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BriQ Properties R.E.I.C.
ANNUAL FINANCIAL REPORT
for the year from 01 January 2021 to 31 December 2021
BriQ
Properties
R.E.I.C
Commercial Reg.No. 140330201000
25 Al. Pantou, Kallithea
March 2022
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
1
Table of Contents
A.Statement Of The Board Of Directors Of The Company
2
B.Board of Directors’ Annual Report
3
C.Independent Auditor’s Report
33
D.Separate and Consolidated Annual Financial Statements
41
Group and Company Statement of financial position
42
Group and Company Statement of profit or loss and other comprehensive income
43
Group Statement of changes in Equity
44
Company Statement of changes in Equity
45
Group Cash Flow Statement
46
Company Cash Flow Statement
47
Notes to the Financial Statements
48
1.
General Information
48
2.
Principles for the preparation of the Financial Statements
49
3.
Financial risk management
57
4.
Significant accounting estimates and judgments of the Management
60
5.
Segment reporting
62
6.
Investment Property
64
7.
Acquisition of Subsidiaries
67
8.
Property, plant and equipment
68
9.
Intangible Assets
68
10.
Right of Use Assets
69
11.
Trade and other receivables
69
12.
Cash and cash equivalents
70
13.
Share Capital and purchase of treasury shares
70
14.
Reserves
70
15.
Retirement Benefit Obligations
71
16.
Borrowings
72
17.
Trade and other payables
73
18.
Rental Income
73
19.
Direct property related expenses
74
20.
Single Property Tax (ENFIA)
75
21.
Personnel expenses
75
22.
Other operating expenses
75
23.
Financial income and costs
76
24.
Taxes
76
25.
Dividends per share
76
26.
Earnings per share
77
27.
Contingent Liabilities
77
28.
Guarantees
77
29.
Related party transactions
78
30.
Unaudited tax fiscal years
79
31.
Events after the end of the reporting period
79
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except otherwise stated)
Statement Of The Board Of Directors Of The Company
(According to the article 4 of the Law 3556/2007)
The members of the Board of Directors of the company BriQ Properties R.E.I.C, Theodoros Fessas, Chairman, Anna Apostolidou,
Chief Executive Officer and Apostolos Georgantzis, Executive member of the BoD state that to the best of our knowledge:
•
The Separate and Consolidated Financial Statements of “BriQ Properties R.E.I.C.” (Company and Group) for the year
ended December 31
st
, 2021, according to the International Financial Reporting Standards, fairly represent the assets and
liabilities, the equity and income statements of the Company and the Group.
•
The annual Report of the Board of Directors fairly represents the evolution, the performance and the financial position
of the Company and the consolidated entities as a group and includes a description of the main risks and uncertainties
they face, as well as the Corporate Governance Statement according to the article 152 of the Law 4548/2018.
Kallithea, March 28th, 2022
Chairman of the BoD
Chief Executive Officer
Executive member of the BoD
Theodoros Fessas
Anna Apostolidou
Apostolos Georgantzis
ID AΕ106909
ID AΜ540378
ID F090096
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
3
Board of Directors’ Annual Report
«BRIQ PROPERTIES Real Estate Investment Company»
for the year ended on December 31st, 2021
Dear Shareholders,
This Report of the Board of Directors of "BriQ Properties SA" and its subsidiaries (hereinafter the "Company" and the "Group")
has been prepared with reference to the financial year 2021, i.e. the period from January 1
st
, 2021 to December 31
st
, 2021 and
presents fairly the evolution, the performance, the objectives, the strategy and the important events of the Company and the
Group in order to provide sufficient information, which will enable the investors to form a complete opinion on the evolution
of operations of the Company and the Group during the period under discussion.
This Report also contains the description of the anticipated significant risks and uncertainties, the non-financial data, the
corporate governance statement, the significant transactions of the Company and the Group with related parties, as well as
additional information as required by law.
This Report has been prepared in accordance with the relevant provisions of Law 4548/2018, paragraph 7 of article 4 of Law
3556/2007 and decision 8/754 / 14.04.2016 of the Board of the Hellenic Capital Market Commission.
According to the legislation, this report should include the following:
•
Management commentary for the year from January 1
st
, 2021 to December 31
st
2021
•
Significant events for the year ended December 31, 2021
•
Prospects, significant risks and uncertainties
•
Significant transactions with related parties
•
Corporate Governance Statement
Other information according to par. 7 and 8 of article 4 of law 3556/2007, as in force
CONSOLIDATED FINANCIAL STATEMENTS
These consolidated Financial Statements, include the Company and its subsidiaries which the Parent Company controls, either
directly or indirectly beginning from the day of their acquisition.
These separate and consolidated Financial Statements, have been prepared in accordance to International Financial Reporting
Standards (I.F.R.S.), they have been approved by the Board of Directors on March 28
th
, 2022, they are posted along with the
Auditors report and the Annual Report of the Board of Directors on the Company’s website
www.briqproperties.gr
and they
are subject to the final approval of the Annual General Shareholders meeting.
The financial statements of the consolidated entities of the Group, are posted on the Company’s website
www.briqproperties.gr
.
During the fiscal year 2021, the Company's activities were in line with the legislation and its articles of association.
The Board of Directors attempting a review of the Company's operations and results for the year, is informing the public about
the following:
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
4
REVIEW OF FINANCIAL RESULTS FOR THE YEAR ENDED DECEMBER 31, 2021
Effects of the Coronavirus COVID-19 pandemic
The COVID-19 coronavirus pandemic started affecting the Group in mid-March 2020, when the first government measures
were taken to deal with the crisis. According to government measures, the affected companies were exempted from the
obligation to pay part or the total rent for the months during which they were affected.
For 2020, these reductions concerned 40% of the rent for almost all the Group's employees for the months of March, April,
May, November and December 2020. In addition, hotel companies were exempted from paying 40% of the rent for in July,
August, September and October 2020.
For 2021, these reductions concerned almost all the Group's employees for the months from January to April 2021. In addition,
hotel companies were exempted from paying 100% of the rent for the months from January to in June 2021, while the owner
was compensated by the state for 60% of the loss.
The total reduction of the Group's rental income for the year 2021 due to the Covid-19 pandemic amounted to € 877 thousand,
an amount that corresponds to approximately 13% of the expected rental income of 2021, while for the corresponding period
last year the reduction amounted to € 954 thousand (20% of the expected rental income of 2020).
Although 2021 started with the restrictions on travel during the first four months and the aforementioned reductions, the
activities and financial figures of the Group were strengthened as a result of the management of long-term leases, the
penetration in the logistics sector and through the acquisitions at the end of 2020. The resumption of tourism activity from
the beginning of June 2021 and especially during the third quarter of 2021 in combination with the vaccination rate, led to a
recovery of the Greek economy compared to the previous year, with the purchase of real estate, which is in transition, showing
price increases and signs of resilience and adaptability.
For 2022, the emerging de-escalation of the pandemic in combination with the lifting of restrictive measures, creates
restrained optimism mainly for the course of tourism and the gradual return to normalcy. However, there is concern about
the increase in inflation and the surge in energy costs, which seems likely to slow down the growth rate of the country, which
in turn may indirectly affect the financial size of the Company.
Management continues to closely monitor trends in the investment property market, especially hotels, as the impact of the
Covid-19 extension, due to potential new mutations, could lead to far-reaching implications that are difficult to assess reliably.
Investments in Real Estate
As of December 31, 2021, the Group's portfolio included 27 properties with a total area of 302.298 sq.m. against 28 properties
on December 31, 2020 with a total area of 283.281 sq.m. The number of properties appears to have decreased by one, because
the Company sold one property while purchased two new properties and four new plots which incorporated in its existing
properties. (see Note 6).
The Group's real estate portfolio consists of 9 office and mixed properties (offices with ground floor stores), 6 logistics
buildings, which includes the under-construction logistics park in Apropyrgos, Attica, 5 hotels, 2 stores, 2 special purpose
properties and 2 plots.
The fair value of the Group's properties, including investment and own used properties, as determined by the independent
appraisers of the companies "ATHENS ECONOMIC LTD", "HVS HOSPITALITY CONSULTING SERVICES SA" and "Cushman &
Wakefield Proprius Ltd." amounted to € 122.017 thousand versus € 106.186 thousand on 31.12.2020. The increase in the value
of real estate on December 31, 2021, was € 15.831 thousand (+ 14,9%) compared to December 31, 2020.
The fair value of the Real Estate Investments as at 31 December 2021 amounted to € 120.768 thousand (excluding the value
of the Company's own property worth € 1.249 thousand) compared to the value of € 106.001 thousand (excluding the property
of the Company worth € 185 thousand) as at 31 December 2020.
This increase of € 14.767 thousand is analyzed in a) amount of € 3.234 thousand from the addition of two (2) new real estate
offices that took place within 2021, b) amount of € 1.067 thousand from the addition of plots for the development of a storage
building and distribution and an amount of € 208 thousand from the addition of a plot of land for the development of a hotel
unit, c) an amount of € 7.819 thousand from subsequent capital expenditures for renovation and development of real estate,
d) an amount of € 4.431 thousand from an adjustment of the existing portfolio, while e) reduction of the amount of € 948
thousand concerns the sale of one (1) property and f) reduction of the amount of € 1.044 concerns the transfer of one (1)
property from investments in real estate, to self-used for the operational needs of the Company (see Note 6 ).
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
5
Revenues
The Group's Rental Income for the year 2021 amounted to € 6.064 thousand compared to € 3.681 thousand for the year 2020,
showing an increase of € 2.383 thousand or 64,7%. This increase is mainly due to the integration of the revenues from the new
investments of the Company and mainly the revenues from the investments in the logistics sector. The Group's Rental Income
for the year 2021 arises after the reduction of € 877 thousand which concerns the reduction of rent in the affected companies
due to the measures against the spread of Covid-19 against a reduction of € 954 for the year 2020.
At the date of approval of the financial statements for the year 2021, the percentage of annual rental income derived from
subsidiaries and affiliates of the Quest Holdings Group SA. amounted to 37,6% compared to 28,7% on 31.12.2020 of total
rental income. It is also noted that the percentage of annualized rental income from Sarmed Logistcs SA currently stands at
27,7%.
On December 31, 2021 the total occupancy rate (the total leased space through the total lettable area not including plots,
buildings under construction and privately owned property) of the Group's properties was 98,5% while on 31.12.2020 it was
98,8%. The occupancy rate appears reduced compared to 31.12.2020 as in the office building of the Company located at 42
Poseidonos Avenue, renovation and energy upgrade works are being carried out, therefore it has not been leased since
November 2021 and therefore remained without lease for a month in 2021.
Net profit from fair value adjustments on investment properties
The Group's profits from revaluation of investments in real estate at fair value for the year 2021 amounted to € 4.431 thousand
compared to € 416 thousand for the year 2020. From the total amount of € 4.431 thousand, amount of € 2.611 thousand
concerns the logistics sector.
Profits from the sale of investment properties
On November 30, 2021, the Company proceeded with the sale of a real estate - commercial store, with a total area of 168,40
sq.m., on 283 Kifissias Avenue, in Kifissia for a price of € 1.023 thousand. The property was acquired on November 28, 2017
for a price of € 755 thousand (excluding acquisition costs), while the last available fair value amounted to € 948 thousand.
From the sale the Company recorded profits from the sale of investment properties amounting to € 75 thousand for the year
2021.
Operating expenses
The
Direct Property Related Expenses
(see Note 19) for the year 2021 amounted to € 260 thousand compared to € 176
thousand for the year 2020. These expenses mainly concern the real estate insurance expenses of € 103 thousand (31.12.
2020: € 65 thousand) and real estate valuation fees amounting to € 38 thousand (31.12.2020: € 36 thousand).
The
Property Tax
(ENFIA, see Note 19) for the year 2021 amounted to € 643 thousand compared to € 393 thousand for 2020,
an increase of 63,5% due to the increase in the number of investment properties on 01.01.2021 (28 properties) compared to
01.01.2020 (22 properties).
Other Operating Expenses
(see Note 20) amounted to € 374 thousand compared to € 464 thousand last year, i.e., they
increased by 19,5% or € 90 thousand.
Financial Income/Expenses
Financial expenses
amounted to € 262 thousand compared to € 491 thousand for the year 2020. The amount of financial
expenses appears reduced as for the year 2021, interest on a bond loan amounting to € 188 thousand was capitalized, which
concerns the financing of the storage and distribution center under development in Aspropyrgos based on IAS 23.
Operating Profits - Earnings before Taxes
The Group's
operating profit
for the year 2021 amounted to € 8.686 thousand compared to € 2.649 thousand for the previous
year, while the operating profit excluding revaluation profits on fair value of investment property, amounted to € 4.255
thousand compared to € 2.233 thousand for the previous year, reaching an increase of € 2.022 thousand or 90,6%.
Earnings before taxes
amounted to € 8.424 thousand compared to € 2.158 thousand in the previous year. The results before
taxes, excluding revaluation profits on fair value of investment property, amounted to € 3.993 thousand compared to € 1.742
thousand in the previous year, reaching an increase of € 2.251 thousand or 129,2%.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
6
Alternative Performance Measures (EBITDA and Adjusted EBITDA)
The Group uses alternative performance measures (APMs) in assessing its financial performance. The measures used are
"Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA)”, as well as “Adjusted Earnings before Interest,
Taxes, Depreciation and Amortization (Adjusted EBITDA)", which are analyzed below. Such measures are not a substitute for
financial measures under IFRS and should be read in conjunction with Group published financial statements.
Adjusted Earnings before Interest, Taxes, Depreciation and Amortization amounted to € 4.209 thousand compared to € 2.249
thousand in the previous year, reaching an increase of 87,1%, as shown in the table below:
01.01.2021 -
31.12.2021
01.01.2020 -
31.12.2020
Profit before taxes
8.424
2.158
Plus: Depreciation and amortization
29
16
Plus: Net Financial (income) /expenses (Note 23)
262
491
Earnings before interest, taxes, depreciation and amortization
(EBITDA)
8.715
2.665
Less: Net gain on fair value adjustment of investment properties
(4.431)
(416)
Less: Profits from the sale of investment properties
(75)
-
Adjusted Earnings before interest, taxes, depreciation and
amortization (Adjusted EBITDA)
4.209
2.249
Taxes
The Group's taxes for the year 2021 amounted to € 128 thousand compared to € 88 thousand for the year 2020, reaching a
decrease of € 40 thousand or 45,7% due to the increase in the value of the investments of the Group companies.
Specifically, under the provision of article 31 par. 3 of law 2778/1999 regarding taxation of real estate investment companies
was amended the threshold of tax due for each semester has been abolished of the average of investments now available,
and the tax rate now stands at 10,0% of the current intervention rate of the European Central Bank increased by 1 basis point
(10,0% * (ECB reference rate + 1,0%)), and it is applied on the average of their six-month investments at current prices plus
cash and cash equivalents. Under the new provisions, the corporate tax for each semester of 2021 was set at 0,05% of the
average investment plus cash and cash equivalents of each semester.
Net profit after tax
Considering the above, the Net profits of the Group for the fiscal year 2021, amounted to € 8.296 thousand compared to
profits of € 2.070 thousand in the fiscal year 2020.
Net income, excluding revaluation profits on fair value of investment property, amounted to € 3.865 thousand compared to €
1.654 thousand in 2020, reaching an increase of €2.211 thousand or 133,7%.
Statement of Financial Position
The total equity of the Group attributable to the shareholders of the Company for the year ended December 31, 2021 amounts
to € 89.259 thousand from € 84.016 thousand for the previous year.
The cash and cash equivalents of the Group on December 31, 2021 amounts to € 4.277 thousand compared to € 2.067 cash
on December 31, 2020.
As of December 31, 2020, the Group's loan liabilities amounted to € 30.153 thousand compared to € 18.313 thousand as of
December 31, 2020.
The leverage ratio (Loans liabilities / Investments in real estate) of the Company on December 31, 2021 was 25,0% and the
Net Debt Ratio ((Loans liabilities - Cash and Cash Investments) was 21,4%, while on December 31, 2020 the ratios were 17,3%
and 15,3% respectively.
The Net Asset Value (NAV) attributable to the shareholders of the Company on December 31, 2021, amounted to € 89.259
thousand and the Net Asset Value (NAV) per share, amounted to € 2,52, while on December 31, 2020 ratios were € 84.016
thousand and € 2,37 respectively. corresponding to an increase of 6,3% of the Internal Accounting Value (NAV).
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
7
Financial Ratios
31.12.2021
31.12.2020
Liquidity ratio
Current assets
5.589
1,50x
4.040
0,34x
Current liabilities
3.714
11.806
Leverage Ratio
Loans Liabilities
30.153
23,5%
18.313
16,5%
Total Assets
128.402
110.758
Loans Liabilities
30.153
18.313
Less: Cash and cash equivalents
(4.277)
20,8%
(2.067)
14,9%
Total Assets
128.402
110.759
Less: Cash and cash equivalents
(4.277)
(2.067)
L.T.V. (Loan to value)
Loans Liabilities
30.153
25,0%
18.313
17,2%
Investment properties
120.768
106.001
Net L.T.V. (Net Loan to value)
Loans Liabilities
30.153
21,4%
18.313
15,3%
Less: Cash and cash equivalents
(4.277)
(2.067)
Investment properties
120.768
106.001
Equity
Total equity attributable to the
shareholders of the parent Company
89.259
2,52 €
84.016
2,37 €
Shares outstanding at the end of the
year (in thousands)
35.421
35.492
Funds from Operations (F.F.O.)
Operating capital, defined as profit or loss, excluding fair value adjustments of investment properties, results from the sale of
investment properties, depreciation and amortization, impairment losses, non-recurring expenses and net financial results,
are as follows:
Funds from Operation
01.01.2021-
31.12.2021
01.01.2020-
31.12.2020
Net profit before taxes
8.424
2.158
Less: Gains from the revaluation of investment
properties
(4.431)
(416)
Plus: Depreciation and amortization
29
16
Plus: Net financial (income) / expenses
262
491
Less: Non-recurring profits from the sale of investment
properties
(75)
-
Funds from Operation (F.F.O.)
4.209
2.249
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
8
SIGNIFICANT EVENTS DURING THE PERIOD
A. Corporate events
1. Dividend distribution
On April 21, 2021, the Ordinary General Meeting of the shareholders of the Company, decided the distribution of a total
dividend of € 2.124 thousand or € 0,06 per share (net), from the profits of the year 2020 and previous years, which was paid
to the shareholders on April 28, 2021. On April 7, 2020, a dividend distribution of a total amount of € 1.395 thousand was paid
to the shareholders, i.e. € 0,039 per share (net), from the profits for the year 2019 and previous years.
2. Purchase of treasury shares
During the fiscal year 2021, the Company proceeded to the purchase of 86.206 treasury shares, while on 22.12.2021 they were
made available free of charge by the Company to Ms. Anna Apostolidou, Managing Director, 15.000 own shares issued by the
Company in accordance with the provisions of article 114 of Law 4548/2018. The disposal took place following the decision of
the Ordinary General Meeting of Shareholders dated 21.04.2021, which approved the Establishment of a Free Sharing Program
for the staff and members of the Board of Directors and approved the above disposal.
Following this decision, the Company on 31.12.2021 held in its possession a total of 358.618 own shares with a total nominal
value of € 722 thousand and an acquisition of € 598 thousand. The own shares held on 31.12.2021 correspond to 0,96% of its
share capital Company.
B. Corporate Governance
1. Corporate Governance 4706/2020
Due to the entry into force of the provisions of Law 4706/2020 for corporate governance from July 17, 2021, the Company
took the necessary actions in order to comply with the relevant requirements of the new law. Indicatively, the Company
approved the Political Suitability of the members of the Board of Directors, the Political Evaluation of the Internal Control
System, the restructuring of the Board of Directors and its Committees, updating of its Rules of Procedure and the Committees
of the Board of Directors, updating or drafting new policies and procedures. complies with Law 4706/2020. At the same time,
the Company adopted the Hellenic Code of Corporate Governance (EKED) 2021 of the Hellenic Corporate Governance Council
(ESED) in its operation.
2. Election of a new Board of Directors and its composition
Following the resignation of Mr. Faidonas Tamvakakis, Vice Chairman of the Board of Directors of the Company, due to non-
fulfillment of the independence criteria of article 9 of Law 4706/2020, the Board of Directors of the Company in its meeting of
14.07.2021 and following the recommendation of the Remuneration Committee of the Company, elected Mr. Efstratios
Papaefstratiou, until recently Independent Non - Executive Member of the Board of Directors, as its Vice President.
Following the above, the Board of Directors, with its composition remaining unchanged, was reorganized for the remainder of
its four-year term, until April 1, 2024, which may be automatically extended until the first Ordinary General Meeting of the
Company's shareholders after its expiration, as follows:
1.
Theodoros, Dimitriou, Fessas, Chairman of the Board, Non-Executive Member
2.
Efstratios, Dimitriou, Papaefstratiou, Independent Non-Executive Member
3.
Anna, Georgiou, Apostolidou, CEO, Executive Member
4.
Apostolos, Miltiadi, Georgantzis, Executive Member
5.
Eftychia, Sophocles, Koutsoureli, Non-Executive Member
6.
Markos, Grigoriou, Bitsakos, Non-Executive Member
7.
