PREMIA Real Estate Investment Company Société Anonyme
ANNUAL SEPARATE AND CONSOLIDATED FINANCIAL REPORT
FOR THE YEAR FROM
1
st
January TO 31
st
December 2024
In accordance with International Financial Reporting Standards (“IFRS”)
as adopted by the European Union
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 2 to 108
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 - 31.12.2024 .................................................................................................................................. 5
1. Performance and financial position ......................................................................................................................... 5
2. Significant events for the period .............................................................................................................................. 7
3. Description and management of the main risks and uncertainties ..................................................................... 10
4. Key Performance and Efficiency Measures ........................................................................................................... 14
5. Prospects for 2025 ................................................................................................................................................... 16
6. Significant transactions with related parties ............................................................................................................ 17
7. Environmental issues ................................................................................................................................................. 17
8. Labour issues .............................................................................................................................................................. 17
9. Dividend policy ............................................................................................................................................................ 18
10. Treasury shares ........................................................................................................................................................ 18
11. Transactions and settlements not included in the Annual Financial Statements .............................................. 18
12. Events after the Date of the Financial Statements ................................................................................................. 18
13. Corporate Governance Statement ......................................................................................................................... 19
14. Board of Director’s Explanatory Report to the Ordinary General Meeting of Shareholders of the Company 35
Ι. STATEMENT OF FINANCIAL POSITION ................................................................................................................. 45
ΙΙ. STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ............................................................................... 46
ΙΙΙ. STATEMENT OF CHANGES IN EQUITY - GROUP ................................................................................................... 47
ΙV. STATEMENT OF CHANGES IN EQUITY – COMPANY ........................................................................................... 48
V. STATEMENT OF CASH FLOWS .............................................................................................................................. 49
EXPLANATORY NOTES TO THE ANNUAL FINANCIAL STATEMENTS ...................................................................... 50
1. General Information ...................................................................................................................................... 50
2. Summary of Significant Accounting Policies ................................................................................................ 51
2.1 Basis for preparation of the Annual Financial Statements .................................................................. 51
2.2. Going concern principle ............................................................................................................................. 52
2.3 Consolidation ....................................................................................................................................... 52
2.4 Investment in subsidiaries .......................................................................................................................... 54
2.5 Investments in joint ventures ...................................................................................................................... 54
2.6 Investment property ............................................................................................................................. 55
2.7 Concession Agreements ............................................................................................................................ 55
2.8 Leases ........................................................................................................................................................ 56
2.9 Accounting principles for the classification, valuation and impairment of financial instruments ................ 57
2.10 Trade and other receivables ..................................................................................................................... 57
2.11 Cash and cash equivalents - Blocked Deposits ....................................................................................... 58
2.12 Earnings per share ................................................................................................................................... 58
2.13 Borrowings ................................................................................................................................................ 58
2.14 Derecognition of financial liabilities ........................................................................................................... 58
2.15 Incentive plans for members of the Board of Directors, partners and staff .............................................. 59
2.16 Provisions and contingent liabilities, contingent assets............................................................................ 59
2.17 Revenue recognition ................................................................................................................................. 59
2.18 Borrowing costs ........................................................................................................................................ 60
2.19 Income tax - Deferred tax ......................................................................................................................... 60
2.20 Related-party transactions ........................................................................................................................ 61
2.21 Derivatives ................................................................................................................................................ 61
2.22 Government grants ................................................................................................................................... 61
2.23 New accounting standards and interpretations issued by the IFRIC ....................................................... 61
3. Critical accounting estimates, assumptions and Management’s judgments ................................................ 63
3.1 Critical accounting estimates made by Management in the application of accounting policies ................. 63
3.2 Management’s critical judgments for the application of accounting principles ........................................... 65
4. Description and management of the main risks and uncertainties ............................................................... 65
4.1 Risk related to the macroeconomic environment in Greece ...................................................................... 66
4.2 Geopolitical developments & continuation of the Group’s activities ........................................................... 66
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 3 to 108
4.3 Market risk associated with investment property prices and rents ............................................................. 66
4.4 Cash flow risk due to changes in interest rates .......................................................................................... 67
4.5 Risks concerning the Group's financing ..................................................................................................... 67
4.6 Liquidity risk ................................................................................................................................................ 67
4.7 Inflation risk ................................................................................................................................................. 68
4.9 Risks relating to the activity of the subsidiary JPA ATTICA SCHOOLS S.A. ............................................ 68
4.10 Capital risk ................................................................................................................................................ 69
4.11 Fair Value Measurement of Assets and Liabilities ................................................................................... 70
5. Segment reporting ........................................................................................................................................ 71
6. Notes to the Annual Financial Statements .......................................................................................... 74
6.1 Investment property ............................................................................................................................. 74
6.2 Financial assets at amortised cost ............................................................................................................. 78
6.3 Derivatives - Financial instruments ............................................................................................................. 79
6.4 Property, plant and equipment ............................................................................................................ 79
6.5 Right-of-use assets ............................................................................................................................. 80
6.6 Intangible Assets ................................................................................................................................. 80
6.7 Investments in subsidiaries ................................................................................................................. 81
6.8 Investments in joint ventures ...................................................................................................................... 83
6.9. Other long-term receivables ...................................................................................................................... 85
6.10 Trade receivables ................................................................................................................................ 85
6.11 Other short-term receivables .................................................................................................................... 86
6.12 Blocked deposits....................................................................................................................................... 86
6.13 Cash and cash equivalents ...................................................................................................................... 86
6.14 Share Capital ............................................................................................................................................ 87
6.15 Share premium ......................................................................................................................................... 87
6.16 Reserves ................................................................................................................................................... 88
6.17 Retained earnings..................................................................................................................................... 89
6.18 Non-controlling interests ........................................................................................................................... 90
6.19 Borrowings ................................................................................................................................................ 90
6.20 Lease liabilities .................................................................................................................................... 93
6.21 Employee benefit obligations .................................................................................................................... 94
6.22 Provisions ................................................................................................................................................. 94
6.23 Other non-current liabilities ....................................................................................................................... 95
6.24 Trade payables ......................................................................................................................................... 95
6.25 Current tax liabilities / tax ......................................................................................................................... 95
6.26 Other short-term liabilities ......................................................................................................................... 96
6.27 Investment property lease income ............................................................................................................ 96
6.28 Income from provision of services ............................................................................................................ 97
6.29 Expenses related to investment property ................................................................................................. 97
6.30 Personnel fees and expenses .................................................................................................................. 97
6.31 Other operating expenses ........................................................................................................................ 98
6.32 Other income ............................................................................................................................................ 98
6.33 Finance expenses / income ...................................................................................................................... 98
6.34 Earnings per share ................................................................................................................................... 99
6.35 Transactions with related parties .............................................................................................................. 99
6.36 Auditors’ Fees ......................................................................................................................................... 101
6.37 Commitments and Contingent liabilities and assets ............................................................................... 101
6.38 Events subsequent to the Financial Statements .................................................................................... 101
WEBSITE ADDRESS WHERE ARE POSTED THE FINANCIAL STATEMENTS ........................................ 102
Report of Disposal of Funds Raised from the issuance of a Common Bond Loan by cash payment for the period
from 01.01.2024 to 31.12.2024 ...................................................................................................................................... 103
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
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 2024, 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 4, 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, 3 April 2025
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 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 5 to 108
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 - 31.12.2024
Report on the Annual Financial Statements for the year 2024
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 2024.
