greece. Chief Financial
Officer at PREMIA REIC, Greece.
Kalliopi Kalogera
Executive Member
Professional Experience: Kalliopi (Kelly) Kalogera is a Lawyer, a graduate of the Athens Law School and a member of the
Athens Bar Association. She is also specialized in the whole range of Commercial and Civil Law, with further specialization in
Tax Law. Today she provides her services as Legal & Tax Counsel to the Sterner Stenhus group of companies in Greece.
Education: Master's degree in tax law from the Athens University of Economics and Business, Greece. Master's Degree in Tax
Law from the Jean Moulin Lyon University, France (Université Jean Moulin Lyon).
Professional Career: Tax Advisor, Ernst & Young, Greece. Lawyer at the law firm, Chara Kanellopoulou – Zerva & Associates,
Athens.
Panagiotis Vroustouris
Independent Non-Executive Member
Professional Experience: Panagiotis Vroustouris has more than 30 years of experience. He holds the title of Certified Public
Accountant and he is a Member of the Institute of Certified Public Accountants of Greece (SOEL) since 1984 and he is the
President & CEO of MPI HELLAS S.A. in Greece. He is also the author of several books in the field of accounting.
Education: Degree from the University of Piraeus in Business Administration.
Professional Career: Statutory auditor and advisor on International Financial Reporting Standards (IFRS) matters in several
public interest entities and other entities in the private and public sector. He was a member of the Accounting Regulatory
Committee (ARC) in the European Union, of the Accounting Standards Board (SLOT), of the Supervisory Board of SOEL, of the
Economic Chamber of Greece, of the Insolvency Management Committee and several legislative committees in relation to
accounting, audit and tax matters.
Vasileios Andrikopoulos
Independent Non-Executive Member
Professional Experience: Vassilis Andrikopoulos is the Group Deputy CEO at Karamolegos Bakery S.A. He has more than 25
years of experience in top executive positions in multinational and Greek enterprises in Greece and abroad.
Education: Bachelor’s Degree in Business Administration at the Athens University of Economics and Business (AUEB).
Postgraduate studies at Harvard Business School and INSEAD in Financial Management and Mergers & Acquisitions.
Professional Career: Special Advisor to the Prime Minister of the Hellenic Republic for Growth and Entrepreneurial matters.
Managing Director of Green Cola Hellas. Managing Director of NOVAL Property, member of the VIOHALCO Group. Deputy
CEO of Olympic Brewery S.A., member of the Carlsberg Group. Chief Financial Officer of Western European Markets for
DIAGEO Plc.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2023
Amounts in EURO (unless otherwise stated)
Page 27 to 104
Rebekka Pitsika
Independent Non-Executive Member
Professional Experience: Rebekka Pitsika has been running her own business in the Human Resources Sector as Chief
Executive Officer since 2007, with several distinctions and awards in her field. She has a total of 25 years of experience in
human resources management positions in multinational and Greek companies. Founding Member of Entrepreneurs’
Organization Greece. Included in the FORTUNE list for the 30 Most Powerful Women in Business for Greece, in the years 2017,
2019 and 2021.
Education: Business Management, Athens University of Economics and Business (AUEB) - Diplôme International de
Management, Institute Commerciale De Nancy.
Professional Career: HR Manager and Member of the Board Manpower Hellas. Head of Training and Development, Laiki Bank,
Payroll, Training and Recruitment Officer, Ericsson Hellas, Training Administrator, Metro S/M.
Dimitrios Tsiklos
Non-Executive Member
Professional Experience: Dimitris Tsiklos has extensive experience in the field of constructions and for fifteen years he
supervised large-scale projects in Greece and abroad as Technical Manager of NOE Metal Constructions S.A. Today, he is the
owner and CEO of ENGINEERIA S.A., a company which mainly specializes in the construction and maintenance of mainly
logistics buildings.
Education: Having come from a professional athletic career in water polo with participation and multiple distinctions both at club
level and with the Men’s National Team, Dimitris also attended the School of Civil Engineering at the National Technical
University of Athens.
Professional Career: President & Board Member of ENGINEERIA S.A., Board Member of NOE Metal Constructions S.A.,
Board Member the Vouliagmeni Nautical Club.
Executive Officers
Short curricula vitae of the executive officers are provided below and are also posted on the company's website at the following
link https://www.premia.gr/diefthyntika-stelehi/
Nikolaos Baziotis
Chief Financial Officer / Chief Investment Officer
Professional Experience: Mr Baziotis has extensive professional experience, of more than 20 years in total in the financial and
investment management sector, having held positions of responsibility in leading banking and business groups during his career.