Eleni, Dimitriou, Linardou, Independent Non-Executive Member
The above change in the composition of the Board of Directors will be announced at the next General Assembly in accordance
with art. 7 of the Company's Articles of Association, art. 82 of Law 4548/2018 and art. 9 par. 4 of law 4706/2020.
3. Sustainable Development Committee
The Company with the decision of its Board of Directors dated 29.10.2021 approved the establishment of the Sustainable
Development Committee of the Company. The composition of the Committee on Sustainable Development is as follows:
1.
Eftychia Koutsoureli, Committee President
2.
Anna Apostolidou, Member
3.
Eleni Linardou, Member
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
9
Following the approval of the recommendation of the Sustainable Development Committee, the Sustainable Development
Report of the Company for the year 2020 was approved, which is published in the following web address:
https://www.briqproperties.gr/el/sustainable-development
Β. Investments
1.
On February 11, 2021, the Company proceeded with the purchase of an independent office building with a ground
floor store located at 3 Dimitriou Gounari Street in Piraeus for a price of € 2.100 thousand (not including acquisition
costs of € 46 thousand). The building consists of a ground floor store, five office floors and underground storage
spaces and has a total area of 2.428 sq.m. and is fully leased.
2.
On the 20th of May 2021 and the 29th of June 2021, the Company proceeded with the purchase of three (3) adjacent
plots with a total area of 18.083 sq.m. located in Aspropyrgos, Attica at "Imeros Topos". The total price for the
purchase of the three plots amounted to € 1.038 thousand, not including acquisition costs of € 27 thousand. These
plots are adjacent to the existing plots of the Company on which is already developing a modern Storage and
Distribution building. As a result, today the single plot area for development in Aspropyrgos amounts to a total area
of 103.001 sq.m.
3.
On July 30, 2021, the Company was announced as the highest bidder in an auction of a plot of land located in
Naoussa, Paros, with a total area of 501 sq.m., which borders a plot of the Company on which Mr & Mrs White Paros
Hotel is located. The total price for the purchase of the plot amounted to € 203 thousand, not including acquisition
costs of € 5 thousand.
4.
On September 24, 2021, the Company proceeded to the purchase of horizontal property of office space with a total
area of 258,13 sq.m., 3rd floor in an office building located on Metropolis 3, in which the Company already owns
office space on the 4th floor. The price for the acquisition of the property amounted to € 1.050 thousand (excluding
acquisition costs € 49 thousand).
5.
On October 27, 2021, the share capital increase of the Subsidiary Plaza Hotel Skiathos M.A.E. was approved. by €
4,200 with cash payment by the Company and the issue of 3,314,329 new registered shares, with a nominal value of
one Euro and thirty-four cents (€ 1,34) each. Through the share capital increase, the renovation of the property-
hotel owned by Plaza Hotel Skiathos MAE, "Radisson Skiathos Plaza Resort" is financed.
6.
On November 30, 2021, the Company proceeded with the sale of a real estate - commercial store, with a total area
of 168,40 sq.m., on 283 Kifissias Avenue, in Kifissia for a price of € 1.023.000. The property was acquired on
November 28, 2017 for a price of € 755 thousand (excluding acquisition costs), while its fair value before sale
amounted to € 948 thousand. From the sale the Company recorded profits from the sale of investment properties
amounting to € 75 thousand for the year 2021.
EVENTS AFTER THE BALANCE SHEET DATE
1.
On January 31, 2022, the construction of a modern logistics center with fire protection specifications of category Z3
and a total area of 20.797 sq.m. were completed and delivered to the Company in Aspropyrgos, Attica, which is
expected to offer significant results in the future results of the Company. The property from 01.02.2022 is fully leased
to Info Quest Technologies M.A.E.B.E.
2.
On January 18, 2022, the subsidiary "Plaza Hotel Skiathos M.A.E" signed an agreement with the international hotel
chain "Radisson Hospitality" and the leasing company Hotel Brain A.E. for the utilization of a modern hotel unit of
the Company located in the Kanapitsa area of Skiathos, which will operate under the name "Radisson Resort Plaza
Skiathos".
3.
On January 18, 2022, the Company issued additional bonds totaling € 2.000 thousand from the bond loan program
with Alpha Bank A.E. and on March 1, 2022, provided additional financing in the amount of € 2.100 thousand from
the mutual loan program that it has concluded with Alpha Bank A.E. to finance the renovation of the hotel of the
subsidiary Plaza Hotel Skiathos.S.A..
4.
The subsidiary "Plaza Hotel Skiathos M.A.E" on 24, 26 and 28 January 2022 proceeded with the repayment of a total
amount of € 430 thousand from the mutual loan program that it has concluded with the National Bank of Greece
SA.
5.
Recent geopolitical developments in Ukraine, military action and subsequent economic sanctions have led to
increases in energy costs and, consequently, to further increases in raw material prices. The companies of the Group
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
10
have not undertaken major construction projects to be directly affected by these increases, while the energy costs
are borne by the tenants of the properties and not the owner. The companies of the Group are active only in the
Greek territory and their activities do not seem to be significantly affected. However, a possible deterioration of
conditions that could further affect the global and consequently the Greek economy cannot be reliably estimated at
this time. The Management is constantly re-evaluating the situation and its possible effects, and as far as possible,
ensures that all necessary and possible measures are taken in time to minimize any impact on the Group's activities.
No other significant events have occurred after the Balance Sheet date, that affect these financial statements.
PERSPECTIVES FOR 2022
For 2022, the emerging de-escalation of the pandemic combined with the lifting of restrictive measures, creates optimism for
a gradual return to normalcy which, combined with the warming of the economy and favorable conditions for strong
investment growth in the medium term, offers better prospects for further financial figures of the Group.
The Company having a long-term horizon in its investments, having sufficient liquidity and having a low exposure to borrowing
(31.12.2021: Loans less Cash to Invest in Net Real Estate LTV21.4%) has the ability to cope with the current conditions and to
continue with responsibility its investment program.
In addition, on January 31, 2022, the construction was completed and a modern logistics and distribution center, fire
protection specifications of category Z3 and a total area of 20,797 sq.m. were delivered to the Company. in Aspropyrgos,
Attica, which is expected to offer significant results in the future results of the Company.
The main priority of the Company for 2022 is the development of its real estate portfolio through investments in professional
income properties that offer attractive returns and / or have characteristics that can bring added value to shareholders in
combination with the continuous strengthening of the Company's dividend return.
The Company responsibly monitors the inflationary pressures in the economy that started from the increase of the prices of
goods and materials due to the pandemic and have intensified with the dramatic increase of the energy prices due to the war
in Ukraine. The Company's exposure to these inflationary pressures is relatively limited as rents on all leases are adjusted for
inflation. Nevertheless, the general impact of these developments on the economy and any slowdown in the country's GDP
growth rate may, as expected, affect the growth of the Company.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
11
SIGNIFICANT RISKS
A) Market Risk
i) Foreign exchange risk
The Group operates in Greece, its transactions are carried out in (€) Euros and therefore it is not exposed to risks from foreign
currency.
ii) Fluctuations in Property Values
The Group is exposed to risk from the change in the value of real estate that has an impact on the income statement and the
statement of financial position. To reduce this risk, the Group has entered into long-term leases with trusted tenants and has
increased the spread of the real estate portfolio in more categories of real estate. In the current year, the Group recorded
profits from the revaluation of investments in real estate at fair value.
iii) Inflation Risk
The Group's exposure to inflation risk is minimized, as most lease agreements provide for annual rent adjustments linked to
the Consumer Price Index.
In addition, most leases provide that in the event of negative inflation there is no negative impact on rents. The rental income
of the Group is not subject to seasonal fluctuations, except for some individual leases where there is, in addition to the monthly
(basic) rent, a percentage of the excess turnover which is calculated at the beginning of each year based on turnover of the
previous calendar year.
The Group is not significantly exposed to the increase in the prices of construction costs as most of the projects that the Group
Companies have committed to carry out, are almost completed at the date of issuance of the financial statements.
iv) Cash flow and fair value risk due to the interest rate changes
The Group's exposure to interest rate risk arises from current deposits (see Note 12) held at banks, as well as from floating
rate bank loans (see Note 15) which expose the Group to cash flow risk due to a possible change. of interest rates.
The Group is exposed to fluctuations in market interest rates that affect its financial position, as borrowing costs may increase
as a result of such changes.
The Group's exposure to interest rate risk is not significant due to the Group's low exposure to borrowing (31.12.2021: Net
Loan to Value Ratio 21,4%).
B) Credit Risk
The Group has credit risk concentrations in relation to lease receivables from its operating leases and cash and cash
equivalents. Credit risk may arise in case of default of counterparties to meet their transaction obligations.
A significant part of the Group's exposure to credit risk comes from transactions with related parties, as a large part of the
Company's real estate portfolio is leased to Quest Group companies. The Group has managed to increase the spread of its
portfolio to different lessees. As a result, the percentage of annual rental income, on total rental income, from subsidiaries
and affiliates of the Quest Holdings SA group as at 31.12.2021 had decreased significantly to 37,6% from 28,7% on 31.12.2020.
No significant losses are expected, as real estate lease agreements are made with tenants who have sufficient
creditworthiness. In addition, the Group for the reduction of credit risk receives collateral such as guarantees of an amount
ranging between 2 and 12 leases.
C) Liquidity Risk
The current or future risk for profits and capital arises from the inability of the Group to liquidate / collect overdue receivables
without suffering significant losses. The Group secures the required liquidity in time to meet its obligations in a timely manner,
through the regular monitoring of liquidity needs and the collection of debts from employees and the prudent management
of cash. The liquidity of the Group is monitored by the Management on a regular basis.
D) External Factors
The Group invests only in the Greek territory. The Group may be affected by factors such as financial instability, political
turmoil, tourism, tax changes and health crises such as the COVID-19 pandemic.
Recent geopolitical developments in Ukraine and the ensuing economic sanctions could further lead to a deterioration in
energy prices, raw materials and economic conditions in general.
The outlook for the real estate market is affected by the wider economic environment and the attraction of investment, but
in times of uncertainty, investment in real estate is considered more attractive, as it provides increased security compared to
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
12
other investments and "prime real estate" prices are not expected to fall. The Company monitors the developments in Ukraine
as while it does not appear to be significantly affected by its activities, the developments that could negatively affect the Greek
economy are beyond the control of the Group and the Management is not able to reliably predict any effects. of them.
The Management constantly evaluates the situation and its possible effects, in order to ensure that all necessary and possible
measures and actions are taken in time to minimize any impact on the Group's activities.
RELATED PARTIES TRANSACTIONS
Although the Company is not a member of the Group of companies of Quest Holdings SA, nevertheless it is an affiliated party
with the above Group, due to the existence of common key shareholders in the Company and in this Group.
All transactions with related parties are objective and are carried out on an arm’s length basis, with the usual commercial
terms for similar transactions with unrelated third parties. Significant related party transactions, as defined in IAS 24, are also
described in detail in Note 28 of the Consolidated Financial Statements for the year ended 31 December 2021.
BRANCHES
On 13.12.2021 the Company started a branch in the Municipality of Athens, on Mitropoleos Street no. 3, T.K. 10557, in privately
owned horizontal property.
ENVIRONMENTAL ISSUES
The Company recognizes both its obligations towards the environment in accordance with the current environmental
legislation and the need for a balanced economic growth.
The Company in the context of its operation has set the following objectives:
•
Monitoring the environmental performance of investment properties and continuous upgrade of their energy
efficiency where possible.
•
Selection of partners and suppliers who respect the environment and aim to reduce their environmental footprint.
•
Informing its employees about environmental issues and cultivating environmental awareness.
The Company, due to the nature of its activities, does not generate much waste and therefore does not significantly affect the
environment. Its environmental footprint is mainly related to the energy consumption and the consumables it uses where
through the practices it has adopted it takes care to minimize their impact on the environment.
The actions for the implementation of the above focus on the measurement of the electricity consumed, on the improvement
of the infrastructures and on the use of technologies for the reduction of the energy consumption as well as the collection of
waste of consumables and electrical devices for recycling, also encouraging its staff for active participation.
During 2021 the Company implemented the 1st annual Sustainable Development Report according to the ESG 2019
Information Disclosure Guide of the Athens Stock Exchange for the period 1.1.2020 - 31.12.2020. The aim of the Exhibition is
to inform in a transparent way to the interested parties about the strategy, the goals and the performance of the Company in
the essential issues of sustainable development.
It is also pointed out that in December 2021 the Company was the first societe anonyme for real estate investments (A.E.E.A.P.)
that entered the Athex ESG index of the Athens Stock Exchange. The "Athex ESG" index includes those listed with good
practices and performance in environmental, society and corporate governance issues as evaluated and distinguished (ESG
Scoring).
Indicative indicators for 2021
HUMAN RESOURCES
2020
2021
Number
Percentage
(%)
Number
Percentage
(%)
Male employees
2
33%
4
50%
Female employees
4
67%
4
50%
ΣΥΝΟΛΟ
6
100%
8
100%
Female employees
BriQ
Properties
Female
employees
Female employees in Management
Positions*
2020
67%
17%
2021
50%
13%
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
13
* Due to the size of the Company, only the Managing Director of the Company is
considered as a Managing Director.
Indirect emissions (Total amount of energy consumption)
kWh
Tones equivalent CO
2
2020
23.327
10,05
2021
25.764
11,10
Σημείωση: For conversion to CO2 , the conversion factor given by DAPEEP for our provider
NRG was used (0,431 kgr Co2 / KW, source dapeep.gr)
Detailed data on the Company's approach will be presented in the Sustainable Development Report for 2021 which will be
prepared in accordance with the updated ESG 2022 Information Disclosure Guide of the Athens Stock Exchange.
PERSONEL AND OTHER ISSUES
The number of employees of the Company as at 31
st
December 2021 was eight (8) persons of which 4 women and 4 men,
compared to four (6) persons on 31
st
December 2020. Within the Group, no other Company employed personnel during on
31.12.2021.
The Company is in full compliance with the applicable labor legislation and has not received any fine by the authorities for law
violation.
Attracting and developing of personnel
Through the implementation of its internal policies and procedures, the Company has established a framework that aims to
promote meritocracy and transparency while respecting their rights and providing equal opportunities to all its employees and
potential employees.
The Company promotes equal opportunities and does not discriminate in the recruitment and selection of candidates, the
determination of their salaries and promotions, the provision of training or any other work activity.
Health and safety
The Company is in full compliance with the Greek legislation and ensures that all its staff adhere to health and safety rules,
the systematic maintenance of the facilities, the upgrade of the infrastructure and the general conditions that prevail in the
workplaces while also providing its staff with the required training on these issues.
GDPR
The Company has established a comprehensive program for its compliance with the General Regulation of Personal Data
Protection as well as the current national legislation which is supported by internal staff training programs. It is pointed out
that in the year 2021 there was no case of violation of this framework.
CORPORATE GOVERNANCE DECLARATION
This Corporate Governance Statement is included in the Annual Management Report of the Board of Directors as a special
section, prepared in accordance with the provisions of article 152 of Law 4548/2018, articles 1-24 of Law 4706/2020, as well
as the Greek Corporate Code Government 2021 and includes the following sections:
A. Declaration of Compliance with the Corporate Governance Code
B. Deviations from the Corporate Governance Code and justifications
C. Description of the main characteristics of the Company's internal control and risk management systems in relation to the
process of preparation of the financial statements
D. Composition and mode of operation of the administrative, management and supervisory bodies and their committees
D.1. Basic information on the operation of the General Meeting of Shareholders, their basic responsibilities, and the
description of their rights and how to exercise them.
D.2. Information on the composition and operation of the Board and other committees
D.2.1. Suitability Policy adopted by the Company, in accordance with article 3 of 4706/2020
D.2.2. Responsibilities and Operation of the Board of Directors
D.2.3. Composition of the Board of Directors
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
14
D.2.4. Curriculum vitae of Members of the Board of Directors
D.2.5. Information regarding the participation of the members of the Board of Directors in its meetings.
D.2.6. Information on the number of shares held by each member of the Board of Directors and each senior executive.
D.2.7. Conflict of Interest - Other professional commitments
D.2.8. Committees of the Board of Directors
A. Corporate Governance Code
The Company has adopted the Hellenic Code of Corporate Governance (issued June 2021) of the Hellenic Corporate
Governance Council (ESDC) for Listed Companies (hereinafter referred to as the "Code") as it has replaced the Greek Code of
Corporate Governance for 2013. This Code is published on the website of ESED
https://www.esed.org.gr/web/guest/code-
listed and on the website of the Company
and on the website of the Company
https://www.briqproperties.gr/el/corporate-
governance.
The Company, during 2021, updated the Internal Operating Regulations based on Law 4706/2020, and complied with the
provisions of the above Code, while intending to adopt appropriate policies and proposals in order to minimize existing
discrepancies in relation to specific practices of the Code. The Company, in addition to the provisions of the Code, complied
during 2021 with all relevant provisions of Greek law.
B. Deviations from the Corporate Governance Code and justifications
The following are the cases of deviation of the Company from the special practices of the Corporate Governance Code and
their justification:
Hellenic Code of Corporate Governance
Explanation / Justification of deviation from the
specific practices of the Greek Code of Corporate
Governance
BOARD OF DIRECTORS
Role and Responsibilities of the Board
1.13.
The non-executive members of the Board of Directors
meet at least annually
, or even extraordinarily when deemed
appropriate without the presence of executive members in
order to discuss the performance of the latter. In these
meetings the non-executive members do not act as a de facto
body or committee of the Board of Directors.
The Company in its Internal Rules of Procedure regarding
the responsibilities of non-executive members includes
the monitoring and control of their performance while
providing for the submission of reports regarding their
responsibilities to the Board. However, as they do not act
as an organ or committee of the Board. it was not
considered necessary to predict the frequency of
meetings.
1.15.
The Board of Directors adopts its Rules of Procedure
,
which describe at least the way it meets and makes decisions
and the procedures it follows, considering the relevant
provisions of the Articles of Association and the mandatory
provisions of the law.
1.16.
The Rules of Procedure of the Board of Directors
are
drafted in accordance with the principles of the Code or
otherwise explaining the discrepancies.
The term, composition, operation, responsibilities of the
Board. as well as the mandatory provisions of the Law for
the operation of the Board. are described in detail in the
Internal
Operating
Regulations
of
the
Company,
therefore it was not considered appropriate to prepare
a separate Operating Regulations for the BoD. which
would include the same references.
1.17. At the beginning of each
calendar year
, the Board of
Directors adopts a meeting calendar and an
annual action plan
,
which is reviewed according to the developments and needs of
the company, to ensure the correct, complete, and timely
fulfillment of its duties, as well as the examination of all issues
on which it takes decisions of the Board.
At the beginning of each year, a financial calendar of the
year is prepared and published with the obligations of
publishing the financial data of the Company.
For the other issues, it has not been deemed necessary
to adopt a Meeting Calendar and an Annual Action Plan
by the Board. as the BoD meets regularly and
extraordinarily, as provided by the legal framework and
if deemed necessary depending on the developments
and needs of the company.
Size and Composition of the Board
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
15
2.2.16. The
selection criteria of the members of the Board of
Directors
ensure that the Board of Directors, collectively, can
understand and manage issues related to the environment,
social
responsibility,
and
governance
(ESG)
,
within
the
framework of the strategy it forms.
The core values of the Company are respect for the
environment,
investment
in
people
and
the
development of a strong corporate governance system
that promotes transparency in decision making and the
interests of stakeholders. These criteria are taken into
account, but it was decided that it is not necessary to be
a recorded criterion for the evaluation of the members
of the Board.
Succession of the Board
2.3.1. The company has a
framework for filling positions and
succession of members of the Board of Directors
, to identify
the needs for filling positions or replacement and to ensure the
smooth continuation of management and the achievement of
the company's goal.
2.3.2. The company ensures the smooth succession of the
members of the Board of Directors with their
gradual
replacement
in order to avoid the lack of management
2.3.3. The succession framework shall consider in particular the
findings of the Board's evaluation in order to achieve the
required changes in composition or skills and to maximize
the effectiveness and the collective suitability of the Board of
Directors.
2.3.4. The company also has a
succession plan for the CEO
.
The term of office of the members of the Board of
Directors begins and ends at the same point in time and
is renewed accordingly. The Board of Directors has
enough members so that in case of emergency
resignation there is no issue of lack of management.
The
Company
has
also
provided
alternative
representations to ensure the smooth continuation of
the corporate activity in case of extraordinary departure
of a Board Member. or the CEO.
Remuneration of Board Members
2.4.4 The
additional remuneration of members of the Board of
Directors who participate in committees
for reasons of
transparency and information appear separately in the
remuneration report, but also in their approval by the general
meeting.
Almost all the Members of the Board of Directors take
part in committees of the Company, therefore it was not
deemed necessary to make a distinction for the
remuneration per committee in which they participate.
2.4.14. The
contracts of the executive members
of the Board
of Directors stipulate that the Board of Directors may demand
the
return of all or part of the bonus
awarded, due to breach
of contract terms or inaccurate financial statements of previous
years or generally based on incorrect financial data, used for its
calculation. bonus of this.
2.4.14. The contracts of the executive members of the
Board of Directors stipulate that the Board of Directors
may demand the return of all or part of the bonus
awarded, due to breach of contract terms or inaccurate
financial statements of previous years or generally based
on incorrect financial data, used for its calculation. bonus
of this.