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 properties
The Group's total investment portfolio as at 31.12.2024, consists of:
▪ Fifty-one (51) investment properties with a total fair value of € 430.93 million as valued by the independent valuers of the
Group (SAVILLS HELLAS P.C., GEOAXIS SINGLE-MEMBER LTD), of which (a) forty-one (41) income properties of total
gross leasable area of 422,207 sq.m. the value of which amounts to € 415.27 million and (b) ten (10) properties under
development, namely two (2) industrial properties of total area 7,030 sq.m. and value € 6.54 million, and six (6) plots of total
area 168,404 sq.m. and value € 4.95 million, in which are included also two (2) plots available for immediate sale of value
€ 0.49 million at 31.12.2024 and two (2) properties of serviced apartments of total area 4,311 sq.m. and value € 4.17 million
at 31.12.2024.
▪ 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 € 35.06 million.
▪ Investments in joint ventures (Note 6.8), which amounted in total to € 27.63 million at 31.12.2024.
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.
▪ Investments in joint ventures (Note 6.8), which amounted in total to € 2.82 million at 31.12.2023.
Financial structure
The Group's total borrowings (including liabilities from investment property leases and granted loans (notes 6.19-6.20) amounted
to € 310.30 million against € 199.60 million at 31.12.2023. The change is due to the disbursement of loans for the acquisition of
new properties, for the construction of the investment properties at 180, Piraeus str. and Xanthi as well as for the acquisition of
the new subsidiary SUNWING S.A.
The Group’s total cash and cash equivalents (including blocked deposits) amounted to € 21.95 million against € 45.03 million at
31.12.2023. The Group’s blocked deposits amounted to € 8.06 million against € 7.31 million at 31.12.2023.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 6 to 108
The Group’s net borrowings (total borrowings including liabilities from investment property leases and grands (note 6.19 - 6.20)
less cash and cash equivalents, including blocked deposits) at 31.12.2024 amounted to € 288.35 million against € 154.58 million
at 31.12.2023.
Turnover
The Group's total revenues from property management in the year 2024 amounted to € 22.35 million against € 18.99 million in
the previous year, presenting an increase of € 3.36 million or 18%. This increase is mainly due to rents derived from the new
investments as well as the completion of the Company's investments in the office buildings in Tavros and the student residences
in Xanthi, from new lessees as well as from rent adjustments. Total income includes income from property lease amounting
€ 18.86 million and income from the provision of services amounting € 3.49 million, which mainly relate to income from the
subsidiary JPA ATTICA SCHOOLS S.A. and € 0.82 million income from reinvoicing of common charges.
Net gain/(losses) on revaluation of investment properties at fair value
During the year 2024, the gains on revaluation of investment properties at fair value amounted to € 23.00 million against € 2.31
million in the previous year, presenting an increase of € 20.70 million. This increase is mainly due to the completion of the
Company's investments in the office buildings in Tavros and the student residences in Xanthi, the acquisition of new investment
properties through the acquisition of subsidiaries and the improvement of the real estate market conditions.
Operating results
The Group reported for the year 2024 operating earnings before interest, taxes, depreciation, and amortization (EBITDA) of
€ 37.11 million against € 14.07 million at 31.12.2023 presenting an increase of € 23.04 million. The change arose mainly from
the increase in gains on revaluation of investment properties at fair value as well as from the increase in turnover. 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 € 14.11 million, compared to
€ 12.02 million at 31.12.2023, presenting an increase of € 2.09 million or 17%.
Expenses related to investment properties amounted to € 6.04 million from 5.26 million at 31.12.2023, presenting an increase
of € 0.79 million or 15%. This increase is mainly due to the additions of new properties.
Staff costs amounted to € 2.52 million from € 2.19 million at 31.12.2023, presenting an increase of € 0.34 million or 15%, with
the number of employees amounting to 17 persons as at 31.12.2024 as against 17 persons at 31.12.2023.
Other operating expenses for the year 2024 amounted to € 1.72 million as against € 1.43 million at 31.12.2023, presenting an
increase of € 0.28 million or 20%.
Finance income & expenses
The Group’s finance expenses amounted to € 8.99 million, against € 7.67 million at 31.12.2023, presenting an increase of
€ 1.33 million or 17%. The increase is mainly due to the increase in the Group’s debt.
The Group's finance income amounted to € 2.77 million, as against € 2.87 million at 31.12.2023, which mainly relates to finance
income of the subsidiary JPA ATTICA SCHOOLS S.A.
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
from the date of their acquisition are taxed in accordance with article 31 of L. 2778/1999 under special provisions.
The subsidiary SUNWING S.A. and its subsidiary HELIOS PALACE S.A., which were acquired by the Group at 19.12.2024, are
taxed from the beginning of their financial year, i.e. 01.10.2024 until 19.12.2024, according to the general income tax provisions
of Law 4172/2013.