He currently holds the position of CFO/CIO of the company.
Education: BSc in International and European Economics from Athens University of Economics and Business – MSc in Finance
from Birkbeck College, University of London.
Professional Career: Chief Investment Officer, Intracom Holdings, Αthens. Board Member, Intrasoft International, Luxembourg.
Head of Corporate Banking Division, Alpha Bank, Αthens. Head of Corporate Finance Division, Alpha Bank, Αthens. Director –
Investment Banking, Alpha Bank, Athens. Investment Analyst, Emporiki Real Estate (Emporiki Bank Group), Athens. Consultant,
PricewaterhouseCoopers, Athens.
Konstantinos Pechlivanidis
Chief Property Investment Officer
Professional Experience: Konstantinos Pechlivanidis has over 31 years of experience as a consultant and investor in the real
estate markets of Greece and South-eastern Europe, holding positions of responsibility in various leading Greek and
international organizations.
Education: B.Sc. in Civil Engineering, The University of Texas at Austin. M.Sc. Engineering, The University of Texas at Austin.
Professional Career: Head of the Greek Real Estate & Hospitality divisions of EY, PwC, and Arthur Andersen in Greece.
Member of the Athens International Airport Real Estate Management & Development team. Investment Director of the Secure
Management private equity fund.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2023
Amounts in EURO (unless otherwise stated)
Page 28 to 104
Georgios Bakos*
Chief Operating Officer / Head of Assets Management
Professional Experience: Georgios Bakos has more than 30 years of work experience in senior management (C-Level)
positions in Greece, Bulgaria, Romania, Hungary and Cyprus. Until recently, he was the General Manager of the Zeritis Group
of companies, which operates in the real estate market in Greece and Hungary, as well as in paper production in Bulgaria and
in recycling in Hungary. At 31.12.2023 he held the position of the Chief Operating Officer / Head of Assets Management.
Education: MBA from Canterbury University, UK, Bachelor in BA from American College of Greece, Diploma of International
Management from Ashridge Management College, UK.
Professional Career: General Manager, Zeritis Group Director, Management Consulting KPMG, Greece. Chief Operating
Officer, Plural Telecom S.A. Hellas General Manager, Sfakianakis Group of Companies S.A., Greece. General Manager
Inchcape Holding Hellas - Toyota Hellas. Commercial Director, Eurodollar Hellas.
* Mr. Bakos left the Company in February 2024 and has not been replaced.
Information regarding the number of company shares held by members of the Board of Directors and key management
executives.
The following table below shows the number of shares held by the company’s Board members and key management executives
at 31.12.2023.
Full Name
Position
Number of shares
Frank Roseen of Anastasios*
Vice Chairman of the B. of D.
347,222
Konstantinos Markazos of Alexios
Managing Director
117,204
Kalliopi Kalogera of Stamatis*
Member of the B. of D.
664
Panagiotis Vroustouris of Konstantinos
Member of the B. of D.
69,445
Georgios Bakos of Dimitrios
COO / Head of Assets Management
3,700
* through persons with whom they have close relations
Other professional commitments of Board members
Mr. Ilias Georgiadis of Nikolaos - Chairman and executive member of the company’s B. of D. holds the position of the
Chairman, Board Member and/or Director in the following companies:
S/N
Name of legal person
Position in Board of Directors
1.
Member of the B. of D.
2.
STERNER STENHUS GREECE AB
Member of the B. of D.
3.
STENHUS FASTIGHETER I NORDEN AB (PUBL)
Member of the B. of D., Managing Director
4.
STERNER GLOBAL INVEST AB
Member of the B. of D.
5.
A-P GROUP AB
Member of the B. of D.
6.
SYGMA GROUP AB
Member of the B. of D.
7.
HSTR HUS AV TRÄ AB
Member of the B of D., Chairman
8.
STERNER PROJEKT AB
Member of the B. of D.
9.
XROSSPOINT INVEST AB
Member of the B. of D.
10.
STERNER STENHUS FÖRVALTNING AB
Member of the B. of D.
11.
STERNER STENHUS FASTIGHETER AB
Member of the B. of D.
12.
STENHUS FÖRVALTNING STOCKHOLM AB
Member of the B. of D.
13.
BOTKYRKA KORNET 6 & 15 AB
Member of the B. of D.
14.
STERNER TRYGG BOSTAD AB
Member of the B. of D.
15.
STERNER STENHUS SERVICES AB
Member of the B. of D.
16.
STERNER PROJEKT 101 AB
Member of the B. of D.