BoD and CEO Evaluation
3.3.3.
The
Board
of
Directors
annually
evaluates
its
effectiveness
, the fulfillment of its duties, as well as its
committees.
3.3.4.
The Board of Directors collectively, as well as the
Chairman, the Chief Executive Officer and the other members
of the Board of Directors are evaluated annually
for the
effective fulfillment of the their duties.
At least every three
years this evaluation is facilitated by an external consultant.
3.3.5.
The evaluation process is chaired by the President
in
cooperation with the nominations committee.
The Board of
Directors also evaluates the performance of its Chairman
, a
process chaired by the Nominations Committee.
As the Corporate Governance Code came into force in
June
2021
and
the
BoD
was
reconstructed
on
14.07.2021, until 31.12.2021 no evaluation had been
carried out.
The evaluation is scheduled to take place within the year
2022.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
16
CORPORATE INTEREST
Sustainability
5.6 The company adopts and implements ESG and sustainable
development policy
(Sustainability Policy)
The core values of the Company are respect for the
environment,
investment
in
people
and
the
development of a strong corporate governance system
that promotes transparency in decision making and the
interests of stakeholders. The Sustainable Development
Committee of the Board has undertaken to establish a
sustainability policy.
C. Description of the main characteristics of the Company's Internal Audit and Risk Management system in relation to the
process of preparation of the financial statements
The Company adopts and implements a corporate governance system, in accordance with current legislation, considering the
size, nature, scope and complexity of its activities. Among the other elements included in the corporate governance system is
an adequate and effective Internal Audit System.
"Internal Control System" is defined as "the set of internal control mechanisms and procedures, 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 Company implements an Internal Audit System that covers its activities and contributes
to its safe and efficient operation. This system is based on the internationally recognized COSO (Committee of Sponsoring
Organizations of the Treadway) standard.
The adequacy of the Internal Audit System is monitored on a systematic basis by the Audit Committee through reports
submitted to it by the Internal Audit Service, while it is also evaluated on an annual basis by the Board of Directors. The reports
contain the observations and the findings of the audits, their importance, the proposals for improvement of the weaknesses,
the responses of the executives for the treatment of the issues with the respective solution timetable.
Also, the Audit Committee monitors the process and the performance of the mandatory audit of the Company's financial
statements. In this context, it informs the Board of Directors about the issues that arose from the mandatory audit, explaining
in detail:
i) The contribution of the statutory audit to the quality and integrity of the financial information, i.e. to the accuracy,
completeness and correctness of the financial information, including the relevant disclosures, approved by the Board of
Directors and made public.
ii) The role of the Audit Committee in the procedure under i) above, ie recording of the actions taken by the Audit Committee
during the statutory audit process.
In the context of the above information of the Board of Directors, the Audit Committee considers the content of the
supplementary report, which is submitted by the CPA, and which contains the results of the statutory audit carried out and
meets at least the specific requirements in accordance with Article 11. of Regulation (EU) No Regulation (EC) No 537/2014 of
the European Parliament and of the Council of 16 April 2014. The Audit Committee monitors, examines and evaluates the
process of preparing financial information, ie the mechanisms and systems of production, the flow and dissemination of
financial information produced by the organizations involved. units of the Company.
The above actions of the Audit Committee include other disclosed information in any way (e.g. stock market announcements,
press releases) in relation to financial information. In this context, the Audit Committee informs the Board of Directors with
its findings and submits proposals for improvement of the process, if deemed appropriate.
In particular, the Audit Committee is informed about the procedure and the timetable for the preparation of the financial
information by the Management.
The Audit Committee is also informed by the chartered accountant of the annual statutory audit program before its
implementation, evaluates it and ensures that the annual statutory audit program will cover the most important areas of audit,
considering the main areas of business and the company's financial risk. Furthermore, the Audit Committee submits proposals
and other important issues when it deems it appropriate.
For the implementation of the above, the Audit Committee may hold meetings with the Management / competent executives
during the preparation of the financial reports, as well as with the chartered accountant during the planning stage of the audit,
during its execution and during the stage of preparation of audit reports.
Within the framework of its responsibilities, the Audit Committee must consider and examine the most important issues and
risks that may have an impact on the Company's financial statements as well as the significant judgments and estimates of the
Management during their preparation.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
17
The operation of the Audit Committee is regulated in detail by its Rules of Procedure approved by the Board of Directors.
C.1.
Internal Audit unit
Since the beginning of the Company's operation, an independent Internal Audit unit was established, which informs in writing
the Board of Directors and / or the Audit Committee about the results of its work by submitting a relevant report to the Board
of Directors and / or the Audit Committee with reference to the location. and addressing the most significant risks and the
effectiveness of the internal control system. The Head of Internal Audit unit is appointed by the Board of Directors of the
Company upon the recommendation of the Audit Committee and is full-time and exclusive, reports hierarchically directly to
the Board of Directors and is supervised through the Audit Committee.
During the exercise of his duties, the Head of Internal Audit unit is entitled to take note of any book, file or document of the
Company and to have full and unhindered access to any Address-Service of the Company. In addition, it acts in harmonization
with the International Standards for the Professional Practice of Internal Auditing (International Standards for the Professional
Practice of Internal Auditing). The members of the Board of Directors, the executives and the employees of the Company must
cooperate and provide information to the Head of the Internal Audit Service and generally to facilitate in any way his work.
The Internal Audit unit (IAU) has the following responsibilities:
•
Prepares and, if necessary, updates and implements the annual Audit program, which includes the required
resources and the consequences of their reduction or the audit work of the IAU in general. The program is prepared
based on the Company's risk assessment and is submitted to the Audit Committee for approval.
•
Monitors, controls, and evaluates:
−
The implementation of the Rules of Procedure and the Corporate Governance Code of the Company
−
The implementation of the internal control system, as regards the adequacy and correctness of the
financial and non-financial information provided, risk management and regulatory compliance
−
Quality assurance mechanisms
−
Corporate Governance mechanisms
−
Compliance with the commitments of the Company's prospectuses and business plans regarding the use
of funds raised from the regulated market
•
Prepares reports to the audited Units, based on the provisions of article 16 of Law 4706/20 and submits them
quarterly to the Audit Committee
•
Prepares and submits to the Audit Committee, at least quarterly, reports that include its most important issues and
proposals, as they arise from its reports to the audited Units and the execution of its other duties, based on article
16 of Law 4706/20
•
Monitors the progress of the execution of the corrective actions approved by the Board and reports the results to
the Audit Committee
C.2.
Regulatory Compliance unit
The Regulatory Compliance unit (external consultant) is part of the internal audit system and reports administratively to the
Chief Executive Officer and functionally to the Audit Committee. With its reports to the Audit Committee, it contributes to the
improvement and adequacy of the internal audit system as its purpose is to ensure the establishment and implementation of
appropriate and up-to-date policies and procedures, in order to achieve in time, the full and continuous compliance of the
Company with the current regulatory framework.
The main responsibilities of the Regulatory Compliance unit include:
•
The establishment and implementation of appropriate procedures with the aim of timely and continuous compliance
of the Company with the current institutional and supervisory framework.
•
Monitoring and controlling the compliance of the Company with the regulatory and legislative requirements.
•
Informing the Board of Directors through the Audit Committee on regulatory compliance issues.
•
Ensuring the continuous information and training of employees on the developments in the institutional and
supervisory framework related to their responsibilities.
C.3
Risk Management unit
The Company has established appropriate policies and procedures in order to manage the risks associated with the process of
preparing the Company's financial statements. The Board of Directors determines the business strategy in the context of the
approval of the annual budget with medium-term estimates, for the next financial year. A key point of this exercise is the
overview of business risks and opportunities and the measures taken to manage them. The Company implements risk
management systems to identify, measure, manage and monitor all relevant risks in terms of the investment strategy that the
Company has decided to follow. Risk management systems are regularly reviewed and updated whenever necessary.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
18
The operational and financial performance is examined on a regular basis, while a comparison of the budget with the results
of previous years is foreseen with the aim of the optimal performance. Also, monthly, the analysis of the discrepancies
between the actual results, the budget ones and the comparative ones is foreseen in order to ensure the accuracy and
completeness of the results.
All activities of the Company are subject to audits by the Internal Audit unit, the results of which are presented to the Board
of Directors of the Company. In addition, the Audit Committee reviews the management of the Company's main risks and
uncertainties and their periodic review. In this context, it evaluates the methods used by the Company for the identification
and monitoring of risks, the treatment of the main ones through the internal control system and the Internal Audit unit as well
as their disclosure to the published financial information in a correct manner. An internationally recognized auditing firm
carries out the statutory audit of financial statements.
The basic responsibilities and duties of the Company Risk Management Service include:
•
Risk management, to which the Company is either exposed or undertakes.
•
The determination of acceptable risk limits, which the Company can undertake, according to its strategic objectives,
in direct and continuous cooperation with the Management and the competent officers, depending on the category
and the classification of the risk.
•
Defining criteria for early detection of hazards and identifying the areas in which increased monitoring is
recommended, due to the high probability of occurrence of hazards.
•
The evaluation of the adequacy of the methods and systems for the identification, measurement and monitoring of
risks and, if deemed appropriate, and suggests the necessary corrective actions.
•
The preparation of reports for Risk Management, on a regular basis, for the adequate information of the Board of
Directors in matters of its competence.
•
The reassessment of all the risks that the Company can undertake and redefines the high-risk areas.
C.3
Information Technology Systems
The Company uses the IT services and computer systems of the affiliated company Info Quest Technologies SA.
The associated company Info Quest Technologies SA, the IT services provider, has developed systems specialized in the
company's activities, such as SAP RE (Real Estate), and has applied policies and processes covering the provided services to the
Company. Among the most important processes implemented by the associated company Info Quest Technologies S.A. are
the security procedures and in particular: backups (daily, monthly and yearly), recovery process, disaster recovery plan, host
hall security and incident log, as well as protection procedures and in particular antivirus security, e-mail security and firewall.
D. Composition and mode of operation of the administrative, management and supervisory bodies and their committees
D.1
Basic information on the operation of the General Meeting of Shareholders, their basic powers and the description
of their rights and how to exercise them
According to the Company's Articles of Association, the General Meeting is the supreme body of the Company, convened by
the Board of Directors and entitled to decide on any case concerning the Company, in which the shareholders are entitled to
participate, either in person or through a legally authorized representative, according to with the legal procedure provided for
in each case. Following a relevant decision of the Board of Directors and in accordance with the definitions of the law: (a) the
work of the General Meeting may be carried out remotely by audiovisual or other electronic means, (b) the shareholders may
participate remotely in the work and in vote of the General Meeting and (c) the appointment and revocation of a
representative and their notification to the Company can be done by electronic means, and in particular by sending the
necessary documents for the appointment or revocation to the email address to be determined by the Board Council at the
invitation to a General Assembly.
The General Meeting is temporarily chaired by the Chairman of the Board of Directors, or when he is prevented, by his legal
deputy. The duties of Secretary are temporarily performed by the person appointed by the President. After the list of
shareholders entitled to vote is approved, the General Meeting proceeds to the election of its Chairman and a Secretary who
also acts as a voter.
The minutes of the meetings of the General Assembly are signed by the Chairman and the Secretary of the Assembly. Copies
or extracts of these minutes are issued by the persons entitled to issue copies and extracts of Minutes of the Board of Directors.
The Annual Ordinary General Meeting is held once a year in accordance with the provisions of the current legislation and the
Articles of Association of the Company, in order, among other things, to approve the annual financial statements of the
Company, to decide on the distribution or not of profits and dismissal of members of the Board and the Auditors from all
responsibility.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
19
The Company discloses all information related to the General Meeting of Shareholders in a way that ensures easy and equal
access to all shareholders. All publications and related documents are published on the Company's website in Greek and
English. The Company publishes and posts on its website the specific information defined by Law 3884/2010, as in force,
regarding the preparation of the General Meeting, but also information about the activities of the General Meetings, to
facilitate the effective exercise of the rights. of shareholders. At least the Chairman of the Board of Directors or the Chief
Executive Officer are present at the General Meeting and are available to provide information and information on the issues
raised by the shareholders for discussion.
Every shareholder who has the shareholder status on the Registration Date, as defined below, is entitled to participate, and
vote in the General Meeting. Each share of the Company provides the right to one (1) vote. Anyone who appears as a
shareholder in the files of the body "Hellenic Central Securities Depository S.A." is entitled to participate in the General
Meeting. (GM), where the securities (shares) of the Company are kept. The capacity of the shareholder must exist at the
beginning of the fifth (5th) day before the day of the meeting of the General Meeting. The rights of the shareholders of the
Company are defined in the Articles of Association and in law 4548/2018, as in force.
The information of the shareholders is ensured through the operation of the Investment Relations Department of the
Company, which implements the communication policy with the shareholders of the Company. The Shareholder Service and
Corporate Announcements Service is responsible on the one hand for informing and supporting the shareholders for the
exercise of their rights and on the other hand it makes the necessary announcements to the investing public.
The Board of Directors has appointed the head of the Shareholder Service and Corporate Announcements with the main duties
of direct, accurate and equal information of the Company's shareholders as well as their support regarding the exercise of
their rights, according to the current legislation and the articles of association.
In addition, regarding corporate announcements, it is responsible for ensuring the Company's compliance with the current
institutional framework and the Company communicating with the competent authorities, namely the Hellenic Capital Market
Commission, the Stock Exchange, and other competent bodies. The head of the Shareholder Service provides answers to
questions from the investing public and the shareholders of the Company.
The Company also maintains an active website where useful information is posted for both shareholders and investors under
the responsibility of the head of the Shareholder Service and Corporate Announcements.
D.2.
Information on the composition and operation of the Board and other committees or bodies
D.2.1.
Suitability Policy adopted by the Company, in accordance with article 3 of 4706/2020
The Company has established a policy of suitability of the members of the Board of Directors (the "Suitability Policy") which
aims to ensure the quality staffing, efficient operation, and fulfillment of the role of the Board of Directors, based on its overall
strategy and medium-term business goals. Company with the aim of promoting corporate interest.
It includes the principles concerning the selection or replacement of the members of the Board of Directors and the renewal
of the term of office of the existing members, the criteria for the evaluation of the collective and individual suitability of the
members of the Board of Directors, the provision of diversity criteria.
The Suitability Policy was approved by the Extraordinary General Meeting of July 7, 2021, following the approval of the Board
of Directors, after considering the recommendation of the Remuneration and Nominations Committee, the provisions of
article 3 of Law 4706/2020, Circular 60/2020 of Capital Market Commission, the Internal Rules of Operation of the Company,
the Code of Corporate Governance, and international best practices.
The Eligibility Policy is posted on the Company's website:
www.briqproperties.gr/sites/default/files/pdf/2021/BriQ_eligibility_policy_07.07.2021.pdf
.
D.2.2. Responsibilities and Operation of the Board of Directors
The Board of Directors is responsible for deciding any act concerning the management of the Company, the management of
its assets and the general pursuit of its purpose, without any restrictions (except for matters falling within the exclusive
competence of the General Meeting) and to represent the Company in court and out of court.
The Board of Directors may assign the exercise of all or part of its management and representation powers to one or more
persons, members of the Board of Directors or not, employees of the Company or third parties, determining the extent of the
delegated powers. The persons to whom the above powers are assigned bind the Company, as its organs, to the full extent of
the powers assigned to them. In addition to the responsibilities provided by law, the Board of Directors is responsible for
issuing all types of bond loans except those that by law fall under the exclusive competence of the General Meeting.
The powers and responsibilities of the Board of Directors of the Company are those described in its Articles of Association and
in the updated Internal Rules of Operation of the Company, in the Greek Code of Corporate Governance, in law 4548/2018
and other current legislation.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
20
The Company is governed by a Board of Directors, which is elected by the General Meeting in accordance with the Company's
Articles of Association and Law 4706/2020, based on the benefit of the Company and the shareholders. The Board of Directors
is the supreme governing body of the Company that primarily formulates its development strategy and policy, while
supervising and controlling the management of its assets.
Chairman of the Board
The Chairman of the Board is a non-executive member. In case the Board of Directors appoints as Chairman one of the
executive members of the Board of Directors, it obligatorily appoints a vice-chairman from among the non-executive members.
The Chairman of the Board of Directors determines the issues of the agenda, convenes a meeting of the members of the Board
of Directors and chairs its Meetings, is in charge of promoting all corporate issues and represents the Company before any
authority.
Vice Chairman of the Board
The Vice Chairman of the Board of Directors replaces the Chairman in his duties, where provided by the Articles of Association,
law and policy of the Company and is in charge of the evaluation process of the Board of Directors, coordinates effective
communication between executive and non-executive members of the Board of Directors and in the evaluation of the
Chairman by the Board of Directors, in accordance with the provisions of the Corporate Governance Code.
CEO
The CEO is a member of the Board of Directors of the Company and reports to the Board of Directors of the Company. The
Chief Executive Officer heads all the services of the Company, directs their work, makes the necessary decisions within the
provisions governing the operation of the Company, the approved programs and budgets, the decisions of the Board of
Directors, the business plans, the strategic objectives, and the action plan of the Company. According to the Company's Articles
of Association, the Chief Executive Officer exercises all the essential administrative responsibilities and all the other
responsibilities assigned to him by the Board of Directors.
Executive Members:
The executive members of the Board of Directors are responsible, in particular, for the implementation of the strategy
determined by the Board of Directors and consult at regular intervals with the non-executive members of the Board of
Directors on the appropriateness of the applied strategy.
In existing situations of crisis or risk, as well as when circumstances require it to take measures that are reasonably expected
to significantly affect the Company, such as when decisions are to be made regarding the evolution of the business and the
risks that are expected to be taken. affect the financial situation of the Company, the executive members inform the Board of
Directors in writing without delay, either jointly or separately, submitting a relevant report with their estimates and proposals.
Non-Executive Parties:
The non-executive members of the Board of Directors, including the independent non-executive members, are responsible, in
particular for monitoring and examining the Company's strategy and its implementation, as well as the achievement of its
objectives, ensuring the effective supervision of the executive members including monitor and control their performance,
consider and express views on proposals submitted by executive members, based on existing information.
The independent non-executive members submit, jointly or individually, submit reports and reports to the regular or
extraordinary general meeting of the Company, regardless of the reports submitted by the Board of Directors.
D.2.3.
Composition of the Board of Directors
According to the Company's Articles of Association, the Board of Directors consists of five (5) to nine (9) members, who are
divided into executive, non-executive, and independently non-executive, in accordance with the provisions of the applicable
legal framework. The executive members are engaged in the Company with the daily management issues of the Company. The
non-executive members of the Board of Directors (not less than 1/3 of the total number of members) do not exercise
managerial duties in the Company, but can make independent assessments, especially regarding the Company's strategy, its
performance, and its assets.
On March 30, 2020, the Board of Directors of the Company was reconstituted in accordance with the decision of the Ordinary
General Meeting of Shareholders of March 30, 2020, with the addition of Mrs. Eleni Linardou. The eight-member Board of
Directors elected by the Ordinary General Meeting of Shareholders of March 30, 2020, which appointed its independent non-
executive members in accordance with article 87 par. 5 of Law 4548/2018 and article 3 of Law 3016 / 2002, was formed on
the same day in a body, has a four-year term, ie until April 1, 2024, and its term will be automatically extended until the first
Ordinary General Meeting of the Company's shareholders after its expiration.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
21
Following the resignation of Mr. Tamvakakis, Vice Chairman of the Board of Directors of the Company, the Board of Directors
of the Company in its meeting of 14.07.2021 and following a proposal of the Remuneration and Nominations Committee of
the Company, elected Mr. Papaefstratiou- Independent Council, as its Vice-President.
Following the above, the new seven-member Board of Directors, with its composition remaining unchanged, was reorganized
into a body for the remainder of its four-year term, until April 1, 2024, which may be automatically extended until the first
Ordinary General Meeting of the Company's shareholders after its expiration, as follows:
NAME
POSITION
DATE OF TAKING DUTY
EXPIRATION
Theodoros Fessas
Chairman - Non-Executive
Member
7.10.2016 (Company Est.)
14.7.2021 (reelection)
1.4.2024
Or next Ordinary
G.M
Phaedon Tamvakakis
Vice Chairman -
Independent Non-Executive
Member
7.10.2016 (Company Est.)
30.3.2020 (reelection)
14.07.2021
(Resignation)
Anna Apostolidou
Chief executive officer -
Executive Member
7.10.2016 (Company Est.)
14.7.2021 (reelection)
1.4.2024
Or next Ordinary
G.M
Apostolos Georgantzis
Executive Member
7.10.2016 (Company Est.)
14.7.2021 (reelection)
1.4.2024
Or next Ordinary
G.M
Eftichia Koutsoureli
Non-Executive Member
7.10.2016 (Company Est.)
14.7.2021 (reelection)
1.4.2024
Or next Ordinary
G.M
Markos Bitsakos
Non-Executive Member
7.10.2016 (Company Est.)
14.7.2021 (reelection)
1.4.2024
Or next Ordinary
G.M
Efstratios Papaefstratiou
Independent Non-Executive
Member
30.3.2020 (Ordinary G.M.)
14.7.2021 (reelection)
1.4.2024
Or next Ordinary
G.M
Eleni Linardou
Independent Non-Executive
Member
30.3.2020 (Ordinary G.M.)