The tax on investments, cash and cash equivalents and advances as well as the income tax based on general provisions for
the Group's acquired subsidiaries at 31.12.2024 amounted to € 1.95 million compared to € 1.45 million at 31.12.2023.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 7 to 108
Profit net of tax
Profit after tax was amounted to € 40.87 million against € 7.24 million at 31.12.2023 presenting an increase of € 33.63 million
mainly due to the increase from revaluation of investment properties at fair value compared to the previous year but also the
increase of the value of investments in joint ventures amounting € 11.73 million.
2. Significant events for the period
Corporate events
On 31.01.2024, was established the company PANFIN S.A., in which the subsidiary PANDORA INVEST S.A. contributed 100%
of the initial share capital, paying the amount € 25 thousand.
On 09.02.2024 and 01.04.2024, the subsidiary PANDORA INVEST S.A. issued bond loans up to the amount of € 2 million and
€ 1.51 million respectively with 5 year duration, of which the amounts € 1.62 million and € 1.51 million respectively were covered
by the Company, for covering its investment needs.
On 09.02.2024, the subsidiary PANFIN SINGLE-MEMBER S.A. issued a bond loan up to the amount of € 10 million and with 7
year duration, for acquiring investment properties and covering working capital needs, of which the amount € 3.14 million was
covered by PANDORA INVEST S.A., for covering its investment needs.
On 06.03.2024, was established the company PANRISE S.A., in which the subsidiary PANDORA INVEST S.A. contributed
100% of the initial share capital, paying the amount € 100 thousand.
On 30.05.2024, was established the company RENTI TO GO S.A., in which the subsidiary PANDORA INVEST S.A. contributed
100% of the initial share capital, paying the amount € 100 thousand and then paying the amount € 2.7 million its participation in
the share capital was decreased to 40%. On 3.12.2024, the Company RENTI TO GO S.A. acquired the 100% participation in
the company TRIVILLAGE S.A. which owns the property VILLAGE CINEMAS AND MORE.
On 22.07.2024, was completed the Company’s share capital increase amounting € 205,844 by issuing 411,688 new, common,
registered shares with nominal value € 0.50 each, with capitalization of incentive plan reserve in order to distribute these shares
free of charge to the beneficiaries of the Plan in accordance with article 114 of L. 4548/2018.
On 20.12.2024, was completed the Company’s share capital increase amounting € 3,814,000 by issuing 7,628,000 new,
common, registered shares with voting rights of nominal value € 0.50 each, with an issue price of € 1.36 per new share and the
abolition of the pre-emptive right of the existing shareholders in favour of a new shareholder. The difference between the nominal
value of the new shares and their issue price, i.e. € 6,560,080, was decided to be credited to the Company's equity account
“Share premium” and was realized by offsetting an equal amount of the Company’s debt to the new shareholder.
Investments
During the current year the Group made the following investments, which contributed to the diversification of its investment
portfolio:
1. On 01.03.2024, the Company proceeded to the purchase of a plot of land in Mantinia, Arkadia, of 2,135 sq.m. for consideration
€ 0.02 million.
2. On 15.03.2024, the Group proceeded with the purchase of two commercial properties in Tripoli and Athens for consideration
€ 1.55 million, through the newly established subsidiary PANFIN S.A. The fair value of the properties at 31.12.2024 amounted
to € 1.88 million.
3. On 16.04.2024, the Group proceeded with the purchase of a commercial property in Drama for consideration € 0.78 million,
through the newly established subsidiary PANFIN S.A. The fair value of the property at 31.12.2024 amounted to € 0.90 million.
4. On 27.06.2024, the Company proceeded with the purchase of an industrial property in Chalastra, Thessaloniki for
consideration € 0.35 million, through the newly established subsidiary PANFIN S.A. The fair value of the property at 31.12.2024
amounted to € 1.08 million.
5. The Company, within the context of its strategic cooperation with TEMES, acquired 50% of NAVARINO VINEYARDS S.A.,
which was a 100% subsidiary of TEMES S.A. for total consideration € 4.13 million. On 25.07.2024 and 10.09.2024, it paid
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 8 to 108
amounts € 0.5 million and € 1.3 million respectively for that purpose. The remaining amount € 2.33 million will be paid within
2025.
6. At 19.09.2024, the Group proceeded to the purchase of a commercial property in Athens for consideration € 0.45 million,
through the subsidiary PANFIN S.A. The property’s fair value at 31.12.2024 amounted to € 0.56 million.
7. On 30.09.2024, the Company, in execution of a preliminary agreement, completed the purchase of an industrial property in
Kyrillos Aspropyrgos, for total consideration € 7.00 million, of which € 3.50 million was paid during the current year. Moreover,
the Company carried out construction works on the property for the total amount of € 2.23 million. The fair value of the property
at 31.12.2024 amounted to € 10.10 million.
8. On 23.10.2024, the Company proceeded to purchase a plot in Naoussa, Imathia, of 2,000 sq.m. for consideration € 0.15
million. The fair value of the property at 31.12.2024 amounted to € 0.15 million.
9. On 19.12.2024, the Company acquired for total consideration € 115.22 million, of which € 5 million will be paid within 18
months, 100% of the share capital of the company SUNWING S.A., which directly owns the 4-star hotel “Sunwing Kallithea
Beach” in Kallithea Rhodes and indirectly through its 100% participation in the company HELIOS PALACE S.A., the 4-star hotel
“Sunwing Makrigialos & Ocean Beach Club” in Crete. The fair value of the properties at 31.12.2024 amounted to € 84.03 million
and € 31.33 million respectively.
10. On 20.12.2024, the Company proceeded to the purchase of a six-storey building in Xanthi of 2,626 sq.m. which will be used
as a student residence after the completion of its reconstruction works, for consideration € 1.60 million. The fair value of the
property at 31.12.2024 amounted to € 2.08 million.
11. On 23.12.2024, the Company proceeded to the purchase of a five-storey building in Volos, Magnesia of 1,685 sq.m., which
will be used as a student residence after the completion of its reconstruction, for consideration € 1.85 million. The fair value of
the property at 31.12.2024 was € 2.09 million.