14.7.2021 (reelection)
1.4.2024
Or next Ordinary
G.M
The above composition of the Board of Directors will be ratified at the next General Assembly in accordance with art. 7 of the
Company's Articles of Association, art. 82 of Law 4548/2018 and art. 9 par. 4 of law 4706/2020.
D.2.4.
Curriculum vitae of Members of the Board of Directors
Brief biographical notes of those who served during the corporate year 2021 members of the Board of Directors are listed
below. In addition, the CVs of the current members of the Board of Directors are also listed on the Company's website:
https://www.briqproperties.gr/el/board-of-directors
Theodoros Fessas - Chairman - Non-Executive Member
Mr Theodore Fessas is the founder and major shareholder of Quest Holdings. Quest Holdings was founded in 1981 (as Info-
Quest), is listed on the Athens Stock Exchange (1998) and operates through its affiliates in the IT sector (InfoQuest
Technologies, iSquare, iStorm, Uni Systems, FoQus) in e-commerce (www.you.gr), in courier services (ACS Courier Services), in
renewable energy sources (Quest Energy) and in air conditioning products and services (Clima Quest).
He served as President of SEV - Hellenic Federation of Enterprises (2014-2020). He is the Honorary President of the Federation
of Hellenic Information Technology and Communications Enterprises (SEPE) and member of the Board of the Foundation for
Economic and Industrial Research (IOBE).
He studied Electrical Engineering at the National Technical University of Athens and holds a Master in Thermodynamics from
the University of Birmingham, UK.
Anna Apostolidou - Chief executive officer - Executive Member
Mrs. Apostolidou is the Chief Executive Officer of BriQ Properties REIC since the Company’s establishment in 2016. From July
2015 until June 2016, she served on the Board of Directors of NBG Pangaea REIC as a non-Executive Director. Prior to that she
assumed various management positions in Lamda Development S.A. from 2003 until 2015. She was the Managing Director of
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
22
Lamda Property Management (2003-2006) and the Commercial Director of Lamda Development (2006-2015). She also served
on the Board of Directors of ECE - Lamda Hellas and MC Property Management.
In the period 1997-2003 she worked and lived in New York where she was employed as an investment banker at Lazard LLC
(1997-2000), she started her own internet venture, ShipVertical (2000-2001) and worked in NYSE-listed Seacor Holdings as the
Director of Strategy and Business Development (2001-2003).
Before 1997 she was employed by Barclays Bank in London, Athens and Piraeus and received training in various managerial
positions under bank’s challenging Management Development Program.
She holds a bachelor’s degree in Physics from National University of Athens and a postgraduate degree in Shipping, Trade &
Finance from City University Business School of London.
Apostolos Georgantzis - Executive Member
Apostolos Georgantzis holds the position of CEO of Quest Holdings from the end of 2015 while holds the position of CEO of
ACS since the end of 2003.
He has studied Mechanical Engineering at Imperial College of Science Technology and Medicine (Great Britain) where he
completed his postgraduate studies and holds BEng and MSc.
He has worked as an executive, freelancer, and entrepreneur in various positions in the fields of construction, investment, and
IT. A. Georgantzis was born in Piraeus in 1968, speaks English, French, is married and father of two children.
Markos Bitsakos - Non-Executive Member
Markos Bitsakos is an Executive Board Member of Quest Holdings and from 2010 to 2013 he served as Managing Director of
Quest Holdings. Prior to that, between 2003 and early 2007, he served Quest Group as Chief Financial and Administrative
Officer and then held the position of CEO in the Print media company, Daphne Communications (2007-2010). He has
experience in numerous business sectors (services, trade, industry, mass media) and, in his career, has held the post of
Financial Manager, Administration Manager, CFO and General Manager.
He studied economics at the University of Piraeus, graduated from the one-year MBA program run by the Hellenic
Management Association, and graduated top of the class from the FIPP one-year Management Certificate course.
Eftichia Koutsoureli - Non-Executive Member
Ms. Koutsoureli is a graduate of the Deere College with studies in Business Administration and Economics. She has developed
her own business in the sector of trade and has worked with Info-Quest as a shareholder since its inception phase until 1984
when the SA was founded and, as a founding member, is a major shareholder. She worked in various administrative areas of
the company, contributing to the development and transformation of the company to a Group of Companies with activities in
the fields of ΙΤ and Digital Technology, Postal Services and Renewable Energy Sources.
For many years she was leading the Marketing and Communications department of the ICT sector, while today she holds the
position of Director of Corporate Affairs and Communications of the Group's companies. In 2013 she was appointed President
of the CSR Committee of the Board for the introduction of CSR and Sustainability Strategy in the companies of the Group.
Since 2015 she is Vice Chairwoman of Quest Holdings and a member of the Board of the Group's companies, while in 2007-
2010 she served as a member of the Board of Directors of the Federation of Hellenic Information Technology and
Communications Enterprises (SEPE). She also serves as Board member in various organizations and charities.
Phaedon Tamvakakis-Vice Chairman -Independent Non-Executive Member
He is a graduate of the Athens University of Economics and Business, with a Master’s degree in Econometrics and Mathematical
Economics. He has worked at Mobil Oil Hellas, Investment Bank, ABN-AMRO as Deputy General Manager and Deputy Governor
at National Mortgage Bank and National Bank of Greece. He was then Chairman and Chief Executive Officer of LAMDA
DEVELOPMENT, and since March 2009 he has been in charge of the Latsis Group's strategy and business development in
Geneva. From December 2009 until June 2012 he was Chief Executive Officer of the National Bank of Greece. He has served
as Vice Chairman of the HELEX Group, Chairman of the Steering Committee of the Interalpha Group of Banks, President of
Ethnokarta, National Stock Exchange and ETEBA, President of the Southeastern European Board of the Europay Mastercard
Group and has been a member of many boards and committees.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
23
Efstratios Papaefstratiou - Independent Non-Executive Member
Mr. Papaefstratiou studied at Yale University (B.A. Economics, 1970) and Columbia University (MBA,1972). Initially he worked
at American Express International Banking Corp. (1971) and Morgan Guaranty Trust Co. of New York (1972 – 1979).
He served as Advisor to the Governor of the Bank of Greece (1979 – 1984) and Vice Governor of the Hellenic Industrial
Development Bank (1984-1987). Subsequently he worked for “S&B Industrial Minerals Group” (1989 – 2011) as Finance
Director, Corporate Relations Director and Head of Real Estate Enterprises. Currently he is the manager of Kyriacopoulos Family
Office and Board Member of “Orymil S.A”.
Eleni Linardou -Independent Non-Executive Member
Mrs. Linardou is the CIO of Ethniki, Hellenic General Insurance Co. S.A., the President of the Investment Committee of
Occupational Pension Fund for Food Co Employees (TEAYET) and member of the Investment Committee of Insurers
Occupational Pension Fund (TEA EAPAE).
She has over 35 years of experience in the field of Investment, having been active in the field from many different positions
and perspectives either as a trader / market maker or as a CIO or as a Supervisor.
She started her career at NBG Group through the Bank's Network and Treasury, being specialized in bond management (sales
and trading) with an emphasis on either trading the Bank's own portfolio (1983-1995) or then servicing mainly the institutional
clients and insurance funds (1996-2000).
Then she worked in the Allianz Group, as Head of Sales at Asset Management, being a member of the Pan-European Sales
Team of Allianz Global Investors (2001-2006).
From 2007 to 2010 she served at the Supervision Authority for Insurance Companies (EPEIA) being responsible for the
Investment Supervision and the Financial & Accounting control of the sector.
Since 2011, she is the CIO of Ethniki, Hellenic General Insurance Co. S.A. She holds a Msc in Statistics from AUEB and a
Bachelor’s in Economics from the University of Athens.
From the above it is concluded that the composition of the Board of Directors reflects the knowledge, skills and experience
required to exercise its responsibilities, in accordance with the suitability policy and the business model and strategy of the
Company.
D.2.5.
Information regarding the participation of the members of the Board of Directors in its meetings.
The Board of Directors meets either at the Company's headquarters or by teleconference in accordance with the Articles of
Association, whenever the Law or needs require it. The Board of Directors met 39 times during the fiscal year 2021 (ie from
01.01.2021-31.12.2021). The attendances of each member of the Board of Directors during the year 2021 are shown in the
following table:
NAME
MEMBERSHIP
NUMBER OF
MEETING
COMMENTS
Theodoros Fessas
Chairman - Non-Executive Member
39/39
-
Phaedon Tamvakakis
Vice Chairman -Independent Non-
Executive Member
20/20
End of term as vice
president 14.07.2021
Anna Apostolidou
CEO - Executive Member
39/39
-
Apostolos Georgantzis
Executive Member
39/39
-
Eftichia Koutsoureli
Non-Executive Member
39/39
-
Markos Bitsakos
Non-Executive Member
39/39
-
Efstratios Papaefstratiou
Independent Non-Executive Member
39/39
Start of term as vice
president 14.07.2021
Eleni Linardou
Independent Non-Executive Member
39/39
-
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
24
D.2.6.
Information on the number of shares held by each member of the Board of Directors and each senior executive.
According to article 18, par. 3 of Law 4706/2020, below is a table with the number of shares held by each member of the Board
of Directors and each senior manager in the Company as at 31.12.2021.
NAME
MEMBERSHIP
Number of
Shares of
the
Company
% of the total shares of
the Company
Theodoros Fessas
Chairman - Non-Executive Member
13.444.093
37,59%
Anna Apostolidou
CEO - Executive Member
15.000
0,04%
Apostolos Georgantzis
Executive Member
19.791
0,06%
Eftichia Koutsoureli
Non-Executive Member
6.014.689
16,80%
Markos Bitsakos
Non-Executive Member
0
0,00%
Efstratios Papaefstratiou
Independent Non-Executive Member
0
0,00%
Eleni Linardou
Independent Non-Executive Member
0
0,00%
D.2.7.
Conflict of Interest - Other professional commitments
Each member of the Board of Directors has an obligation of loyalty to the Company. The members of the Board
of Directors act with integrity and in the interest of the Company and safeguard the confidentiality of non-publicly
available information. They must not have a competitive relationship with the Company and must avoid any
position or activity that creates or appears to create a conflict between their personal interests and those of the
Company.
• The members of the Board of Directors, as well as any third party, to whom responsibilities have been assigned
by the Board of Directors, must refrain from pursuing their own interests that are contrary to the interests of the
Company and not have a competitive relationship with the Company.
• The members of the Board of Directors, as well as any third party, to whom the responsibilities have been
assigned by the Board of Directors, must report to the Board of Directors any conflict or relationship of own
interests with those of the Company or related companies that arises during the exercise of their duties.
• For the valid representation, management of the corporate affairs and undertaking of any obligation on the part
of the Company, two signatures are required under the corporate name, unless otherwise specified by a relevant
decision of the Board of Directors.
• The Company has undertaken, towards the members of the Board of Directors and its Executives who by its
decision has been assigned the management of the Company and / or the fulfillment of certain obligations and /
or the exercise of part of its powers and responsibilities, the obligation to compensate them in full in the
performance of their duties.
• During 2021 the Company adopted a separate policy for the Prevention and Management of Conflict of Interests,
further specifying, which was approved by the Board of Directors of the Company with its decision of 14/07/2021.
The members of the Board of Directors have notified the Company of the following other professional commitments (including
significant non-executive commitments to companies and non-profit institutions), which on 31.12.2021 are as follows:
NAME
A/A
COMPANY
POSITION
Theodoros
Fessas
1
QUEST HOLDINGS S.A
PRESIDENT OF THE BOD, EXECUTIVE
MEMBER
2
INFO QUEST TECHNOLOGIES Μ.A.E.B.E.
BOARD MEMBER, EXECUTIVE
3
UNI SYSTEMS M.A.E.
BOARD MEMBER, EXECUTIVE
4
ACS M.A.E.E.
BOARD MEMBER, EXECUTIVE
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
25
5
ISQUARE Μ.Α.Ε.
BOARD MEMBER, EXECUTIVE
6
QUESTONLINE M.A.E.
BOARD MEMBER, EXECUTIVE
7
QUEST ENERGY S.A.
BOARD MEMBER, EXECUTIVE
8
WIND FARM OF VIOTIA AMALIA S.A
BOARD MEMBER
9
WIND FARM OF VIOTIA MEGALO PLAI S.A.
BOARD MEMBER
10
XILADES S.A.
BOARD MEMBER
11
ΒΕΤΑ SYNENERGIA KARVALI M.A.E.
BOARD MEMBER
12
FOS ENERGIA KAVALAS S.A.
BOARD MEMBER
13
NUOVO KAVALA PHOTTOPOWER Μ.A.E.
BOARD MEMBER
14
ENERGIA FOTOS BETA XANTHI S.A.
BOARD MEMBER
15
PETROX SOLAR POWER A.E.
BOARD MEMBER
16
PHOTTOPOWER EVMIRIO BETA Μ.A.E.
BOARD MEMBER
17
MILOPOTAMOS FOS 2 S.A.
BOARD MEMBER
18
WIND SIEBEN S.A
BOARD MEMBER
19
KINIGOS S.A
BOARD MEMBER
20
CLIMA QUEST SMSA
BOARD MEMBER
21
FOQUS M.A.E.
BOARD MEMBER
22
FOUNDATION FOR ECONOMIC AND INDUSTRIAL
RESEARCH (IOBE)
BOARD MEMBER
23
IVYDALE TRADING LIMITED
MANAGER
24
THEOLINA ESTATE M.IKE
MANAGER
25
THEOLINA SERVICES Μ.ΙΚΕ
MANAGER
Efstratios
Papaefstratiou
1
ORYMIL S.A.
BOARD MEMBER
2
BLUE CREST HOLDING S.A.
DIRECTOR
3
BLUE WATER HOLDING S.A.
DIRECTOR
4
KKFMS BV
BOARD MEMBER
5
PROP-CO ENA S.A.
BOARD MEMBER
6
AVGI S.A.
BOARD MEMBER
Anna
Apostolidou
1
PLAZA HOTEL SKIATHOS S.A.
BOARD MEMBER
2
SARMED WAREHOUSES S.A.
BOARD MEMBER
3
SPRING STREET M.IKE
UNIQUE PARTNER AND MANAGER
Apostolos
Georgantzis
1
QUEST HOLDINGS S.A
CEO – EXECUTIVE BOARD MEMBER
2
INFO QUEST TECHNOLOGIES Μ.A.E.B.E.
BOARD MEMBER
3
ACS Μ.A.E.Ε.
PRESIDENT OF THE BOD & CEO -
EXECUTIVE BOARD MEMBER
4
ACS UK LTD
DIRECTOR
5
UNI SYSTEMS M.A.E.
VICE-CHAIRMAN, EXECUTIVE BOARD
MEMBER
6
ISQUARE Μ.Α.Ε.
VICE-CHAIRMAN, EXECUTIVE MEMBER
7
ISTORM S.A.
VICE-CHAIRMAN, EXECUTIVE MEMBER
8
CARDLINK
S.A.
PRESIDENT OF THE BOD, EXECUTIVE
BOARD MEMBER
9
CARDLINK ONE A.E.
PRESIDENT OF THE BOD
10
QUEST ONLINE Μ.A.E.
VICE-CHAIRMAN, EXECUTIVE BOARD
MEMBER
11
QUEST INTERNATIONAL SOCIÉTÉ À
RESPONSABILITÉ LIMITÉE
BOARD MEMBER
12
SUNMED LAND INVEST INC
DIRECTOR
13
QUEST ΕΝΕΡΓΕΙΑΚΗ ΚΤΗΜΑΤΙΚΗ Μ.Α.Ε.Β.Ε.
VICE-CHAIRMAN
14
XILADES S.A.
VICE-CHAIRMAN
15
WIND ZIEBEN ΕΝΕΡΓΕΙΑΚΗ Μ.A.E.
VICE-CHAIRMAN
16
FOS ENERGIA KAVALAS S.A.
VICE-CHAIRMAN
17
MILOPOTAMOS FOS 2 S.A.
VICE-CHAIRMAN
18
NUOVO KAVALA PHOTTOPOWER Μ.A.E.
VICE-CHAIRMAN
19
PETROX SOLAR POWER A.E.
VICE-CHAIRMAN
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
26
20
BETA SYNENERGIA KARVALI Μ.A.E.
VICE-CHAIRMAN
21
PHOTTOPOWER EVMIRIO BETA Μ.A.E.
VICE-CHAIRMAN
22
ENERGIA FOTOS BETA XANTHI S.A.
VICE-CHAIRMAN
23
KINIGOS S.A
VICE-CHAIRMAN
24
CLIMA QUEST M.Α.Ε.
BOARD MEMBER
25
PLAZA HOTEL SKIATHOS Μ.Α.Ε.
BOARD MEMBER
26
SARMED WAREHOUSES A.E.
BOARD MEMBER
Markos
Bitsakos
1
QUEST HOLDINGS S.A
DEPUTY CEO- EXECUTIVE MEMBER
2
INFO QUEST TECHNOLOGIES Μ.A.E.B.E.
BOARD MEMBER, EXECUTIVE
3
ACS M.A.E.E.
BOARD MEMBER, EXECUTIVE
4
QUEST ENERGY S.A.
CHAIRMAN & CEO
5
UNI SYSTEMS M.A.E.
BOARD MEMBER, EXECUTIVE
6
ISQUARE Μ.Α.Ε.
BOARD MEMBER, EXECUTIVE
7
UNISYSTEMS LUXEMBOURG S.A.R.L.
DIRECTOR
8
ISTORM M.A.E.
CHAIRMAN & CEO
9
XILADES S.A.
CHAIRMAN & CEO
10
WIND ZIEBEN ΕΝΕΡΓΕΙΑΚΗ Μ.A.E.
CHAIRMAN & CEO
11
FOS ENERGIA KAVALAS S.A.
CHAIRMAN & CEO
12
MILOPOTAMOS FOS 2 S.A.
CHAIRMAN & CEO
13
NUOVO KAVALA PHOTTOPOWER Μ.A.E.
CHAIRMAN & CEO
14
PETROX SOLAR POWER A.E.
CHAIRMAN & CEO
15
BETA SYNENERGIA KARVALI Μ.A.E.
CHAIRMAN & CEO
16
PHOTTOPOWER EVMIRIO BETA Μ.A.E.
CHAIRMAN & CEO
17
ENERGIA FOTOS BETA XANTHI S.A.
CHAIRMAN & CEO
18
WIND FARM OF VIOTIA AMALIA S.A
VICE-CHAIRMAN
19
WIND FARM OF VIOTIA MEGALO PLAI S.A.
VICE-CHAIRMAN
20
KINIGOS S.A
CHAIRMAN & CEO
21
QUEST INTERNATIONAL SOCIÉTÉ À
RESPONSABILITÉ LIMITÉE
BOARD MEMBER
22
SPORTS CLUB KIFISSIA
PRESIDENT OF THE BOD
23
CLIMA QUEST M.Α.Ε.
BOARD MEMBER
24
PLAZA HOTEL SKIATHOS Μ.Α.Ε.
BOARD MEMBER
25
SARMED WAREHOUSES A.E.
BOARD MEMBER
26
FOQUS M.A.E.
BOARD MEMBER
Eftichia
Koutsoureli
1
QUEST HOLDINGS S.A
VICE-CHAIRMAN, ΜΗ EXECUTIVE BOARD
MEMBER
2
ELLINIKI AKTI S.A.
PRESIDENT OF THE BOD & CEO,
EXECUTIVE BOARD MEMBER
3
ACS M.A.E.E.
VICE-CHAIRMAN
4
UNI SYSTEMS M.A.E.
BOARD MEMBER
5
QUEST ONLINE Μ.A.E.
BOARD MEMBER
6
ISQUARE Μ.Α.Ε.
VICE-CHAIRMAN
7
ISTORM M.A.E.
VICE-CHAIRMAN
8
XILADES S.A.
VICE-CHAIRMAN
9
ΒΕΤΑ SYNENERGIA KARVALI M.A.E.
VICE-CHAIRMAN
10
FOS ENERGIA KAVALAS S.A.
VICE-CHAIRMAN
11
NUOVO KAVALA PHOTTOPOWER Μ.A.E.
VICE-CHAIRMAN
12
ENERGIA FOTOS BETA XANTHI S.A.
VICE-CHAIRMAN
13
PHOTTOPOWER EVMIRIO BETA Μ.A.E.
VICE-CHAIRMAN
14
MILOPOTAMOS FOS 2 S.A.
VICE-CHAIRMAN
15
PETROX SOLAR POWER A.E.
VICE-CHAIRMAN
16
QUEST ENERGY S.A.
VICE-CHAIRMAN
17
INFO QUEST TECHNOLOGIES SA
VICE-CHAIRMAN
18
KINIGOS S.A
VICE-CHAIRMAN
19
FOQUS M.A.E.
VICE-CHAIRMAN
20
CLIMA QUEST M.Α.Ε.
VICE-CHAIRMAN
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
27
Eleni Linardou
1
ETHNIKI, HELLENIC GENERAL INSURANCE CO.
S.A.