12. On 20.12.2024, was completed the transfer of 65% of the share capital of Skyline Real Estate Single Member S.A. from
Alpha Group Investments LTD of the ALPHA BANK Group to the investment company “P&E INVESTMENTS S.A.”. The ALPHA
BANK Group will retain a 35% participation in SKYLINE. The Company participates in the Investment Consortium with a 25%
participation, while DIMAND Group participates with 55% and the European Bank for Reconstruction and Development –
“EBRD” with 20%.
Additions for the year
1. The subsidiary PRIMALAFT S.A. completed the conversion of the property in Tavros into an office complex. It is noted that
during the current year were carried out construction works, direct costs related to the construction and interest for the
construction period totalling € 21.8 million. The fair value of the property at 31.12.2024 amounts to € 74.8 million.
2. The Company completed the investment of the property in Xanthi, the upper floors of which will operate as a student residence,
while the ground floor of the property will operate as a commercial store. It is noted that during the current year, were carried
out construction works and construction period interest amounting € 1.63 million. The fair value of the property at 31.12.2024
amounts to € 6.9 million.
3. The Company completed the investment of the industrial property in Kyllos Aspropyrgos. During the current year, were carried
out construction works amounting € 2.23 million (of which € 1.14 million was paid during the previous year and was included in
the item “Advances for the purchase and construction of investment properties”.
4. The Company commenced the reconstruction works on the property in Pikermi, which amounted to € 1.32 million for the
current year.
Advances for the purchase of investment properties
The advances for the purchase of investment properties at 31.12.2024 is mainly due to: a) the signing of preliminary agreements
in October 2023, of the subsidiary PANDORA INVEST S.A. for the acquisition of properties from ALPHA BANK of value € 1.4
million, the acquisition of which is expected to be completed within 2025, b) the advance of € 0.3 million for the acquisition of
properties in Larissa, Volos and Rhodes with the purpose of converting them into student residences, c) the advance of € 0.9
million for the acquisition of a property in Kalamaria, d) the advance of € 0.5 million for the acquisition of a property in Thessaloniki
and e) the advance of € 1.1 million for the acquisition of a property in Artemida, Attica.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 9 to 108
Investment Property Sales
On 26.06.2024, the Company proceeded to the sale of a property owned by the Company located at A' Parodos Dimotikou
Stadiou, Katerini, for consideration € 2.26 million. Its fair value amounted to € 2.18 million according to the valuation report as
of 31.12.2023.
On 13.09.2024, the Company, implementing a preliminary agreement signed on 03.07.2024, proceeded to the sale of a property
owned by it and located in Megalochori, Santorini, for consideration € 6.5 million. Its fair value amounted to € 4.06 million
according to the valuation report as at 30.06.2024.
Property assets held for sale
On 01.03 2024 the Company signed a preliminary agreement for the sale of two plots in Paros which are part of the commercial
property sector for consideration € 0.6 million. Their fair value amounted to € 0.49 million according to the valuation report as of
31.12.2024. The sale is part of the active management of the Group's investment portfolio, aiming at maximizing returns through
the sale of properties as well, and is expected to be completed within the first semester of 2025.
Financing
On 07.02.2024 the Company proceeded to early termination of the finance lease by acquiring the ownership of the property
located at 2, A' Parodos Dimotikou Stadiou, Katerini with repayment of the remaining liability of € 0.68 million.
On 05.04.2024, the subsidiary PANFIN S.A. signed with Piraeus Bank a bond loan of € 7.1 million with 5-year duration with the
aim of: a) the repayment of an intragroup loan to the parent Company PANDORA INVEST S.A. b) general business purposes
and c) the purchase of properties. During the current year, amount € 2.8 million was disbursed.
On 30.08.2024, the Company signed with Piraeus Bank a bond loan of amount up to € 16 million with 5-year duration with the
aim of refinancing a) existing bond loans and b) an existing finance lease. During the current year, the entire loan was
disbursed.
On 13.09.2024, the subsidiary PREMIA MAROUSI S.A. signed with Piraeus Bank an amendment to an existing bond loan
concerning an interest rate reduction. The company has assessed the effect of the amendment and continues to recognize the
existing loan under the amended term.
On 25.09.2024, the Company signed a Credit Agreement with an Open Mutual Account of € 2.3 million with a duration of 9
months for the partial reconstruction of an existing building in Pikermi. This Agreement will be repaid from a loan agreement to
be signed under the Recovery and Resilience Facility until 25.06.2025. During the current year, an amount of € 0.80 million was
disbursed.
On 10.10.2024 the Company proceeded to an early termination of the lease by acquiring the ownership of the property located
at the 7th km of the Kalamata - Tripoli National Road with repayment of the remaining liability of € 3.5 million.
On 30.10.2024, the subsidiary SUNWING S.A. signed a 15-year bond loan with the National Bank of Greece under the Recovery
and Resilience Facility, with a maturity of 15 years, amounting € 7.36 million. During the current year, an amount of € 6 million
was disbursed with a corresponding repayment of a Mutual Account Agreement for the reconstruction of the Sunwing Kalithea
Beach hotel unit.
On 30.10.2024, the subsidiary HELIOS PALACE S.A. signed with the National Bank of Greece a 15-year bond loan of € 4.48
million under the Recovery and Resilience Facility for the reconstruction of the Sunwing Makrigialos Beach hotel unit. During
the current year, there was no loan disbursement.
On 11.11.2024, the company signed with Eurobank a modification of the existing bond loan of an amount up to € 50 million,
which concerns a reduction of the interest rate. The company has assessed the effect of the amendment and continues to
recognise the existing loan under the amended term. In addition, on 10.12.2024, an amount of € 13.9 million was disbursed.