INVESTMENT MANAGEMENT MANAGER
2
ΤΕΑΥΕΤ PROFESSIONAL INSURANCE OF
EMPLOYEES
FOOD TRADE
CHAIRMAN OF THE INVESTMENT
COMMITTEE
3
T.E.A. EAPAE
MEMBER OF THE INVESTMENT
COMMITTEE (RESIGNED ON 7/6/2021)
4
ALPHA TRUST-ANDROMEDA INVESTMENT
TRUST S.A.
INDEPENDENT NON-EXECUTIVE BOARD
MEMBER
None of the members of the Board of Directors of the Company (executive, non-executive and independently non-executive)
held during the year 2021 a position on the Boards of Directors of more than five (5) companies listed in total and companies
not affiliated with the Company.
D.2.8. Committees of the Board of Directors
Audit Committee
The Audit Committee, according to article 44 of Law 4449/2017, is a committee of the Board of Directors, consisting only of
members of the Board of Directors, and the term of office of its members is the same as their term of office as members of
the Board of Directors. The Audit Committee has 3 members, consisting entirely of non-executive members of the Board of
Directors. The members of the Audit Committee have all proven, sufficient knowledge in the field in which the Company
operates, while at least one member, who also has sufficient knowledge and experience in accounting / auditing, always
attends the meetings of the Committee concerning the approval of financial situations.
The main tasks of the Audit Committee include, among others, monitoring the process and the performance of the statutory
audit of the Company's financial statements, monitors, examines and evaluates the process of preparing the financial
information and monitors the effectiveness of the Internal Audit System. and Regulatory Compliance of the Company.
The operating principles and duties of the Committee are described in detail in its regulation which is available on the
Company's website:
www.briqproperties.gr/sites/default/files/pdf/2021/5.%20BriQ_regulation_EEE_17062021.pdf
The Board of Directors of the Company in the meeting of May 10, 2021 after examining the fulfillment of the appropriate
criteria and the conditions of independence of article 44 of Law 4449/2017 and articles 10 and 74 par. 4 of Law 4706/2020,
decided the replacement of the member of the Audit Committee of the Company Mr. Faidonas Tamvakakis, by Mrs. Eleni
Linardou, who meets the criteria of independence of article 9 of Law 4706/2020 as well as the criteria of article 44 of Law
4449/2017. Subsequently, the Audit Committee of the Company during the meeting of May 10, 2021 elected Mr. Efstratios
Papaefstratiou as chairman and was formed into a body.
It is pointed out that the Ordinary General Meeting of 30.03.2020 had unanimously decided to elect a three-member Audit
Committee, in accordance with the provisions of article 44 of law 4449/2017, which will be a committee of the Board of
Directors, and which will consist of two Independent Non-Executive members of the Board and a Non-Executive member of
the Board. The General Assembly of 30.03.2020 had also authorized the Board of Directors to appoint its members.
Following the above, the Company's Audit Committee consists of the following:
•
Efstratios Papaefstratiou Dimitriou, Chairman of the Audit Committee, Independent Non-Executive Member of the
Board.
•
Marco Bitsako, of Grigoriou, Member of the Audit Committee, non-Executive Member of the Board.
•
Eleni Linardou, of Dimitriou, Member of the Audit Committee, Independent Non-Executive Member of the Board.
In 2021, the Audit Committee met on a regular basis (12 times in total) in the presence of all members as shown in the table
below and all Commission decisions were taken unanimously.
Audit Committee meetings and attendances in 2021
NAME
MEMBERSHIP
NUMBER OF MEETING
COMMENTS
Efstratios Papaefstratiou
President
12/12
-
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
28
Markos Bitsakos
Member
12/12
-
Phaedon Tamvakakis
Member
4/4
End of term 10.05.2021
Eleni Linardou
Member
8/8
Start of term 10.05.2021
The Audit Committee met 4 times with the external auditors of PricewaterhouseCoopers (PWC), in the presence of the Head
of the Internal Audit Service, as part of its responsibilities for the process of monitoring the annual financial statements and
did not report any violations or irregularities to the Committee. In addition, the meetings of the Committee concerning the
approval of the financial statements and the statement of investments were attended at the invitation of the Committee and
the Head of Financial Control of the Company.
Proceedings of the Audit Committee
The main ones handled by the Audit Committee in the year 2021 are categorized as follows:
In relation to the Financial Information process
1. Reviewed the Investment Statements and the Financial Reports for the year 2020 and for the interim statements for the
year 2021 before their approval by the board of directors and evaluated their completeness and consistency in relation to the
information that has been taken into account as well. and with the accounting principles applied by the company and informed
the Board of Directors
2. It was informed through meetings by the competent bodies of the Company and the certified auditors about the schedule
and the important audit issues, the important crises, assumptions and estimates during the preparation of the financial
statements.
In relation to external auditors (Certified Public Accountants)
1. In accordance with the provisions of Law 4449/2017 on the selection of statutory auditors, the Audit Committee decided to
propose to the Board of Directors the maintenance of PwC as an auditing company that will carry out the statutory audit of
the annual and consolidated financial statements. use 2021.
2. The statutory auditors submitted to the Commission the declaration of independence from the Company in accordance with
the Code of Ethics for Professional Auditors of the Council of International Standards of Ethics of Auditors (Code of ECHR) and
the ethical requirements related to the audit of financial statements. The Commission has ensured the independence and
objectivity of statutory auditors (PwC).
In relation to Corporate Governance and the process of compliance of the Company with the requirements of the Corporate
Governance Law 4706/2020
1.
Study and approve:
•
updating the Operating Regulations of the Internal Audit Unit,
•
the modification of the Internal Audit Service Manual,
•
the drafting of the evaluation process of the Internal Control System,
•
drafting the regulatory framework monitoring process
•
the drafting of the Risk Management process
2.
Evaluated and recommended to the Board of Directors
•
the amendment of the Code of Ethics and Conduct,
•
the modification of the Regulatory Compliance Policy,
•
the modification of the Risk Management Policy,
•
the drafting of the Evaluation Policy of the Internal Control System,
•
the amendment of the Rules of Procedure of the Internal Audit Committee.
In relation to Internal Audit, Risk Management and Regulatory Compliance
1.
Updated and approved the annual planning of activities of the Internal Audit Service for 2021 and evaluated the
identification and risk assessment of the Company on which this planning was based.
2.
Monitored the work of the Internal Audit Service through its quarterly reports. The audit work of the Internal Audit for
the year 2021 focused on:
•
Evaluation and control of the observance of the commitments of the prospectuses and the business plans of
the Company regarding the raising of funds amounting to € 50,070 thousand.
•
Evaluation of the implementation of the law on Corporate Governance
•
Evaluation of value estimates of real estate investments 31.12.2020 & 30.6.2021
•
Rent income control
•
Control of undertaking financial Services by the Company.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
29
3.
Evaluate and approve the reports of the Regulatory Compliance Service and approve its work program for the year 2021
4.
Approved the provision of Services of Risk Manager of the Company by the external symbol “G. D. PELEKANAKIS & CO.
EE”.
5.
Evaluate the progress report of the Risk Management Service and the preparation of the Company's risk register.
6.
Evaluated the adequacy and staffing of the Internal Audit Service and suggested to the Board of Directors the replacement
of the Head of the Internal Audit Service of the Company.
Remuneration and Nominations Committee
In the context of the implementation of the new Law 4706/2020, the Remuneration and Nominations Committee was
reorganized after the decision of the Company's Board of Directors dated 10.06.2021.
The purpose of the Human Resources and Remuneration Committee is to assist the Company's Board of Directors in fulfilling
its duties regarding the determination and monitoring of the implementation of the Company's staff remuneration policy, as
well as the attraction of specialized executives and their preservation, utilization and development. Furthermore, the purpose,
composition and responsibilities of the Human Resources & Remuneration Committee are contained in its Rules of Procedure
which were revised in the context of harmonization with Law 4706/2020 with the decision of the Board of Directors dated
14.07.2021. The operating principles and duties of the Committee are described in detail in its regulation which is available on
the Company's website:
www.briqproperties.gr/sites/default/files/pdf/2021/1_BriQ_Commitee_Regulation_14.07.2021.pdf
.
The members of the Committee are appointed by the Board of the Company. The Committee has three members and consists
of non-executive members of the Board of Directors. Two (2) members are independent non-executive including the Chairman.
Based on the restructuring of the Committee from 10.06.2021, the Independent Non-Executive Member Mr. Faidonas
Tamvakakis was replaced by the Independent Non-Executive Member Mrs. Eleni Linardou. The term of office of the Committee
is identical with that of the Board of Directors, ie until 01.04.2024.
The following is the composition of the Human Resources and Remuneration Committee of the Company as at 31.12.2021 is
as follows:
•
Efstratios Papaefstratiou, Independent - Non-Executive Member, President
•
Eleni Linardou, Independent - Non-Executive Member, Member
•
Markos Bitsakos, Non-Executive Member, Member
In 2021, the Remuneration and Nominations Committee met 3 times in the presence of all the members as shown in the table
below and all the decisions of the Committee were taken by unanimity.
Meetings of the Remuneration and Nominations Committee and attendances in 2021
NAME
MEMBERSHIP
NUMBER OF MEETING
COMMENTS
Efstratios Papaefstratiou
President
3/3
-
Markos Bitsakos
Member
3/3
-
Phaedon Tamvakakis
Member
1/1
End of term 10.06.2021
Eleni Linardou
Member
2/2
Start of term 10.06.2021
Proceedings of the Remuneration and Nominations Committee
The Remuneration and Nominations Committee in the year 2021 met 3 times in the presence of all its members.
The main ones handled by the Remuneration and Nominations Committee in the year 2021 can be summarized as follows:
1.
Overview of the Remuneration Report of the Board of Directors for the year 2020 and proposal to the Board.
2.
Proposal to the Board of Directors about the remuneration and compensations of the members of the Board of
Directors for the year 2020 and for the year 2021
3.
Proposal for distribution of profits to the staff and the Board of Directors from the profits for the year 2020
4.
Establishment of a Free Sharing Program for the staff and members of the Board of Directors.
5.
Proposal for free distribution of own shares to members of the Board of Directors of the Company
6.
Review of the Remuneration Policy in accordance with the provisions of Law 4706.2020
7.
Approval of the Political Suitability of the Members of the Board of Directors in accordance with the provisions of
Law 4706.2020
8.
Approval of the Suitability Procedure of the Members of the Board of Directors in accordance with the provisions of
Law 4706.2020.
9.
Proposal for the restructuring of the Board of Directors
10.
Proposal for remuneration of the Deputy Chairman of the Board of Directors
11.
Overview of the revision of the Rules of Procedure of the Remuneration and Nominations Committee
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
30
12.
Approval of the Procedure for the nomination of candidate members of the Board of Directors.
Other Committees of the Board of Directors
A.
Investment Committee
The Investment Committee is a collective body, which was established by the Board of Directors of the Company. It consists
of a maximum of three (3) to seven (7), one of which is the Chairman of the Investment Committee while members of the
Committee may also be external advisors. The Members are appointed by the Board of Directors, based on significant relevant
professional experience and recognition.
The Investment Committee is responsible for proposing to the Board of Directors for the formulation and implementation of
the Company's investment strategy, the making of new investments, the liquidation of existing ones, as well as the
management of its portfolio based on the current market conditions and opportunities.
Following the restructuring of the Board of Directors from 14.07.2021, the composition of the Investment Committee is as
follows:
•
Anna Apostolidou, President,
•
Theodoros Fessas, Member,
•
Eftychia Koutsoureli, Member,
•
Apostolos Georgantzis, Member
The term of the committee coincides with the term of the Board of Directors of the Company, ie until April 1, 2024, and may
be automatically extended until the first Ordinary General Meeting of the Company's shareholders after its expiration.
B.
Committee on Sustainable Development
With the decision of the Board of Directors of the Company dated 29.10.2021, a Sustainable Development Committee was
established which deals with the issues of Sustainable Development of the Company.
The main mission of the Committee is to provide support and assistance to the Board of Directors to set the strategy, goals
and priorities for sustainable development, cooperation with the Executive management of the Company in matters of
sustainable development, monitoring on behalf of the Board of implementation strategy of the Company in matters of
sustainable development, as well as the implementation of the activities and the achievement of the objectives of the
Company in these matters, the report to the Board on issues of sustainable development and the support of the Board in
supervising the strategy of sustainable development in the Company.
The Sustainable Development Committee consists of at least three (3) members of the Board of Directors, most of them non-
executive, who are appointed by the Board of Directors of the Company.
The Sustainable Development Committee consists of three (3) members and was elected on 29.10.2021 by the Company's
Board of Directors.
The composition of the Sustainable Development Committee as elected by the decision of the Board of Directors dated
29.10.2021 is the following:
•
Eftychia Koutsoureli, President,
•
Anna Apostolidou, President,
•
Eleni Linardou, Member.
The term of the committee coincides with the term of the Board of Directors of the Company, ie until April 1, 2024, and may
be automatically extended until the first Ordinary General Meeting of the Company's shareholders after its expiration.
OTHER INFORMATION FOR THE COMPANY ACCORDING TO PAR. 7 AND 8 OF ARTICLE 4 OF LAW 3556/2007, AS IT APPLIES
1. Share capital structure of the Company
All the shares of the Company are common, registered, with voting rights, have been listed on the Athens Stock Exchange and
have all the rights and obligations arising from the Company's Articles of Association and are determined by law.
The share capital of the Company currently amounts to € 75.106 thousand and is divided into 35.764.593 common registered
shares, with a nominal value of € 2,10 each. All the shares of the Company are common, registered, with voting rights, they
are listed in the Athens Stock Exchange and have all the rights and obligations arising from the Company's Articles of
Association and are determined by law.
The Company on 31.12.2021 owned a total of 343.618 treasury shares with a total nominal value of € 722 thousand and
acquisition cost of € 598 thousand. The treasury shares held on 31.12.2021 correspond to the 0,96% of the Company's share
capital.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
31
2. Restrictions on transfer of Company’s shares
There are no restrictions imposed by the Company’s articles of association as regards to the transfer of shares other than those
imposed by the Law.
3. Significant direct or indirect shareholdings
At the date of approval of the Financial Statements for the year ended December 31, 2021 the significant direct or indirect
shareholders following the meaning of articles 9 to 11 of Law 3556/2017 are:
Last Name
Name
Father’s name
Number of shares
(%)
Fessas
Theodoros
Dimitris
13.444.093
37,6
Koutsoureli
Eftichia
Sofoklis
6.014.689
16,8
4. Shares providing special rights
The Company has not any issued class of Shares which provide special control rights to their holders.
5. Restrictions of voting rights
The Company's Articles of Association do not provide for any restrictions on voting rights.
6. Agreements between shareholders of the Company
There are no shareholder agreements, which imply restrictions on the transfer of the Company's shares or on the exercise of
voting rights deriving from its shares.
7. Rules for the appointment and replacement of members of the Board of Directors, as well as for the amendment of the
Articles of Association, which differ from the provisions of the Law. 4548/2018.
The rules in the Articles of Association of the Company for the appointment and replacement of the members of the Board of
Directors and amendment the articles of Association, do not differ from the provisions of the provisions of Law 4548/2018.
8. Authority of the Board of Directors or of certain members, to issue new shares or the purchase own shares according to
article 49 of Law 4548/2018
According to the decision of the Extraordinary General Meeting of 30.03.2020, the Company may purchase its own equity
shares, up to 10% of the paid-up Share Capital, based on the provisions of article 49 of Law 4548/2018, as in force, within the
provided by law period of 24 months, with a minimum purchase price of € 0,10 per share and a maximum purchase price of €
5,00 per share, in order to reduce the Capital, to grant shares to the staff or anything else within the provisions of the Law.
The Board of Directors was authorized to implement the decision. At the end of the closing year, the Company owned a total
of 343.618 treasury shares with a total nominal value of € 722 thousand and acquisition of € 598 thousand. The treasury shares
held on 31.12.2021 correspond to the 0,96% of the Company's share capital.
9. Significant agreements concluded by the Company which enter into force, amended or terminated in the event of change
of control of the Company following a public tender offer.
There are no agreements which will be put into effect, amended or terminated upon a change in the controlling interests of
the Company’s share capital, following a public offer.
10. Significant agreements concluded between the Company and members of the Board of Directors or its employees
There are no special agreements between the Company and members of its Board of Directors or its staff, which provide for
the payment of compensation especially in case of resignation or dismissal without a valid reason or termination of their term
or employment due to a public offer.
The Board of Directors
Kallithea, March 28th, 2022
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
32
The Chairman
The Chief Executive Officer
Theodoros Fessas
Anna Apostolidou
ID No. AΕ106909
ID No. AΜ540378
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
33
Independent Auditor’s Report
[Translation from the original text in Greek]
To the
Shareholders of “BriQ Properties R.E.I.C.”
Report on the audit of the separate and consolidated financial statements
Our opinion
We have audited the accompanying separate and consolidated
financial statements of “BriQ Properties
R.E.I.C.” (Company and Group) which comprise the
separate and consolidated statement of financial
position as of 31 December 2021, the separate and consolidated statements of profit or loss and other
comprehensive income, changes in equity and cash flow statements for the year then ended, and
notes
to the
separate and consolidated financial statements, including a summary of significant accounting
policies.
In our opinion, the consolidated financial statements present fairly, in all material respects the separate
and consolidated financial position of the Company and the Group as at 31 December 2021, their
separate and consolidated financial performance and their separate and consolidated cash flows for
the year then ended in accordance with International Financial Reporting Standards, as adopted by the
European Union and comply with the statutory requirements of Law 4548/2018
.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs), as they have
been transposed into Greek Law. Our responsibilities under those standards are further described in
the Auditor’s responsibilities for the audit of the separate and co
nsolidated financial statements section
of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
During our audit we remained independent of the Company and the Group in accordance with the
International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants
(IESBA Code) that has been transposed into Greek Law, and the ethical requirements of Law
4449/2017 and of Regulation (EU) No 537/2014, that are relevant to the audit of the separate and
consolidated financial statements in Greece. We have fulfilled our other ethical responsibilities in
accordance with Law 4449/2017, Regulation (EU) No 537/2014 and the requirements of the IESBA
Code.
We declare that the non-audit services that we have provided to the Company and its subsidiaries are
in accordance with the aforementioned provisions of the applicable law and regulation and that we
have not provided non-audit services that are prohibited under Article 5(1) of Regulation (EU) No
537/2014.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
34
The non-audit services that we have provided to the Company and its subsidiaries, in the period from 1
January 2021 and during the year ended as at 31 December 2021, are disclosed in the note 22 to the
separate and consolidated financial statements.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the separate and consolidated financial statements of the current period. These matters were
addressed in the context of our audit of the separate and consolidated financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter
Our procedures in relation to the Key Audit
Matter
Valuation of Investment Property
(Notes 2.3.3, 4 and 6 in the separate and
consolidated financial statements)
The Company’s and the Group’s investment
property portfolio comprises mainly of offices,
storage locations, hotels and retail facilities. The
Company and the Group measures investment
properties at fair value according to the provisions
of International Accounting Standard 40 and Joint
Ministerial Decision 26294/Β.1425/19.07.2000
(Greek Official Government Gazette issue No.
949/31.07.2000), using the discounted cash flow
method in combination with the comparative
method.
The value of the Company’s and the Group’s
property is a result of the weighted average of the
values resulting from the aforementioned
valuation methods and this accounting policy has
been consistently applied to the prior year
financial statements.
Pursuant to the provisions of Law 2778/1999,
management engages certified valuators to carry
out the valuation of the Company's and the
Group’s investment properties at each reporting
date, in order to support the estimates that form
the appropriate basis
of these properties’ fair
value determination.
Our audit procedures relating to the Company’s
and the Group’s investment property portfolio for
the year ended 31 December 2021 included the
following:
•
We reviewed the procedures applied by the
Company and the Group and the relevant
decisions of the Board of Directors over the
acquisition of new investment property. We
confirmed the purchase price of new
investment property with the purchase
agreements in place and we have reviewed
the fair value as determined by the certified
valuators at the acquisition date. We
compared the purchase price with the fair
value of the investment property as at 31
December 2021 in order to assess the
reasonableness of the movement.
•
We obtained an understanding of the
processes followed by management for the
valuation of investment properties.
•
We obtained the valuations prepared by
management’s certified valuators as of 31
December 2021.
•
We reconciled the fair value of the
investment property as presented in the
valuation reports to the Company’s and the
Group’s accounting records.
•
We received and reviewed the contract
between the certified valuators and the
companies of the Group to assess the scope
and terms of their engagement.
•
We evaluated and verified the independence
of the Group’s external certified valuators,
their capabilities and objectivity. We found no
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
35
As at the valuation date, the independent certified
valuators included, with regard to properties
belonging to hospitality sector, a material
valuation uncertainty clause in their report, as
defined in International Valuation Standards, as a
result of the coronavirus COVID-19 pandemic.
This clause highlights the difficulties in
undertaking valuations due to the absence of
relevant transactional evidence that demonstrate
current market pricing, representing an increase
in the significant estimation uncertainty in the
valuation of investment properties pertaining
primarily to hotels. Therefore, less certainty and a
higher degree of caution, should be attached to
the point estimate valuation.
The fair value of the investment property was
adopted by management on 23 February 2022
through the Board of Directors approval of the
Statement of Investments for the year ended as
at 31 December 2020 that was prepared in
accordance with the requirements of article 25 of
Law 2778/1999.
As stated in Note 6 of the financial statements,
according to the estimates made by the certified
valuators and the management, the fair value of
the Company's and the Group’s investment
property amounted to € 86,1 mil and €
120,8 mil
respectively as at 31 December 2021,
representing 70,1% and 94,1% of the Company’s
and the Group’s total assets while the revaluation
of the aforementioned investment property for the
year 2021 resulted in gain of amount € 701k and
€ 416 k for t
he Company and the Group
respectively, and has been appropriately
recorded in the separate and consolidated
Statement of Profit or Loss and Other
Comprehensive Income.
Key assumptions that involve significant
judgement, such as discount rates including
capitalization rates, capital expenditure and other
ownership expenses form the basis for the
determination of the fair value of the Company’s
and the Group’s investment property.
Additionally, factors such as the location, age and
utilities of the property, the market conditions,
future rental revenue including related
adjustments as required, and exit yields at the
maturity of lease agreements have direct impact
in the calculation of the property fair value.
evidence to suggest that the independence
of the valuators was compromised.
•
For the investment property, we confirmed
that the valuation methods used were
acceptable according to International
Valuation Standards and were considered
appropriate for the determination of the fair
value of the investment property as at 31
December 2021.
•
We examined, on a sample basis, the
accuracy and relevance of the data provided
by management to the certified valuators and
used for the determination of the fair value of
the Group’s investment properties as at 31
December 2021. These data related to
information relevant to the lease rentals of
the investment property as derived from
signed rental contracts as well as other
information including relevant notarial
documents.
•
In addition, we have used the services of
experts in property valuation, in order to
evaluate, on a sample basis, the
appropriateness of the methodology used
and the relevance of the underlying key
assumptions adopted in the valuations, such
as capitalisation rates (exit yields to maturity
and discount rates) and the market rents of
the individual lease agreements.
•
We met with the Group’s certified valuers to
develop an understanding of their approach
and judgments made in the valuations of
investment property. We discussed any
adjustment to the assumptions made in their
valuations and assessed whether those the
assumptions were appropriate in light of the
coronavirus COVID-19 outbreak.
•
From the audit procedures performed we
concluded that the valuations were based on
reasonable assumptions and appropriate
data, taking into account the current market
conditions and trends that have developed in
real estate market. Furthermore, the rental
income from the lease of the Group’s
investment properties was supported by the
agreements in place, while the discount
rates, the market rents and exit yields were in
line with our expectations, based on the
current market conditions.
•
Finally, we confirmed that the disclosures
included in Note 6 of the separate and
consolidated financial statements were
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
36
We focused on this matter because of:
•
The significant size of investment property in
the separate and consolidated financial
statements
•
The subjective nature and the use of
judgement for the selection of the appropriate
methods and sources of data, in making the
assumptions and estimates used by the
management in the context of investment
properties’ valuation carried at fair value
•
The sensitivity of valuations to changes in the
used assumptions (such as rates concerning
less active markets, discount rates and yields
to maturity)
•
The wider challenges the real estate market
currently facing as a result of coronavirus
COVID-19 pandemic.
sufficient and appropriate in line with the
requirements of International Accounting
Standard 40. The disclosures in Note 4, in
relation to the material valuation uncertainty,
within the separate and consolidated
financial statements were sufficient and
appropriate in highlighting the increased
estimation uncertainty in respect of the
properties belonging to hospitality sector, as
a result of the coronavirus COVID-19
outbreak.
Other Information
The members of the Board of Directors are responsible for the Other Information. The Other
Information, which is included in the Annual Report in accordance with Law 3556/2007, is the
Statements of Board of Directors members and the Board of Directors Report (but does not include the
financial statements and our auditor’s report thereon), which
we obtained prior to the date of this
auditor’s report.
Our opinion on the separate and consolidated financial statements does not cover the Other
Information and except to the extent otherwise explicitly stated in this section of our Report, we do not
express an audit opinion or other form of assurance thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility is
to read the Other Information identified above and, in doing so, consider whether the Other Information
is materially inconsistent with the separate and consolidated financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated.
We considered whether the Board of Directors Report includes the disclosures required by Law
4548/2018 and the Corporate Governance Statement required by article 152 of Law 4548/2018 has
been prepared.
Based on the work undertaken in the course of our audit, in our opinion:
•
The information given in the the Board of Dir
ectors’ Report for the year ended at 31 December
2021 is consistent with the separate and consolidated financial statements,
•
The Board of Directors’ Report has been prepared in accordance with the legal requirements of
articles 150 and 153 of Law 4548/2018,
•
The Corporate Governance Statement provides the information referred to items c and d of
paragraph 1 of article 152 of Law 4548/2018, as the case may be.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
37
In addition, in light of the knowledge and understanding of the Company and the Group and their
environment obtained in the course of the audit, we are required to report if we have identified material
misstatements in the Board of Directors’ Report and Other Information that we
obtained prior to the
date of this auditor’s report. We have nothing to report in this respect.
Responsibilities of Board of Directors and those charged with governance for the separate and
consolidated financial statements
The Board of Directors is responsible for the preparation and fair presentation of the separate and
consolidated financial statements in accordance with International Financial Reporting Standards, as
adopted by the European Union and comply with the requirements of Law 4548/2018, and for such
internal control as the Board of Directors determines is necessary to enable the preparation of separate
and consolidated financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the separate and consolidated financial statements, the Board of Directors is responsible
for assessing the Company’s and Group’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless
Board of Directors either intends to liquidate the Company and Group or to cease operations, or has no
realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s and Group’s financial
reporting process.
Auditor’s responsibilities for the audit of the separate and consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the separate and consolidated
financial statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these separate and consolidated financial
statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the separate and consolidated
financial statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide
a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company
’s and Group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors.
•
Conclude on the appropriateness of Board of Directors’ use of
the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s and Group’s
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
38
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the separate and
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion.
Our co
nclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Company and Group to cease to
continue as a going concern.
•
Evaluate the overall presentation, structure and content of the separate and consolidated
financial statements, including the disclosures, and whether the separate and consolidated
financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the Company
and Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the separate and consolidated financial statements of the
current period and are therefore the key audit matters. We describe these matters in our auditor’s
report.
Report on other legal and regulatory requirements
1.
Additional Report to the Audit Committee
Our opinion on the accompanying separate and consolidated financial statements is consistent with
our Additional Report to the Audit Committee of the Company.
2.
Appointment
We were first appointed as auditors of the Company under the No 33100-07/10/2016 Notarisation Act
approving the Articles of Incorporation of the Company. Our appointment has been renewed annually
by the decision of the annual general meeting of shareholders for a total uninterrupted period of
appointment of five years.
3.
Operating Regulation
"The Company has an Operating Regulation in accordance with the content provided by the provisions
of article 14 of Law 4706/2020".
4.
Assurance Report on the European Single Electronic Format
We have examined the digital files of the Company, which were compiled in accordance with the
European Single Electronic Format (ESEF) defined by the Commission Delegated Regulation (EU)
2019/815, as amended by Regulation (EU) 2020/1989 (hereinafter “ESEF Regulation”), and which
include the separate and consolidated financial statements of the Company and the Group for the year
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
39
ended December 31, 2021, in XHTML format
“
213800TBZBVWRUAOPV78-2021-12-31-el.x
html”
, as
well as the provided XBRL file
“
213800TBZBVWRUAOPV78-2021-12-31-el.zip
”
with the appropriate
marking up, on the aforementioned consolidated financial statements.
Regulatory framework
The digital files of the European Single Electronic Format are compiled in accordance with ESEF
Regulation and 2020 / C 379/01 Interpretative Communication of the European Commission of 10
November 2020, as provided by Law 3556/2007 and the relevant announcements of the Hellenic
Capital Market Commission and the Athens Stock Exchange (hereinafter “ESEF Regulatory
Framework”).
In summary, this Framework includes the following requirements:
• All annual financial reports should be prepared in XHTML format.
• For consolidated financial statements in accordance with International Financial Reporting Standards,
the financial information stated in the Statement of Comprehensive Income, the Statement of
Financial Position, the Statement of Changes in Equity and the Statement of Cash Flows should be
marked-up with XBRL 'tags', according to the ESEF Taxonomy, as in force. The technical
specifications for ESEF, including the relevant classification, are set out in the ESEF Regulatory
Technical Standards.
The requirements set out in the current ESEF Regulatory Framework are suitable criteria for
formulating a reasonable assurance conclusion.
Responsibilities of the management and those charged with governance
The management is responsible for the preparation and submission of the separate and consolidated
financial statements of the Company and the Group, for the year ended December 31, 2021, in
accordance with the requirements set by the ESEF Regulatory Framework, as well as for those internal
controls that management determines as necessary, to enable the compilation of digital files free of
material error due to either fraud or error.
Auditor’s
responsibilities
Our responsibility is to plan and carry out this assurance work, in accordance with no. 214/4 /
11.02.2022 Decision of the Board of Directors of the Hellenic Accounting and Auditing Standards
Oversight Board (HAASOB) and the "Guidelines in relation to the work and the assurance report of the
Certified Public Accountants on the European Single Electronic Format (ESEF) of issuers with
securities listed on a regulated market in Greece" as issued by the Board of Certified Auditors on
14/02/2022 (hereinafter "ESEF Guidelines"), providing reasonable assurance that the separate and
consolidated
financial statements of the Company and the Group prepared by the management in
accordance with ESEF comply in all material respects with the current ESEF Regulatory Framework.
Our work was carried out in accordance with the Code of Ethics for Professional Accountants of the
International Ethics Standard Board for Accountants (IESBA Code), which has been transposed into
Greek Law and in addition we have fulfilled the ethical responsibilities of independence, according to
Law 4449/2017 and the Regulation (EU) 537/2014.
The assurance work we conducted is limited to the procedures provided by the ESEF Guidelines and
was carried out in accordance with International Standard on Assurance Engagements 3000,
“Assurance Engagements other than Audits or Reviews of Historical Financial Information''.
Reasonable assurance is a high level of assurance, but it is not a guarantee that this work will always
detect a material misstatement regarding non-compliance with the requirements of the ESEF
Regulation.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
40
Conclusion
Based on the procedures performed and the evidence obtained, we conclude that the separate and
consolidated financial statements of the Company and the Group for the year ended December 31,
2021, in XHTML file format
“
213800TBZBVWRUAOPV78-2021-12-31-el.x
html”
, as well as the provided
XBRL file
“
213800TBZBVWRUAOPV78-2021-12-31-el.zip
”
with the appropriate marking up, on the
aforementioned consolidated financial statements have been prepared, in all material respects, in
accordance with the requirements of the ESEF Regulatory Framework.
Athens, 29 March 2022
The Certified Auditor
PricewaterhouseCoopers S.A.
Certified Auditors
268 Kifissias Avenue
152 32 Halandri
Evangelos Venizelos
SOEL reg. no 113
SOEL Reg No 39891
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
41
BriQ Properties R.E.I.C.
Separate and Consolidated Annual Financial Statements
for the financial year from January 1st, 2021 to December 31st, 2021
in accordance with International Financial Reporting Standards
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
42
Group and Company Statement of financial position
Note
Group
Company
31.12.2021
31.12.2020
31.12.2021
31.12.2020
ASSETS
Non-current assets
Investment Property
6
120.768
106.001
86.080
72.860
Investment in subsidiaries
7
-
-
31.890
27.425
Property Plant and equipment
8
1.339
312
1.201
161
Right of Use Assets
10
22
75
22
29
Intangible assets
9
-
1
1
Trade and other receivables
11
684
329
299
329
122.813
106.718
119.492
100.805
Current assets
Trade and other receivables
11
1.312
1.973
868
1.233
Cash and cash equivalents
12
4.277
2.067
2.483
899
5.589
4.040
3.351
2.132
Total assets
128.402
110.758
122.843
102.937
SHAREHOLDERS’ EQUITY AND LIABILITIES
Shareholders’ equity
Share capital
13
75.106
75.106
75.106
75.106
Treasury shares
13
(598)
(455)
(598)
(455)
Reserves
14
1.539
1.307
1.453
1.307
Retained earnings
13.212
8.058
11.708
6.846
Total equity attributable to the shareholders
of the Parent company
89.259
84.016
87.669
82.804
Non-controlling interests
6.391
6.118
-
-
Total Equity
95.650
90.134
87.669
82.804
LIABILITIES
Non-current liabilities
Borrowings
16
28.575
7.979
28.508
7.924
Retirement benefit obligations
15
10
17
10
17
Government grants
3
5
-
-
Lease liability
16
46
16
23
Trade and other payables
17
434
771
434
771
29.038
8.818
28.968
8.735
Current liabilities
Trade and other payables
17
2.004
1.243
5.063
1.139
Current tax liabilities
126
199
45
39
Lease liabilities
6
30
6
6
Borrowings
16
1.578
10.334
1.092
10.214
3.714
11.806
6.206
11.398
Total liabilities
32.752
20.624
35.174
20.133
Total shareholders’ equity and liabilities
128.402
110.758
122.843
102.937
The notes to the financial statements on pages 48 to 80 are an integral part of this Separate and Consolidated Financial
Information.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
43
Group and Company Statement of profit or loss and other comprehensive income
Note
Group
Company
01.01.2021
to
01.01.2020
to
01.01.2021
to
01.01.2020
to
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Rental Income
18
6.064
3.681
3.690
3.361
6.064
3.681
3.690
3.361
Net gain/(loss) on fair value adjustments
of investment property
6
4.431
416
4.327
(701)
Net gain/(loss) on disposals of investment
property
75
-
75
-
Direct property related expenses
19
(260)
(176)
(217)
(156)
Property Tax expense
20
(643)
(393)
(372)
(369)
Employee benefit expenses
21
(572)
(411)
(572)
(411)
Other operating expenses
22
(374)
(464)
(327)
(428)
Depreciation and amortization
8,9,10
(29)
(16)
(16)
(15)
Other profit / (loss) net
25
(6)
12
880
1
Operating profit
8.686
2.649
7.468
1.282
Finance income
23
214
36
214
36
Finance expenses
23
(476)
(527)
(465)
(526)
Financial income - net
(262)
(491)
(251)
(490)
Profit/ (Loss) before tax
8.424
2.158
7.217
792
Corporate tax
24
(128)
(88)
(84)
(83)
Profit/ (Loss) for the year
8.296
2.070
7.133
709
Attributable to the:
Shareholders of the Company
7.802
1.922
7.133
709
Shareholders of non-controlling interests
494
148
-
-
8.296
2.070
7.133
709
Other Comprehensive Income:
Items that may be reclassified to profit /
loss
Actuarial gains (losses)
(1)
1
(1)
1
(1)
1
(1)
1
Total Comprehensive Income:
8.295
2.071
7.132
710
Attributable to the:
Shareholders of the Company
7.801
1.923
7.132
710
Shareholders of non-controlling interests
494
148
-
-
8.295
2.071
7.132
710
Gains / (losses) per share attributable to
shareholders (expressed in € per share)
Basic and diluted earnings (loss) per share
26
0,220
0,054
0,201
0,020
The notes to the financial statements on pages 48 to 80 are an integral part of this Separate and Consolidated Financial
Information.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
44
Group Statement of changes in Equity
Group
Note
Share
Capital
Treasury
shares
Reserves
Retained
Earnings
Non
Controlling
interest
Total
Equity
Balance January 1st, 2020
75.106
-
2.866
5.972
-
83.944
Profit/(Losses) for the year
-
-
-
1.922
148
2.070
Other comprehensive income for the year
-
-
-
1
-
1
Total comprehensive income for the year
-
-
-
1.923
148
2.071
Purchase of treasury shares
13
-
(455)
-
-
-
(455)
Dividend relating to 2019 approved by the
shareholders
-
-
-
(1.395)
-
(1.395)
Transfers
-
-
(1.583)
1.583
-
-
Acquisition of subsidiary
7
-
-
-
-
5.970
5.970
Legal reserve
-
-
24
(24)
-
-
Balance December 31st, 2020
75.106
(455)
1.307
8.058
6.118
90.134
Balance January 1st, 2021
75.106
(455)
1.307
8.058
6.118
90.134
Profit/(Losses) for the year
-
-
-
7.802
494
8.296
Other comprehensive income for the year
-
-
-
(1)
-
(1)
Total comprehensive income for the year
-
-
-
7.801
494
8.295
Purchase of treasury shares
13
-
(143)
-
-
-
(143)
Dividend relating to 2020 approved by the
shareholders
25
-
-
-
(2.124)
-
(2.124)
Temporary dividend for the year 2021 by a
subsidiary of the Group
-
-
-
-
(221)
(221)
Share capital increase expenses
-
-
-
(25)
-
(25)
Acquisition of subsidiary
7
-
-
-
(265)
-
(265)
Legal reserve
-
-
232
(243)
-
-
Balance December 31st, 2021
75.106
(598)
1.539
13.212
6.391
95.650
The notes to the financial statements on pages 48 to 80 are an integral part of this Separate and Consolidated Financial
Information.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
45
Company Statement of changes in Equity
Company
Note
Share
Capital
Treasury
shares
Reserves
Retained
Earnings
Total Equity
Balance January 1st, 2020
75.106
-
2.866
5.972
83.944
Profit/(Losses) for the year
-
-
-
709
709
Other comprehensive income for the year
-
-
-
1
1
Total comprehensive income for the year
-
-
-
710
710
Purchase of treasury shares
-
(455)
-
-
(455)
Dividend relating to 2019 approved by the
shareholders
-
-
-
(1.395)
(1.395)
Transfers
-
-
(1.583)
1.583
-
Legal reserve
-
-
24
(24)
-
Balance December 31st, 2020
75.106
(455)
1.307
6.846
82.804
Balance January 1st, 2021
75.106
(455)
1.307
6.846
82.804
Profit/(Losses) for the year
-
-
-
7.133
7.133
Other comprehensive income for the year
(1)
(1)
Total comprehensive income for the year
-
-
-
7.132
7.132
Purchase of treasury shares
-
(143)
-
-
(143)
Dividend relating to 2020 approved by the
shareholders
25
-
-
-
(2.124)
(2.124)
Legal reserve
-
-
146
(146)
-
Balance December 31st, 2021
75.106
(598)
1.453
11.708
87.669
The notes to the financial statements on pages 48 to 80 are an integral part of this Separate and Consolidated Financial
Information.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
46
Group Cash Flow Statement
Group
Note
01.01.2021
to
01.01.2020
to
Cash flows from operating activities
31.12.2021
31.12.2020
Profit / (loss) before tax
8.424
2.158
Adjustments for:
Depreciation
29
16
Provision
160

(Increase)/ Decrease of fair value of investment properties
6
(4.431)

70

(416)
Gains on disposal on investment property
(75)
-
Provisions for retirement benefits obligations
(8)
10
Finance (income) / exprense
262
491
Other
(73)
-
Changes in working capital
(Increase) / Decrease in receivables
(77)
(1.014)
Increase / (Decrease) in payables
334
460
Interest paid
(549)
(325)
Tax paid
(201)
(98)
Net cash flows from operating activities
3.795
1.352
Cash flows from investing activities
increase / decrease of construction VAT
11
456
(500)
Purchases of Property Plant and equipment
(4)
(32)
Purchases of investment property
6
(4.509)
(10.033)
Subsequent capital expenditure on investment properties
6
(1.505)
(302)
Advances and charges related to real estate under construction
6
(6.314)
(3.483)
Proceeds from sale of investment properties
1.023
-
Acquisition of a subsidiary (excluding cash and cash equivalents
acquired)
(265)
(26.388)
Net cash used in investing activities
(11.118)
(40.738)
Cash flows from financing activities
Purchase of treasury shares
13
(143)
(455)
Share issue related cost
(25)
-
Repayments of borrowings
16
(22.292)
(12.586)
Proceeds short term borrowings
11.710
10.137
Proceeds from bond issue
22.628
8.100
Proceeds from government loan - grant
12
60
Lease payments - capital
(13)
24
Dividends paid and distributed to shareholders of the Company
(2.123)
(1.395)
Dividends paid and distributed by the Group's subsidiaries to minority
shareholders
(221)
-
Net cash from financing activities
9.533
3.885
Net increase / (decrease) in cash and cash equivalents
2.210
(35.501)
Cash and cash equivalents at the beginning of the year
2.067
37.568
Cash and cash equivalents at the end of the year
12
4.277
2.067
The notes to the financial statements on pages 48 to 80 are an integral part of this Separate and Consolidated Financial
Information.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
47
Company Cash Flow Statement
Company
Note
01.01.2021 to
01.01.2020 to
Cash flows from operating activities
31.12.2021
31.12.2020
Profit / (loss) before tax
7.217
792
Adjustments for:
Depreciation
16
15
Provision
160
70
(Increase)/ Decrease of fair value of investment properties
6
(4.327)
701
Gains on disposal on investment property
(75)
-
Dividends Received
(888)
-
Provision for staff compensation - exit / (income) year
(8)
10
Finance (income) / exprense
251
490
Other
(73)
-
Changes in working capital
(Increase) / Decrease in receivables
10
(715)
Increase / (Decrease) in payables
(57)
393
Interest paid
(546)
(324)
Tax paid
(78)
(80)
Net cash flows from operating activities
1.602
1.352
Cash flows from investing activities
Participation in subsidiaries’ capital increase
(630)
-
increase / decrease of construction VAT
11
456
(500)
Purchases of Property Plant and equipment
7,8
(4)
(32)
Purchases of investment property
6
(4.509)
(10.033)
Acquisition of a subsidiary (excluding cash and cash equivalents
acquired)
(265)
(27.425)
Advances and charges related to real estate under construction
6
(6.314)
(3.483)
Proceeds from sale of investment properties
1.023
-
Dividends received
888
-
Subsequent capital expenditure on investment properties
(62)
(253)
Net cash used in investing activities
(9.417)
(41.226)
Cash flows from financing activities
Purchase of treasury shares
(143)
(455)
Repayments of borrowings
16
(22.307)
(12.586)
Proceeds short term borrowings
16
11.350
10.017
Proceeds from bond issue
16
22.628
8.100
Lease payments - capital
(6)
24
Dividends paid
25
(2.123)
(1.395)
Net cash from financing activities
9.399
3.705
Net increase / (decrease) in cash and cash equivalents
1.584
(36.669)
Cash and cash equivalents at the beginning of the year
899
37.568
Cash and cash equivalents at the end of the year
12
2.483
899
The notes to the financial statements on pages 48 to 80 are an integral part of this Separate and Consolidated Financial
Information.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
48
Notes to the Financial Statements
1.