On 21.11.2024, the subsidiary PANDORA INVEST S.A. signed with the related VIA FUTURA AB a bond loan of € 1.7 million
with a maturity date on 21.11.2034, in order to finance the participation of PANDORA INVEST S.A. in the share capital increase
of RENTI TO GO S.A.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 10 to 108
On 17.12.2024, the Company signed a Credit Agreement with National Bank of Greece with an Open Mutual Account of € 22.4
million for the purchase of shares of SUNWING S.A., which was repaid on 24.12.2024. The repayment was financed by an
intragroup loan of the Company from SUNWING S.A., for a total amount of € 77.9 million.
On 23.12.2024, the subsidiary SUNWING S.A. signed a 12-year bond loan of € 49.34 million with the National Bank of Greece
for a) refinancing the existing borrowings and b) financing the permitted loan distribution. In the current year, amount of € 16.3
million was disbursed.
On 23.12.2024, the subsidiary HELIOS PALACE S.A. signed a 12-year bond loan of € 16.7 million with the National Bank of
Greece for a) refinancing the existing borrowings and b) financing the permitted loan distribution. During the current year, amount
of € 6.05 million was disbursed.
On 30.12.2024, the Company signed with Alpha Bank a Credit Agreement with an Open Mutual Account of € 15 million with a
duration of 18 months for the purpose of covering general business purposes of the Company. During the current year, there
was no loan disbursement.
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 Geopolitical developments & continuation of the Group's activities
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.
In any case and as the facts are constantly changing, any estimates regarding the effects of the geopolitical developments 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.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 11 to 108
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, 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.
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 noted that a) the 5-year bond traded on the Athens Stock Exchange
of € 100 million, b) the Group’s borrowings amounting € 22.4 million, as well as c) the part of the Group’s borrowings under the
Recovery, and Resilience Facility (“RDF”), which amounted in total to € 22.8 million as at 31 December 2024, have a fixed
interest rate and are therefore not subject to the related risk.
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 31.12.2024 was 3.878%, increases
by 100 basis points, the impact on the Group’s results would be negative by approximately € 1.67 million (excluding the fixed
borrowing costs).
Taking into account loan agreements that were signed during the year 2024, but were not disbursed, and were disbursed
subsequently, the Group’s average borrowing cost is 3.629%. Under these agreements, an additional amount of borrowings of
€ 43.64 million has now a fixed borrowing rate and is not subject to the related risk.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 12 to 108
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
31.12.2024
31.12.2023
Current assets
47,554
12,151
41,816
Current liabilities
10,764
8,530
5,456
Current Ratio
4.42
1.42
7.66
The change is mainly due to the decrease in cash and cash equivalents used for the acquisition of new investment properties
and new participations in subsidiaries and joint ventures as well as the increase in short-term loans.
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. 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.
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.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 13 to 108
- 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 2 tenants, mainly belonging to the commercial property sector
(office buildings) and the industrial sector, which together represent 25% of total lease income, with reference date
31.12.2024. 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 school units 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 customer 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.
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.
In accordance with the terms of the Group’s loan agreements, the Group must comply with, among others, certain financial
ratios. During the years ended 31 December 2024 and 31 December 2023, the Group complied with this obligation. It is noted
that within 2024 the Group sent requests for derogation in relation to financial ratios regarding five bond loans of the Group, in
accordance with the provisions of the relevant loan agreements, which were accepted by the competent financial institutions.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 14 to 108
The waiver letters mainly concern a) the imminent change of the terms of assumed loan agreements of new subsidiaries and b)
the extension of measurement of financial ratios of construction loans, whose financial ratios are fully satisfied as at 31.12.2025.
The Group monitors its capital based on its gearing ratio as follows:
Amounts in € thousand
Group
Company
31/12/2024
31/12/2023
31/12/2024
31/12/2023
Total Loans and grants (not including lease liabilities)
(Note 6.19)
308,892
193,829
233,382
134,192
Less: Total cash and cash equivalents (including also the
Blocked Deposits)
(Notes 6.12, 6.13)
21,945
45,025
10,608
40,381
Net Loans (not including lease liabilities) (a)
286,947
148,804
222,774
93,811
Total Equity
198,141
147,249
159,655
135,039
Total capital (b)
485,088
296,053
382,428
228,850
Gearing ratio (not including lease liabilities) (a/b)
59.15%
50.26%
58.25%
40.99%
Group
Company
31/12/2024
31/12/2023
31/12/2024
31/12/2023
Total Loans and grants (including lease liabilities
of investment properties)
(Notes 6.19, 6.20)
310,300
199,602
234,789
139,965
Less: Total cash and cash equivalents (including also
Blocked Deposits)
(Notes 6.12, 6.13)
21,945
45,025
10,608
40,381
Net Loans (including lease liabilities of investment
properties) (a)
288,355
154,577
224,181
99,584
Total Equity
198,141
147,249
159,655
135,039
Total capital (b)
486,496
301,826
383,836
234,623
Gearing ratio (including lease liabilities of investment
properties) (a/b)
59.27%
51.21%
58.40%
42.44%
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 condensed interim 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 used in the sector in which the Group operates.
Current ratio
The Group's Management monitors the liquid Assets and current Liabilities based on the following ratio:
Current Ratio
Group
Company
Amounts in € thousand
31.12.2023
31.12.2024
31.12.2023
Current assets and property assets held for sale
47,554
12,151
41,816
Current liabilities
10,764
8,530
5,456
Current Ratio
4.42
1.42
7.66
The change is mainly due to the decrease in cash and cash equivalents used for the acquisition of new investment properties
and new participations in subsidiaries and joint ventures as well as the increase in short-term loans.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 15 to 108
Gearing ratio
The Company’s management monitors the development of the Group's capital structure based on the following ratios:
Leverage ratio (Loan-to-Value)
Group
Company
Amounts in € thousand
31.12.2023
31.12.2024
31.12.2023
Long-term loans and grants
189,133
229,705
131,636
Short-term loans and grants
4,696
3,676
2,556
Long-term lease liabilities for investment property (note 6.20)
4,874
1,381
4,874
Short-term lease liabilities for investment property (note 6.20)
899
26
899
Total Borrowings (a)
199,602
234,788
139,965
Less: Blocked deposits (b)
7,308
2,281
3,396
Less: Cash and cash equivalents (c)
37,717
8,327
36,985
Net financial debt (a-b-c = d)
154,577
224,181
99,584
Investment Property and property assets held for sale
260,895
210,920
189,625
Advances for the purchase and construction of investment
properties
6,678
2,824
5,266
Investments in joint ventures and associates
2,823
13,833
3,562
Financial assets at amortised cost
(non-current and current portion)
36,792
-
-
Total Investments (e)
307,188
227,577
198,453
Total Assets (f)
356,147
407,464
280,816
Loan to Value - LTV (a/e)
64.98%
103.17%
70.53%
Net Loan to Value - Net LTV (d/e)
50.32%
98.51%
50.18%
Gearing ratio (a/f)
56.04%
57.62%
49.84%
(1) The Gearing (leverage) ratio is defined as long-term and short-term debt plus granted loans, plus short-term and long-term liabilities from investment property
leases (notes 6.19, 6.20) 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 financial debt is defined as the sum of short-term and long-term loans, plus granted loans plus short-term and long-term liabilities from investment
property leases (note 6.19, 6.20).
- Total investments are 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 the sum of total short-term and long-term loans, plus granted loans, plus short-term and long-term liabilities from investment
property leases (note 6.19, 6.20), less cash and cash equivalents and blocked deposits.
- Total investments are defined as the sum of investment properties, advances for the purchase of investment property, investments in joint ventures 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:
The Group
Amounts in € thousand
31/12/2024
31/12/2023
Net Asset Value(1) (a)
197,911
147,221
Number of shares at the end of the year (2)(b)
95,105
85,902
Net Asset Value (per share) (a)/(b)
2.08
1.71
(1) before non-controlling interests
(2) after deduction of treasury shares
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:
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 16 to 108
The Group
Amounts in € thousand
31.12.2024
31.12.2023
Change %
Profit for the year
40,870
7,243
Plus: Depreciation-Amortisation of Property, plant and equipment
and intangible assets
723
293
Less /Plus: Share of losses/profit from investments in joint venture
(11,731)
286
Less : Share of losses from valuation of financial derivatives
(926)
-
Plus: Finance expenses - net
6,219
4,801
Plus: Taxes
1,954
1,446
Earnings before interest, tax, depreciation and amortisation
(EBITDA)
37,109
14,069
Plus / (Less): Net loss (gains) on revaluation of investment
properties at fair value
(23,002)
(2,307)
Plus / (Less): Net non-recurring expenses
-
252
Adjusted Earnings before interest, tax, depreciation
and amortisation (Adjusted EBITDA)
14,107
12,015
17.41%
Funds from Operations – FFO
The Group’s funds from operations (FFO) have as follows:
Funds from Operations – FFO
The Group
Amounts in € thousand
31.12.2024
31.12.2023
Change %
Profit for the period attributable to equity holders of the Company
from continuing operations
40,668
7,246
Plus: Depreciation-Amortisation of Property, plant and equipment
and intangible assets
723
293
Less / Plus: Share of income/losses from investments in joint
venture
(11,731)
286
Less: Share of losses from valuation of financial derivatives
(926)
-
Plus / (Less): Net gains/(losses) on revaluation of investment
properties at fair value
(23,002)
(2,307)
Less: Gains on sale of investment properties
(1,491)
(1,170)
Plus / (Less) : Net non-recurring expenses
-
252
Plus: Non-cash expenses for share grant plans*
617
634
Less / Plus: Loss from the amendment to contractual terms of
loans
(967)
-
Plus/(Less) : Profit/(loss) attributable to non-controlling interests as
regards the above adjustments
202
(3)
FFO
4,093
5,231
(21.75) %
* The figures of the previous year have been restated by the amount € 634 thousand in order to be comparable with those of the current year.
5. Prospects for 2025
The prospects for the Greek economy remain positive, but the international macroeconomic environment remains volatile during
the geopolitical uncertainty due to the ongoing wars in Ukraine and the Middle East and in anticipation of any possible effects
as a result of the new political situation in the United States. An important development is the de-escalation, by 100 basis points
in total, of the European Central Bank’s benchmark interest rate, with the expectation of further reductions, which has a positive
impact on both the course of Euribor and thus the Group’s borrowing costs, and its tax liabilities.
Management remains focused on the effective implementation of the Group’s business plan, seeking to add to its portfolio high-
yielding qualitative properties with long-term contracts and reliable tenants. Priority is still given to income properties, while
participation in re-development projects is considered on a case-by-case basis in order to achieve increased yields and goodwill.
The Company focuses on sectors where it already has a presence and the medium-term expectations remain positive, such as
logistics/industrial properties, student residences and hotels, while it is selectively considering entering into new sectors which
are estimated to have both demand and growth prospects.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 17 to 108
Particular emphasis is placed on the effective management of its borrowings and the financing of the Group on competitive
terms, using all appropriate financial instruments such as financing under the Recovery and Resilience Facility.
The Company looks forward to continuing its development course in 2025 based on the completion of significant investments
within 2024 as well as on new investments that are being implemented or have been put into action and are expected to enhance
the Group’s financial performance. Lastly, the Management systematically monitors and evaluates the macroeconomic and
financial data that are being formed in order to make the necessary adjustments, if required.
6. Significant transactions with related parties
All transactions with related parties have been carried out on an arm’s length basis (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 6.35 of the Annual Financial
Information for the year ended 31 December 2024.
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.).
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,
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 18 to 108
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 2024, the Group employed 17 employees of which 35% were
men and 65% were women (31 December 2023: 17 employees of which 41% were men and 59% 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
2024, as well as during the previous year 2023, no audit body accounted for violations of the labour Law. There is no employee
union in the Group. It is noted that for 2024 the Company has received Great Place to Work.
9. Dividend policy
The dividend distribution for the year 2024 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 2024. Upon resolution of the Ordinary General Meeting of the Company’s shareholders on
31.05.2024, it was decided dividend distribution for the year 2023 totalling € 2,613,815.
10. Treasury shares
At 31.12.2024, the Company held 61,904 treasury shares of total value € 0.08 million and with an average acquisition price of
€ 1.277 per share.