General Information
The Separate and Consolidated Financial Statements for the year from 01 January 2021 to 31 December 2021 include the
separate financial statements of BriQ Properties Real Estate Investment Company (the" Company ") and the consolidated
financial statements of the Company and its subsidiaries "Plaza Hotel Skiathos M.S.A." and "Sarmed Warehouses S.A.",
(together "the Group").
BriQ Properties R.E.I.C. (the "Company") was established on 21 October 2016 under the name "BriQ Properties Real Estate
Investment Company" and the distinctive title "BriQ Properties R.E.I.C." has been registered in the General Commercial
Registry (G.E.MI). with the Number 140330201000 and Tax Registration Number 997521479 in accordance with law
4548/2018, law 2778 / 1999 and law 4209 / 2013 as amended and in force.
The Company is a Real Estate Investment Company (R.E.I.C.), licensed by the Hellenic Capital Market Commission under
number 757 / 31.05.2016. Its operation is in accordance with Law 2778/1993, Law 4209/2013 and Law 4548/2018, as well as
by regulatory decisions and circulars of the Hellenic Capital Market Commission and the Ministries of Economy and Finance.
The exclusive purpose of the Company is the acquisition and management of real estate and investing according to Article 22
of Law 2778/1999, as in force. Also, since its establishment, the Company has been supervised and controlled by the Hellenic
Capital Market Commission regarding its obligations as REIC, as well as for the compliance of the Hellenic Capital Market
legislation and the corporate governance rules, and further, is supervised by the competent Attica Region as a societe anonyme
and by the Athens Stock Exchange as a listed company and operates in Greece.
From 31.07.2017 the shares of the Company are traded on the Main Market of the Athens Stock Exchange.
On March 30, 2020 the Board of Directors of the Company was reconstituted in accordance with the decision of the Ordinary
General Meeting of Shareholders of March 30, 2020 with the addition of Mrs. Eleni Linardou. The new 8-member Board of
Directors elected by the Ordinary General Meeting of Shareholders of March 30, 2020, which appointed its independent non-
executive members in accordance with article 87 par. 5 Law 4548/2018 and article 3 Law. 3016/2002, was formed on the same
day in a body, has a four-year term, until April 1, 2024, and its term will be automatically extended until the first Ordinary
General Meeting of the Company's shareholders after its expiration.
Following the resignation of Mr. Tamvakakis, Vice Chairman of the Board of Directors of the Company, the Board of Directors
of the Company in its meeting of 14.07.2021 and following a proposal of the Remuneration and Nominations Committee of
the Company, elected Mr. Papaefstratiou - until recently of the Board of Directors, as its Vice President.
Following the above, the new seven-member Board of Directors, with its composition remaining unchanged, was reorganized
into a body for the remainder of its four-year term, ie until April 1, 2024, which may be automatically extended until the first
Ordinary General Meeting of the Company's shareholders after its expiration, as follows:
1. Theodoros, Dimitriou, Fessas, Chairman of the Board, Non-Executive Member
2. Efstratios, Dimitriou, Papaefstratiou, Independent Non-Executive Member
3. Anna, Georgiou, Apostolidou, CEO, Executive Member
4. Apostolos, Miltiadi, Georgantzis, Executive Member
5. Eftychia, Sophocles, Koutsoureli,, Non-Executive Member
6. Markos, Grigoriou, Bitsakos,, Non-Executive Member
7. Eleni, Dimitriou, Linardou, Independent Non-Executive Member
The above change in the composition of the Board of Directors will be announced at the next General Assembly in accordance
with art. 7 of the Company's Articles of Association, art. 82 of Law 4548/2018 and art. 9 par. 4 of law 4706/2020.
The headquarters of Company are on 25 Alexandrou Pantou Street, 176 71 Kallithea, Attica. The Company's website is:
www.briqproperties.gr
. On 13.12.2022 the Company started a branch in the Municipality of Athens in the prefecture of Attica
on Mitropoleos Street no. 3 Postal Code. 10557, in privately owned horizontal property.
Τhe total number of employees of the Company as at December 31, 2021 was 8 (31.12.2020: 6).
The Separate and Consolidated Financial Statements for the year ended 31 December 2021 were prepared in accordance with
International Financial Reporting Standards ("IFRS") as adopted by the European Union, approved by the Board of Directors
on 28.03.2022 and will be submitted for approval at the General Meeting of the Shareholders of the Company.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
49
2.
Principles for the preparation of the Financial Statements
2.1
Framework for the preparation of the Financial Statements
The Separate and Consolidated financial statements include the financial data of the Company and its subsidiaries "Plaza Hotel
Skiathos M.S.A." and "Sarmed Warehouses SA.", ("Subsidiaries" together with the Company referred to as "Group").
The Separate and Consolidated Financial Statements have been prepared in accordance with International Financial Reporting
Standards (IFRS) and IFRS Interpretations, as adopted by the European Union.
The basic accounting policies applied for the preparation of these financial statements are presented below.
The financial statements have been prepared on a going concern basis, applying the principle of historical cost, as amended
to include the valuation of real estate investments at fair value.
The preparation of financial statements in accordance with IFRS requires that Management makes accounting estimates, and
judgments in applying the relevant accounting policies. Areas that involve complex transactions and have a high degree of
subjectivity or assumptions and estimates that are relevant to the financial statements are listed in Note 4.
Going concern
The Group and the Company cover their daily needs for working capital through the generated cash flows and the relevant
resources at their disposal, including bank loans.
The spread of coronavirus (COVID-19) creates pressures and restrictions on the level of leases of the Group and the Company,
as well as on their liquidity for the foreseeable future. Despite the adversities imposed by the COVID-19 pandemic in the year
2021, the Company managed to continue its activity smoothly, with significant growth and increase of its results.
The effects of COVID-19 coronavirus on the value of the properties and the income of the Group, as well as the measures taken
by the Group are mentioned in Note 4.
However, taking into account the long-term lease agreements concluded by the Company, the dispersion and the solvency of
its tenants, the dispersion of the real estate portfolio based on the real estate estimates of 31.12.2021 in warehouses - logistics
(48,7%), offices (28,9%), hotels (17,1%), special purpose properties (2,9%), shops (1,7%) and plots (0,6%) and the sufficient
liquidity it has, the reasonable expectation that the Company has sufficient resources to continue its business smoothly in the
near future.
Therefore, the Group continues to apply the "going concern basis" in the preparation of the financial statements for the year
ended December 31, 2021.
2.2
New standards, amendments to standards and interpretations
Standards and interpretations have been issued that are mandatory for periods beginning on or after 1 January 2021. The
Group’s evaluation of the effect of these new standards, amendments to standards and interpretations is as follows:
Standards and Interpretations effective for the current financial year
IFRS 16
(Amendment) ‘Covid-19-Related Rent Concessions’
The amendment provides lessees (but not lessors) with relief in the form of an optional exemption from assessing whether a
rent concession related to COVID-19 is a lease modification. Lessees can elect to account for rent concessions in the same way
as they would for changes which are not considered lease modifications.
IFRS 4
(Amendment) ‘Extension of the Temporary Exemption from Applying IFRS 9’
The amendment changes the fixed expiry date for the temporary exemption in IFRS 4 ‘Insurance Contracts’ from applying IFRS
9 ‘Financial Instruments’, so that entities would be required to apply IFRS 9 for annual periods beginning on or after 1 January
2023.
IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 (Amendments) ‘Interest rate benchmark reform – Phase 2’
The amendments complement those issued in 2019 and focus on the effects on financial statements when a company replaces
the old interest rate benchmark with an alternative benchmark rate as a result of the reform. More specifically, the
amendments relate to how a company will account for changes in the contractual cash flows of financial instruments, how it
will account for the change in its hedging relationships and the information it should disclose.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
50
Standards and Interpretations effective for subsequent periods
IFRS 16
(Amendment) ‘Covid-19-Related Rent Concessions’
(effective for annual periods beginning on or after 1 April 2021)
The amendment extends the application period of the practical expedient in relation to rent concessions by one year to cover
rental concessions that reduce leases due only on or before 30 June 2022.
IFRS 17 ‘Insurance contracts’ and Amendments to IFRS 17
(effective for annual periods beginning on or after 1 January 2023)
IFRS 17 has been issued in May 2017 and, along with the Amendments to IFRS 17 issued in June 2020, supersedes IFRS 4. IFRS
17 establishes principles for the recognition, measurement, presentation and disclosure of insurance contracts within the
scope of the Standard and its objective is to ensure that an entity provides relevant information that faithfully represents those
contracts. The new standard solves the comparison problems created by IFRS 4 by requiring all insurance contracts to be
accounted for in a consistent manner. Insurance obligations will be accounted for using current values instead of historical
cost.
IAS 16
(Amendment) ‘Property, Plant and Equipment – Proceeds before Intended Use’
(effective for annual periods beginning
on or after 1 January 2022)
The amendment prohibits an entity from deducting from the cost of an item of PP&E any proceeds received from selling items
produced while the entity is preparing the asset for its intended use. It also requires entities to separately disclose the amounts
of proceeds and costs relating to such items produced that are not an output of the entity’s ordinary activities.
IAS 37 (Amendment) ‘Onerous Contracts – Cost of Fulfilling a Contract’
(effective for annual periods beginning on or after 1
January 2022)
The amendment clarifies that ‘costs to fulfil a contract’ comprise the incremental costs of fulfilling that contract and an
allocation of other costs that relate directly to fulfilling contracts. The amendment also clarifies that, before a separate
provision for an onerous contract is established, an entity recognises any impairment loss that has occurred on assets used in
fulfilling the contract, rather than on assets dedicated to that contract.
IFRS 3
(Amendment) ‘Reference to the Conceptual Framework’
(effective for annual periods beginning on or after 1 January
2022)
The amendment updated the standard to refer to the 2018 Conceptual Framework for Financial Reporting, in order to
determine what constitutes an asset or a liability in a business combination. In addition, an exception was added for some
types of liabilities and contingent liabilities acquired in a business combination. Finally, it is clarified that the acquirer should
not recognise contingent assets, as defined in IAS 37, at the acquisition date.
IAS 1
(Amendment) ‘Classification of liabilities as current or non-current’
(effective for annual periods beginning on or after
1 January 2023)
The amendment clarifies that liabilities are classified as either current or non-current depending on the rights that exist at the
end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date.
The amendment also clarifies what IAS 1 means when it refers to the ‘settlement’ of a liability. The amendment has not yet
been endorsed by the EU.
IAS 1 (Amendments) ‘Presentation of Financial Statements’ and IFRS Practice Statement 2 ‘Disclosure of Accounting policies’
(effective for annual periods beginning on or after 1 January 2023)
The amendments require companies to disclose their material accounting policy information and provide guidance on how to
apply the concept of materiality to accounting policy disclosures. The amendments have not yet been endorsed by the EU.
IAS 8 (Amendments) ‘Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates’
(effective for annual periods beginning on or after 1 January 2023)
The amendments clarify how companies should distinguish changes in accounting policies from changes in accounting
estimates. The amendments have not yet been endorsed by the EU.
IΑS 12 (Amendments) ‘Deferred tax related to Assets and Liabilities arising from a Single Transaction’
(effective for annual
periods beginning on or after 1 January 2023)
The amendments require companies to recognise deferred tax on transactions that, on initial recognition, give rise to equal
amounts of taxable and deductible temporary differences. This will typically apply to transactions such as leases for the lessee
and decommissioning obligations. The amendments have not yet been endorsed by the EU.
IFRS 17 (Amendment) ‘Initial Application of IFRS 17 and IFRS 9 – Comparative Information’
(effective for annual periods
beginning on or after 1 January 2023)
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
51
The amendment is a transition option relating to comparative information about financial assets presented on initial
application of IFRS 17. The amendment is aimed at helping entities to avoid temporary accounting mismatches between
financial assets and insurance contract liabilities, and therefore improve the usefulness of comparative information for users
of financial statements. The amendment has not yet been endorsed by the EU.
Annual Improvements to IFRS Standards 2018–2020
(effective for annual periods beginning on or after 1 January 2022)
IFRS 9 ‘Financial instruments’
The amendment addresses which fees should be included in the 10% test for derecognition of financial liabilities. Costs or
fees could be paid to either third parties or the lender. Under the amendment, costs or fees paid to third parties will not
be included in the 10% test.
IFRS 16 ‘Leases
’
The amendment removed the illustration of payments from the lessor relating to leasehold improvements in Illustrative
Example 13 of the standard in order to remove any potential confusion about the treatment of lease incentives.
IAS 41 ‘Agriculture’
The amendment has removed the requirement for entities to exclude cash flows for taxation when measuring fair value
under IAS 41.
2.3
Accounting Policies
2.3.1
Segment Reporting
Operating segments are presented in accordance with the internal reporting provided to the chief operating decision-maker.
The Management, as the decision maker of the Company is responsible for the decision making, allocating resources and
evaluating the efficiency of the segments and taking the strategic decisions of the Company.
2.3.2
Foreign currency translation
(a) Functional and presentational currency
Items included in the financial statements are measured using the currency of the primary economic environment in which
each entity operates (the ‘functional currency’). The consolidated financial statements are presented in Euro, which is the
Company’s functional and presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency at the exchange rates prevailing at the dates of each
transaction or valuation when the items are revalued. Foreign exchange gains and losses arising from the settlement of such
transactions and from the conversion of monetary assets and liabilities denominated in foreign currencies at the exchange
rates prevailing at the reporting date are recognized in the Income Statement, unless otherwise stated to other comprehensive
income once defined as a means of hedging cash flows and offsetting net investment. Gains or losses on foreign exchange
related to cash or cash equivalents are presented in the income statement, in "Financial income / (expenses) - net". All other
gains or losses from exchange differences are presented in the income statement, in "Other gains / (losses) - net".
Changes in the fair value of monetary items denominated in foreign currencies classified as available-for-sale are analyzed
between exchange differences arising on changes in amortized cost and other changes in carrying amount. Foreign exchange
differences from changes in amortized cost are recognized in profit or loss, while other changes in carrying amount are
recognized in other comprehensive income.
Foreign exchange differences on non-monetary financial assets and liabilities, such as shares that are measured at fair value
through profit or loss, are recognized in profit or loss as part of fair value gains / losses. Foreign exchange differences on non-
monetary assets, such as shares classified as available-for-sale, are recognized in other comprehensive income.
2.3.3
Investment Properties
Properties that are held for long-term rental returns or for capital revaluation or both, and are not used by the Company, are
categorized as real estate investments. Real estate investments mainly include offices, warehouses, hotels and special purpose
properties.
Investment property is initially recognized at cost, including related direct acquisition costs and borrowing costs. Investment
property is then recognized at fair value. Fair value is based on prices that are valid in an active market, adjusted where
necessary, due to differences in the nature, location or condition of the asset. If this information is not available, then the
Company applies alternative valuation methods, such as recent prices in less active markets or cash flow discounting. These
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
52
assessments are reviewed on June 30 and on December 31 of each year by independent professional appraisers, with
knowledge of the real estate market, proven professional experience and registered in the relevant register of Real Estate
Appraisers of Ministry of Finance, according to the instructions issued by the International Standards Committee.
Investment properties that are used for a permanent use as investments in real estate or for which the market has become in
less active, continue to be categorized as investment property and are valued at fair value. The fair value of real estate
investments reflects, among other things, rental income from existing leases and assumptions about rental income from future
leases, in the light of current market conditions. The fair value also reflects, on a similar basis, any cash outflows (including
rent payments and other outflows) that would be expected for each property. Some of these outflows are recognized as a
liability, while other outflows, including contingent rent payments, are not recognized in the financial statements.
Subsequent expenses are added to the carrying amount of the asset only when it is probable that future economic benefits
associated with the asset will flow to the Company and that the relevant costs can be measured reliably. Repairs and
maintenance costs expenses in the financial period in which they have incurred.
Changes in fair values are recorded in profit or loss. Investment property is derecognized when sold or when the use of
investment property is ended, and no economic benefit is expected from its sale.
If an investment property becomes owner-occupied, it is reclassified as Property Plant and equipment and its fair value at the
date of reclassification becomes its cost for accounting purposes.
If a fixed asset is reclassified from property, plant and equipment to investment property, due to a change in its use, any
discrepancy between the carrying amount and the "fair value" at the date of its transfer is recognized in other comprehensive
income and is recognized in equity as a revaluation of Property Plant and equipment under IAS 16. However, if a fair value gain
reverses a previous impairment loss, the gain is recognized in the income statement to the extent that this gain reverses a
previous impairment loss. Any remaining profit is recognized in OCI by increasing the asset revaluation reserve in equity.
2.3.4
Property, Plant and Equipment
Property, Plant and equipment are stated at cost less accumulated depreciation and any impairment losses. The acquisition
cost also includes the costs directly related to the acquisition of the fixed assets.
Subsequent expenses are either included in the carrying amount of property, plant and equipment or when deemed more
appropriate are recognized as a separate asset only when it is probable that future economic benefits will flow to the Company
that are greater than initially expected according to the original performance of the asset and under the assumption that their
cost can be measured reliably. The carrying amount of the replaced asset is written off.
Repairs and maintenance costs are charged to the results of the year in which they are incurred.
Land-plots are not depreciated. Depreciation of other items of property, plant and equipment is calculated using the straight-
line method with equal annual charges over the expected useful life of the item, so that the cost is written off at residual value.
The estimated useful life of the fixed assets, from the year of construction for the buildings and the year of acquisition for the
furniture and equipment, is as follows:
Buildings
50
Years
Furniture and other equipment
4-7
Years
The photovoltaic park of the subsidiary "Sarmed Warehouses S.A." has a guaranteed 20-year contract with HTSO, starting
from the date of issuance of the manufacturer's operating license and can be extended in accordance with the terms of the
relevant production license.
The residual values and useful lives of property, plant and equipment are reviewed and adjusted accordingly, at least at the
end of each financial year. The carrying amount of a tangible fixed asset is reduced to its recoverable amount when its
carrying amount exceeds its estimated recoverable amount.
Profit or losses on sale arise from the difference between sales revenue and carrying amount and are recognized in profit or
loss in the item «Other profit / (loss) net».
2.3.5
Intangible assets
Intangible assets consist of software programs. Software licenses are recognized at cost and subsequently measured at cost
less accumulated depreciation, less any accumulated impairment losses. Depreciation is accrued on a straight-line basis over
the estimated useful life of the assets, which is 4 years.
Costs associated with software maintenance are recognized as an expense when incurred.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
53
2.3.6
Impairment of Non-Financial Assets
Intangible assets and Property Plant and equipment that are depreciated are assessed for impairment when events or changes
in circumstances indicate that the carrying amount may not be recoverable. When the carrying amount of an asset exceeds its
recoverable amount, its corresponding impairment loss is recognized in profit or loss. The recoverable amount is determined
as the greater between the fair value less costs to sell and the value in use. For the purpose of determining the impairment,
assets are grouped at the lower level for which cash flows can be separately identified (cash-generating units). Impairments
recognized in prior periods in non-financial assets (other than goodwill) are reviewed at each reporting date for reversal.
2.3.7
Financial Assets
2.3.7.1 Classification and measurement of financial assets and liabilities
IFRS 9 keeps to a large extent the existing requirements of IAS 39 for the Classification and Measurement of Financial Liabilities.
However, it eliminates the previous categories of IAS 39 for financial assets: held to maturity, loans and receivables and
available-for-sale. The adoption of IFRS 9 had no impact on the Company's accounting policies regarding financial liabilities.
The effect of IFRS 9 on the classification and measurement of financial assets is presented below.
In addition to trade receivables initially measured at the transaction price, the Company initially measures a financial asset at
its fair value plus transaction costs, in the case of a financial asset that is not valued at fair value through profit or loss.
According to IFRS 9, financial instruments are subsequently measured either at fair value through profit or loss or in amortized
cost, or at fair value through other comprehensive income. The classification is based on two criteria:
•
the business model in which the financial asset is held, i.e., whether the objective is to hold for the purpose of
collecting contractual cash flows or the collection of contractual cash flows and the sale of financial assets; and
•
whether the contractual cash flows of the financial asset consist exclusively of capital repayment and interest on the
outstanding balance ("SPPI" criterion).