On 19.12.2024, the Company proceeded to the sale of 1,563,177 treasury shares at an issue price of € 1.36 per share, in order
to pay the consideration for the acquisition of the new subsidiary SUNWING S.A.
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 31.12.2024.
12. Events after the Date of the Financial Statements
On 16.01.2025, the Company, following a bidding completed on 06.11.2024, signed a contract for the purchase of a property in
Kalamaria at 33, Ethnikis Antistaseos Str. for consideration € 5.6 million payable on 15.04.2025.
On 16.01.2025, the Company, in implementation of a preliminary agreement concluded on 25.10.2024, signed a contract for the
purchase of a property in Larissa, for consideration € 2 million. This property will be reconstructed into student residences.
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Amounts in EURO (unless otherwise stated)
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During January 2025, the Company signed a binding agreement for the purchase of a winery with guesthouses and vineyards
in Nemea.
On 27.01.2025, the Company signed with Optima Bank an Agreement to provide credit in an open mutual account up to the
amount of € 10.38 million for the purchase and reconstruction of properties into student residences.
On 28.01.2025, the Company signed with Optima Bank an agreement to provide credit in an open mutual account up to the
amount of € 4.99 million as interim financing until the disbursement of a bond loan for the purchase of shares of the company
MOUDROS S.A. The disbursement of the above bond loan will take place until 31.03.2025.
On 29.01.2025, the Company, in implementation of a preliminary agreement signed on 14.11.2024, proceeded to the acquisition
of 100% of the shares of MOUDROS S.A. for consideration € 4.99 million. Following the implementation of the agreement, a
bond loan of MOUDROS S.A. amounting € 2.77 million was repaid. The Company’s management assessed the above
investment as an asset acquisition.
On 21.02.2025, the subsidiary PANFIN S.A. signed with Piraeus Bank an amendment to an existing bond loan regarding a
reduction of the interest rate.
On 25.02.2025, the Group proceeded to the purchase of a commercial property, by signing two purchase and sale agreements
with different counterparties, in Ilioupoli for total consideration € 2.68 million, through its subsidiary PANDORA INVEST S.A.
On 04.03.2025, the Company signed with Alpha Bank an amendment to an existing bond loan regarding a reduction of the
interest rate.
On 28.03.2025, the subsidiaries SUNWING S.A. and HELIOS PALACE S.A. signed with the National Bank of Greece a
disbursement of fixed interest rate bond loans of € 32.99 million and € 10.65 million respectively, which were signed on
23.12.2024, for the purpose of refinancing existing bond loans.
On 31.03.2025, the Company paid the amount of € 0.82 million for an increase in the share capital of P & E INVESTMENTS
S.A., which corresponds to its participation percentage in this company.
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 2024. The reporting date of the Corporate Governance
Statement is 31.12.2024.
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.
Α. 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.
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Amounts in EURO (unless otherwise stated)
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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.
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, 65% are women and 35%
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 Company's Internal Control System
comprises the set of internal control mechanisms and procedures, Policies, Rules and Codes, including risk management,
internal control and regulatory compliance, which covers on a continuous basis every activity of the Company and contributes
to its safe and effective 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.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
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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 the 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. 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.
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, 07.04.2022 and 02.07.2024.
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 Board of
Directors. 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 in the previous year 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.
Monitoring of the Corporate Governance System
Evaluation of the corporate governance system as provided for in art.4, para. 1 of L. 4706/2020.
In accordance with the provisions of article 13 of L. 4706/2020, the Company implements a Corporate Governance System,
which includes at least the following:
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 22 to 108
a) an adequate and effective internal control system, including risk management and regulatory compliance systems,
b) adequate and effective procedures for the prevention, detection and suppression of situations of conflict of interest,
c) adequate and effective communication mechanisms with shareholders, in order to facilitate the exercise of their rights and
the active dialogue with them (shareholder engagement),
d) a remuneration policy, which contributes to the business strategy, the long-term interests and the sustainability of the
Company.
The Board of Directors, in the context of the obligations arising from para. 1 of L. 4706/2020, decided that the evaluation of the
corporate governance system should be carried out with the contribution of the Internal Audit and Regulatory Compliance
Officers under the supervision of the Audit Committee with a reference date as at 31.12.2024 and a reference period as at
17.07.2021 – 31.12.2024.
The adequacy and effectiveness of the Internal Control System including risk management and regulatory compliance systems,
as part of the Corporate Governance System, have been reviewed by an external evaluator as mentioned above.
The above evaluation did not identify issues that could be considered as a serious weakness of the system in terms of its
adequacy and effectiveness.
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.
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.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 23 to 108
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
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, 07.04.2022 and 02.07.2024 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.
Board of Directors
The Company’s Board of Directors was elected by the General Meeting of the Company's Shareholders on 31.05.2024 for a
three-year term, which expires on 31.05.2027 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 31.05.2024. 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
Ilias Tsiklos of Kyriakos
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
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 24 to 108
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 2024, a total of 21 Board of Directors’ meeting were held, while in the year 2023 a total of 20 Board of Directors’
meeting were held. The attendance of each Board member at the Meetings of the Board of Directors during the year 2024 is
shown in the table below:
Full name
Number of
meetings for
the year 2024
Number
of meetings
attended
Attendance
percentage
Number
of meetings
represented
Ilias Georgiadis
21
21
100%
-
Frank Roseen
21
19
90%
2
Konstantinos Markazos
21
21
100%
-
Kalliopi Kalogera
21
21
100%
-
Dimitrios Tsiklos *
6
5
83%
1
Ilias Tsiklos
15
15
100%
-
Vasileios Andrikopoulos
21
20
95%
1
Panagiotis Vroustouris
21
21
100%
-
Rebekka Pitsika
21
21
100%
-
*Mr. Dimitrios Tsiklos was replaced by the new member of the Board of Directors Mr. Ilias Tsiklos, who was elected by the Ordinary General Meeting as at
31.05.2024.
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.
The remuneration of the members of the Board of Directors is subject to the approval of the General Meeting of shareholders in
accordance with L. 4548/2018 with the preparation of the Remuneration Report.
The most recent approved Remuneration Report of the members of the Board of Directors (financial year 2023) 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 31 May 2024 and is available on the Company’s website (https://www.premia.gr).
The corresponding report for the financial year 2024 will be posted before its approval by the Annual Ordinary General Meeting
of the Company, which is expected to take place during the first Semester of 2025.
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 31.05.2024.
The election of the independent non-executive members of the newly elected Board of Directors was made after it was
ascertained that each of them meets the independence requirements of article 9 of L. 4706/2020, following the recommendation
of the Nomination and Remuneration Committee.
The Board of Directors subsequently confirmed that the independence requirements were met for the year 2024.
The independent non-executive members of the B. of D. attended Board meetings, supervised the actions of the executive
members of the B. of D. and dealt with all Board matters with diligence.
The independent non-executive directors at their meeting held on 17.12.2024 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
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
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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
In accordance with article 44 of L. 4449/2017, as in force, and without prejudice to the responsibility of the members of the
Company’s Board of Directors, the Audit Committee, inter alia:
• Informs the Company’s Board of Directors of the outcome of the statutory audit and explains how the statutory audit contributed
to the integrity of financial reporting and what the role of the Audit Committee was in this process.
• Monitors the financial reporting process and makes recommendations or proposals to ensure its integrity.
• Monitors the effectiveness of the Company’s internal control, quality assurance and risk management systems and, where
applicable, its internal control department, with regard to the Company’s financial reporting, without violating its independence.
• Monitors the statutory audit of annual and consolidated financial statements.
• Reviews and monitors the independence of Certified Public Accountants or Audit Firms in accordance with articles 21, 22, 23,
26 and 27, as well as article 6 of Regulation (EU) No. 537/2014 and in particular the suitability of the provision of non-audit
services to the Company, in accordance with article 5 of Regulation (EU) No. 537/2014.
• It is responsible for the selection process of Certified Public Accountants or Audit Firms and proposes the Certified Public
Accountants or Audit Firms to be appointed in accordance with article 16 of Regulation (EU) No. 537/2014, unless article 16,
para. 8 of Regulation (EU) No. 537/2014 is applied.
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 31.05.2024, decided on the election of a three-member Audit Committee
for a three-year term, which coincides with the term of the Board of Directors, which is a committee of the B. of D. in accordance
with the provisions of article 44 para. 1c of L. 4449/2017, consisting of two independent non-executive members and one non-
executive member.
The Company’s Board of Directors, at its meeting held on 31.05.2024, 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 31.05.2024,
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 31.12.2024 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.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 26 to 108
During the year 2024, the Company’s Audit Committee held a total of 12 meetings, whereas in the year 2023, the Audit
Committee held a total of 16 meetings. The Audit Committee meetings were attended by all its members.
During the year 2024, 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
evaluation of the Corporate Governance System, 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 2025, 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 2024, etc.
It also conducted a self-evaluation of its performance for the year 2024. The last amendment to the Internal Regulation was
approved at its meeting as of 01.08.2023.
Annual Report of the Audit Committee
The annual report of the Audit Committee for 2024 was prepared in accordance with the provisions of para. 1i of article 44 of
L. 4449/2020, provides information on the Committee’s work in 2024 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 Nomination and Remuneration 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 Nomination and
Remuneration 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 Nomination and Remuneration 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 Georgios 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 31.05.2024 and its term
of office coincides with the term of office of the Board of Directors. Subsequently, the Committee at its meeting on 31.05.2024
decided to appoint the independent non-executive member, Ms. Rebekka Pitsika, as its Chairman and was formed as a body.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 27 to 108
It is noted that the composition of the Nomination and Remuneration Committee meets the requirements of article 10, para. 3
of L. 4706/2020.
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. The last
amendment to the remuneration policy was made by decision of the Ordinary General Meeting on 31.05.2024.
During the year 2024, the Committee held a total of 3 meetings, while in the year 2023, the Committee held a total of 5 meetings.
All meetings were attended by all members of the Committee.
During the year 2024, 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, the remuneration policy and
the drafting of proposals to the Board of Directors regarding the remuneration of the persons falling within its scope. Moreover,
the Committee recommended to the B. of D. the approval of a new share disposal plan for the three-year period 2024 - 2026,
as well as the election of a new Board of Directors by the Ordinary General Meeting of 31.05.2024.
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 2024, a total of 10 Committee meetings were held regarding recommendations for the purchase and sale of properties
while in the year 2023, a total of 4 Committee meetings were held. All meetings were attended by all members of the Committee.
Secretary of the Board of Directors
The Board of Directors is supported by a competent, qualified and experienced corporate secretary to comply with internal
procedures and policies, relevant laws and regulations and to operate effectively and efficiently. The corporate secretary is
responsible, in agreement with the Chairman, for ensuring immediate, clear and complete information to the Board of Directors,
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 28 to 108
the inclusion of new members, the organisation of General Meetings, the facilitation of communication between shareholders
and the Board of Directors and the facilitation of communication between the Board of Directors and senior management.
Has been appointed Corporate Secretary of the Board of Directors Ms. Alexandra Chatzilaskari, who attends the meetings of
the Board of Directors and the Committees of article 10 of L. 4706/2020.
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.
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 evaluation for the year 2024 was completed during the first quarter of 2025 with the assistance of the Nomination and
Remuneration Committee and the review of the results indicated that the members of the Board of Directors consider its
operations, as well as those of its Committees and the Corporate Secretary, to be effective.
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.
Risk Management Department
The company has established a Risk Management Department, which is functionally and hierarchically independent from
departments with executive responsibilities and reports to the company’s Board of Directors. The Risk Management Department
has relevant Internal Regulations and procedures.
Regulatory Compliance Department
The Company has a Regulatory Compliance Department which is characterized by independence with regard to the
departments it oversees and does not have any other executive responsibilities. The policy and procedures governing the
operation of the Regulatory Compliance Department as well as the Regulatory Compliance Officer are included in detail in the
Internal Regulations of the Regulatory Compliance Unit.
ANNUAL FINANCIAL REPORT FOR THE YEAR 01.01 – 31.12.2024
Amounts in EURO (unless otherwise stated)
Page 29 to 108
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 many 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
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