The new classification and measurement of the financial assets of the Company is as follows:
2.3.7.2 Financial assets measured at amortized cost
The financial assets that are maintained within the business model are classified in order to hold them and collect contractual
cash flows that meet the "SPPI" criterion. This category includes all the financial assets of the Company.
After initial recognition, the debit financial asset is measured at amortized cost using the effective interest method for
allocating and recognizing interest income under the “net financial income / interest (expense) of the income statement during
the reporting period. Amortized cost is the amount at which the financial asset is measured at initial recognition, less any
repayment of capital, plus or minus the amortization of any difference between that initial amount and the corresponding
amount at maturity, using the effective interest method, adjusted for any impairment provisions. The carrying amount of an
impairment provision is the amortized cost of a financial asset before being adjusted for any impairment provisions. Interest
income on debit assets classified as level 1 or 2 and it is calculated on the basis of the carrying amount before impairment
provisions. When a debit asset becomes impaired due to credit risk (it is classified as level 3), interest income is calculated on
the amortized cost (this is based on the carrying amount after provisions).
2.3.8 Impairment
The Company has three categories of financial assets that are subject to the new model of expected credit losses under IFRS
9:
• Cash and cash equivalents
• Trade and other receivables,
• other financial assets measured at amortized cost.
IFRS 9 requires the Company to adopt the expected credit loss model for each of the above asset categories.
The expected credit losses are based on the difference between all the contractual cash flows required by the contract and all
the cash flows that the Company expects to receive. All cash flows are discounted using a proxy of the initial effective interest
rate.
2.3.9 Trade and other receivables
The Company applies the simplified approach of IFRS 9 for the calculation of expected credit losses. The loss provision is always
measured at an amount equal to the expected credit losses throughout the life of the claim. To determine the expected credit
losses in relation to trade and other receivables, the Company uses a credit loss forecast table based on the maturity of the
receivables. Credit loss projections are based on historical data taking into account future factors in relation to debtors and
the financial environment.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
54
2.3.10 Other Financial Assets measured at amortized cost
The general approach is used for the other financial assets of the Company that are measured at amortized cost. These financial
assets are considered to have low credit risk and any loss provision is limited to the expected credit losses of the next 12
months.
2.3.11 Cash and cash equivalents
In the cash flow statement, cash and cash equivalents include cash, demand deposits, short-term up to 3 months of high
liquidity and low risk investments. In the statement of financial position, bank overdrafts appear on borrowing in short-term
liabilities.
2.3.12 Share capital
The Company's share capital consists of ordinary shares.
Direct expenses for the issuance of shares are deducted directly from the proceeds.
The cost treasury shares is deducted from the Company's equity, until the treasury shares are sold, canceled or reissued. Any
gain or loss on the sale of treasury shares net of direct transaction other expenses and taxes is shown as a reserve in equity.
2.3.13 Trade and other payables
Trade and other payables include payment obligations for products and services acquired during the ordinary operations of
the Company by the suppliers. Trade liabilities are recorded as current liabilities when their payment is due within the following
year. If their payment can be made beyond the year, then they are recorded in long-term liabilities.
Trade and other payables are initially recognized at fair value and subsequently measured at amortized cost using the effective
interest rate.
2.3.14 Guarantees
The Company receives advances from lessees as guarantee under operating leases. These guarantees are financial liabilities
under IFRS 9 and are initially recognized at fair value. They are subsequently measured at amortized cost using the effective
interest rate. Guarantees are recorded in short-term liabilities unless the Company has the right to defer settlement of the
liability for 12 months after the Balance Sheet date, in which case they are recorded in long-term liabilities.
2.3.15
Current and deferred tax
According to article 31 of Law 2778/1999, real estate investment companies are obliged to pay a tax, the rate of which is set
at ten percent (10%) on the current intervention rate of the European Central Bank (Reporting Rate) increasing by one (1)
percentage point. This tax is calculated on the average of investments, plus cash, at current prices, as reflected in the semi-
annual statement of investments, provided by paragraph 1 of article 25 of Law 2778/1999. In case of change of the Reference
Rate, the resulting new tax calculation base is valid from the first day of the month following the change. The tax is paid to the
competent tax authority within the first fifteen days of the month following the period covered by the semi-annual investment
tables. In case of withholding tax on acquired dividends, this tax is offset against the tax resulting from the declaration
submitted by the real estate investment company within the month of July. Any credit balance is transferred for offset with
subsequent statements. With the payment of this tax, the tax liability of the company and its shareholders is exhausted. When
calculating the above tax, the properties that are directly or indirectly owned by subsidiaries of REIC are not taken into account,
provided that they are listed separately in their investment statements.
As the tax liability of the Company is calculated based on its investments, plus its cash, and not on the basis of its profits, no
temporary differences arise and therefore no corresponding deferred tax liabilities and / or receivables are created.
Current tax liabilities include short-term liabilities to tax authorities related to the above tax payable. The management
regularly evaluates its position on issues related to the tax authorities and calculates provisions where necessary for the
amounts expected to be paid to the tax authorities.
2.3.16 Employee Benefits
Post-employment benefits include defined benefit plans as well as defined contribution plans and post-retirement health care
plans.
(a)
Post-retirement benefits
Defined contribution plan is a pension plan, in which the Company pays fixed contributions to a separate entity. The Company
has no legal or constructive obligation to pay additional contributions if the invested assets are insufficient to meet the
expected employee service benefits for the current period as well as previous periods.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
55
A defined benefit plan is a retirement plan that is not a fixed contribution plan. Typically, defined benefit plans determine the
amount of the retirement benefit that an employee will receive upon retirement, which usually depends on one or more
factors such as age, years of service and compensation.
The liability recorded in the statement of financial position for defined benefit plans is the present value of the defined benefit
obligation at the reporting date less the fair value of the plan assets. The defined benefit obligation is calculated annually by
an independent actuary using the projected unit credit method. The present value of the defined benefit obligation is
calculated by discounting the expected future cash outflows using high quality corporate bond interest rates denominated in
the currency in which the benefit will be paid and with a term approaching the maturity of the relevant retirement obligation.
The cost of current employment in the defined benefit plan is recognized in the income statement, unless it is included in the
cost of an asset. The cost of current employment reflects the increase in the defined benefit obligation arising from the
employment of employees during the year, as well as changes due to cuts or arrangements.
The cost of previous service is recorded directly in the profit and loss for the year.
The net interest cost is calculated as the net amount of the defined benefit obligation. These costs are included in the income
statement on employee benefits.
Actuarial gains and losses arising from empirical adjustments and changes in actuarial assumptions are recognized in other
comprehensive income in the year in which they arise.
For defined contribution plans, the Company pays contributions to public or private insurance funds either compulsorily or
contractually or voluntarily. After the payment of the contributions there is no further commitment for the Company.
Contributions are recognized as employee benefit costs when they become payable. Prepaid contributions are recognized as
an asset to the extent that prepayment will result in a reduction in future payments or a refund.
(b)
Termination benefits
Termination benefits are payable when the Company terminates employment before the normal retirement date or when the
employee accepts voluntary retirement in exchange for these benefits. The Company registers these benefits no earlier than
the following dates: a) when the Company can no longer withdraw the offer for these benefits and b) when the Company
recognizes reorganization costs that are in application of IAS 37, to which including the termination of employment benefits.
In the event that an offer is made for voluntary departure, the termination benefits are calculated based on the number of
employees who are expected to accept the offer. Termination benefits due 12 months after the reporting date are discounted.
2.3.17 Provisions
The Company recognizes provisions for contingent liabilities and risks when there is a present legal or presumed obligation, as
a result of past events, a high probability of outflow of resources that contain financial benefits for the settlement of the
liability, and it is possible to estimate the relevant liability.
Provisions are calculated at the present value of the expenses, which based on the best management estimate, are required
to meet this obligation at the balance sheet date. The discount rate used to determine the present value reflects current
market estimates of the time value of money and the risks associated with the liability.
2.3.18 Revenue recognition
Income from operating leases is recognized in profit or loss on a straight-line basis over the term of the lease.
When the Company provides incentives to its customers, the cost of these incentives is recognized during the
lease term, using the straight-line method and they are deducted from operating income.
2.3.19
Interest Income
Interest income is recognized using the effective interest rate. When loans or receivables are impaired, their carrying amount
is reduced to their recoverable amount which is the present value of the expected future cash flows discounted at the original
effective interest rate. Interest income is then calculated at the same interest rate (initial effective interest rate) on the
impaired (new book value).
2.3.20 Leases
Cases in which the Company is the lessor:
(i) Operating lease
- The Company leases all its owned properties under operating leases. When properties are leased under
operating leases, they are classified as investment properties in the statement of financial position (Note 6). Rental income
(less the value of any incentives provided by the lessor) is recognized on a straight-line basis over the term of the lease.
(ii) Finance lease
– The Company has not yet entered into a financial lease as a lessor.
When the Company is the lessee:
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
56
Leases in which the Company is the lessee are recognized in the statement of financial position as a right of use asset and a
liability lease, the date on which the leased asset becomes available for use.
Lease liabilities include the net present value of the following leases:
•
fixed rents (including "substantially" fixed payments)
•
variable rents, which depend on an index or an interest rate, which are initially measured using the index or the
interest rate at the date of the beginning of the lease term, the amounts expected to be paid on the basis of
guaranteed residual values
•
the price of the purchase right, if it is rather certain that the Company will exercise this right, and
•
the payment of a penalty for termination of the lease, if the duration of the lease reflects the exercise of the
Company's right to terminate the lease.
Lease payments are discounted at the rate implicit in the lease or, if this rate cannot be determined by the contract, at the
incremental borrowing rate, which is the rate at which the Group would borrow funds to acquire a similar item, of similar value
to the leased asset, for a similar period of time, with similar collateral and in a similar economic environment.
After their initial measurement, the lease liabilities increase due to their financial cost and decrease due to the lease payments.
The lease obligation is revalued to reflect any revaluations or modifications of the lease.
2.3.21 Loan Liabilities
Lending liabilities are initially recognized at fair value less transaction costs. Lending liabilities are subsequently valued at
amortized cost. Loan liabilities are recorded in current liabilities unless the Group has the right to defer settlement of the
liability for 12 months after the balance sheet date. Borrowing costs that are directly attributable to the acquisition,
construction or production of fixed assets that require a significant period of construction period increase the cost of the assets
until they are effectively ready for use. The Group recognizes other types of borrowing costs as expenses for the period in
which they were incurred.
2.3.22 Dividend distribution
Dividend distribution of the ordinary shares is recognized, as a liability, in the fiscal year that the distribution to the
shareholders is approved by the General Meeting of the shareholders.
2.3.23 Earnings per share
Basic earnings per share are calculated by dividing the net earnings attributable to the shareholders by the weighted average
number of the ordinary shares outstanding during each year, excluding the average rate of the ordinary shares acquired as
own shares. The adjusted earnings per share are calculated by dividing the net earnings attributable to shareholders by the
weighted average number of common shares outstanding during each year (adjusted for the effect of the stock option).
2.4. Consolidated Financial Statements
2.4.1 Consolidation
The consolidated Financial Statements include the Financial Statements of the Company and its subsidiaries, which are
controlled by the Company. Control exists only when the Company a) exercises power over its subsidiaries, b) holds positions
or rights with variable returns from its participation in the subsidiaries and c) has the ability to use its power over the
subsidiaries to influence the amount of its returns.
Subsidiaries are fully consolidated (total consolidation) from the date on which control over them is acquired and cease to be
consolidated from the date on which such control does not exist. Therefore, in the current financial statements, the Group's
benchmarks do not include subsidiary's details.
Acquisitions of subsidiaries are accounted for using the acquisition method. The acquisition cost of a subsidiary is the fair value
of the assets transferred, shares issued, and liabilities incurred at the acquisition date, plus any costs directly attributable to
the acquisition. Identifiable assets, liabilities and contingent liabilities acquired in a business combination are measured on
acquisition at fair value, regardless of the percentage of participation.
Transactions, balances and unrealized profits arising between the companies of the Group are eliminated during the
consolidation. Unrealized losses are also eliminated, unless the transaction shows signs of impairment of the transferred asset.
The accounting principles of the subsidiaries have been adjusted to be uniform with those adopted by the Group.
For the acquisition of subsidiaries, which do not fall within the definition of a business combination, the Group divides the
costs between the individual identifiable assets and liabilities of the acquired business based on their fair values at the
acquisition date. No goodwill arises from such transactions.
The Company records investments in associates in the separate financial statements of the Parent at cost.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
57
The subsidiaries that are consolidated in the Group are
«Plaza Hotel Skiathos M.S.A.»
and «
Sarmed Warehouses S.A.».
3.
Financial risk management
3.1. Financial risk factors
The Group is exposed to financial risks, such as market risks (changes in interest rates, market prices), credit risk and liquidity
risk. The Company's general risk management program focuses on the unpredictability of financial markets and seeks to
minimize their potential negative impact on the Company's financial performance.
The Management implements an integrated risk management framework, which aims at the continuous monitoring of the
Group's business operation, in order to identify the risk areas in time, to evaluate and categorize and then to manage through
appropriate actions.
At the level of organizational structure, the Risk Management Service in collaboration with the executive members of the
Management, as well as the supervisory units of the Company, are in charge of risk management, while the internal control
function evaluates the adequacy and effectiveness of the risk management system.
In addition to the above, the Company's Board of Directors must regularly review the main risks faced by the Group, as well
as the effectiveness of the internal control system in terms of managing these risks.
(a) Market risk
(i) Foreign exchange risk
The Group operates in Greece, its transactions are conducted in Euro and therefore is not exposed to foreign currency risks.
(ii) Price risk
The Group is not exposed to risk related to financial instruments since it does not hold equity instruments.
The Group is exposed to the risk from fluctuation in the fair value of real estate property and in lease income. In order to
reduce the risk of prices not related to financial instruments, such as the risk of real estate prices, the Group leases its property
under long-term operating lease agreements, which provide for annual adjustments of rents associated with the Consumer
Price Index, while in case of negative inflation there is no negative impact on rents. Rental income of the Group is not subject
to seasonal fluctuations, except for some individual leases where there is a percentage of turnover in addition to the monthly
rent which is calculated at the beginning of each year and relates to the previous calendar year.
In addition, the Company is governed by an institutional framework of REIC, according to which:
a) periodic valuation of its investment properties by an independent appraiser is required;
b) valuation of the property is required before acquisition or pre-sale by an independent appraiser;
c) the construction, completion or repair of real estate is allowed as long as the relevant costs do not exceed, in total, forty
percent (40%) of the total investment of the company in real estate, as it will have been formed after the completion of the
works and,
d) the value of each property, at the time of acquisition or completion of works, is prohibited to exceed 25% of the value of all
its investments.
This scheme contributes significantly to the avoidance and / or timely treatment of the relevant risks.
(iii) Cash flows risk and risk of fair value changes due to interest rate changes
The Group's exposure to interest rate risk arises from current deposits (see Note 12) in its assets as well as from floating rate
bank loans (see Note 15) which expose the Group to cash flow risk due to a possible change in cash of interest rates.
The Group is exposed to fluctuations in market interest rates that affect its financial position, as borrowing cost may increase
as a result of such changes.
The Group's exposure to interest rate risk is not significant due to the low exposure of the Group in borrowing presenting Net
Loan to Value Ratio equal to 21,4% on 31.12.2021.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
58
(b) Credit risk
The Group has credit risk concentrations in relation to lease receivables arising from operating leases and cash and cash
equivalents. Credit risk relates to the risk of default of counterparties in meeting their financial obligations.
No significant losses are expected, as real estate lease agreements are made with clients - tenants who have sufficient
creditworthiness. The maximum exposure of the Group to credit risk comes mainly from transactions with related parties, as
a significant part of the Group's real estate portfolio is leased to Quest Group companies. The percentage of annual rental
income derived from subsidiaries and affiliates of the Quest Holdings Group SA. amounted on 31.12.2021 to 37,6% from 28,7%
on 31.12.2020 of total rental income (see Notes 17 and 27).
The table below presents the financial assets per credit rating (Moody’s) as at 31 December 2021 and 31 December 2020.
Group
Company
Valuation
31/12/2021
Cash and Cash
Equivalents
Trade and other
receivables
Cash and Cash
Equivalents
Trade and other
receivables
Β2
2.575
-
2.459
-
Β3
1.702
-
24
-
Counterparties
without credit rating
-
2.219
1.167
Group
Company
Valuation
31/12/2020
Cash and Cash
Equivalents
Trade and other
receivables
Cash and Cash
Equivalents
Trade and other
receivables
Caa1
2.067
898
Counterparties
without credit rating
2.302
1.561
An analysis of the aging of the receivables of the Company and the Group is included in Note 11.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
59
(c) Liquidity risk
The current or future risk for profits and capital arises from the inability of the Group to liquidate / collect overdue receivables
without suffering significant losses. The Group ensures the required liquidity in a timely manner in order to meet its obligations,
through the regular monitoring of liquidity needs and the collection of debts by employees and the prudent management of
cash.
The liquidity of the Group and the Company is monitored by the Management at regular intervals. The following is the
breakdown of financial assets and liabilities (tables include non-discounted flows):
31.12.2021 Group
< 1 year
1 to 2 years
3 to 5 years
> 5 years
Total
Suppliers and other liabilities
1.994
41
314
79
2.428
Loans and lease obligations
2.261
2.155
6.562
22.918
33.896
4.255
2.196
6.876
22.997
36.324
31.12.2021 Company
< 1 year
1 to 2 years
3 to 5 years
> 5 years
Total
Suppliers and other liabilities
5.054
41
314
79
5.488
Loans and lease obligations
1.756
2.136
6.533
22.918
33.343
6.810
2.177
6.847
22.997
38.831
31.12.2020 Group
< 1 year
1 to 2 years
3 to 5 years
> 5 years
Total
Suppliers and other liabilities
1.251
366
22
365
2.005
Loans and lease obligations
10.684
591
1.850
6.407
19.532
11.935
957
1.872
6.772
21.537
31.12.2020 Company
< 1 year
1 to 2 years
3 to 5 years
> 5 years
Total
Suppliers and other liabilities
1.147
366
22
365
1.901
Loans and lease obligations
10.563
575
1.826
6.391
19.355
11.710
941
1.848
6.756
21.256
Other liabilities for the year 2021 include the received lease guarantees and guarantees of good execution of a project totaling
€ 1.513 thousand for the Group and € 1.386 thousand for the Company and are repayable depending on the expected
expiration period of the existing lease agreements and completion.
Specifically, an amount of € 1.079 thousand up to one year for the Group and € 952 thousand for the Company, and amounts
of € 41 thousand from 1 to 3 years, € 314 thousand from 3 to 5 years and € 79 thousand over 5 years. years for the Group and
the Company.
For the year 2020 the received guarantees and guarantee of good execution of a total amount of € 771 thousand for the Group
and the Company are refundable as follows: € 18 thousand up to one year, amount € 366 thousand from 1 to 3 years, amount
€ 22 thousand from 3 to 5 years and an amount of € 365 thousand over 5 years.
3.2 Capital management
In terms of capital management, the Group's goal is to ensure its ability to remain as a going concern in order to generate
profits for its shareholders and benefits for other stakeholders and to maintain the optimal capital structure to reduce its cost
of capital.
The maintenance or adjustment of the capital structure can be done by adjusting the amount of dividends paid to
shareholders, issuing new shares or selling assets to reduce borrowing.
The Group manages capital based on leverage ratio. This ratio is calculated as the ratio of total debt to total assets and as the
ratio of net debt to total assets. Net borrowing is calculated as the total of borrowings (long-term and short-term) plus lease
liabilities less cash and cash equivalents.
The legal status that governs the REICs in Greece, permits borrowing of loans and provides credits to them in amounts that in
total do not exceed 75% of their assets, for the acquisition and utilization of real estate.
Below are the leverage ratios on total assets as at 31.12.2021 compared to 31.12.2020.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
60
Group
Company
Group
Company
31.12.2021
31.12.2021
31.12.2020
31.12.2020
Loans and leases
30.176
29.622
18.389
18.167
Total Assets
128.402
122.843
110.758
102.937
Cash and cash equivalents
4.277
2.483
2.067
899
Debt Ratio
23,50%
24,11%
16,60%
17,60%
Net Debt Ratio
20,87%
22,55%
15,00%
16,90%
3.3 Fair values
The Company and the Group provide the necessary disclosures regarding the measurement of fair value through a three-level
hierarchy.
•
Financial assets that are traded in active markets and their fair value is determined based on the published purchase prices
that are valid at the reporting date for similar assets and liabilities ("Level 1").
•
Financial assets that are not tradable in active markets, the fair value of which is determined using valuation techniques
and assumptions based either directly or indirectly on market data at the reporting date ("Level 2").
•
Financial assets that are not tradable in active markets, the fair value of which is determined using valuation techniques
and assumptions that are not fundamentally based on market data ("Level 3").
The Company and the Group do not hold financial assets measured at fair value. However, the Company and the Group own
investment property that is measured at fair value (note 6).
As at 31 December 2021, the carrying amount of trade and other receivables, cash and cash equivalents, loans, as well as trade
and other payables, was close to fair value.
During the year no transfers were made between Levels 1 and 2, nor transfers inside and outside Level 3 to measure the fair
value of investment properties.
4.
Significant accounting estimates and judgments of the Management
The estimates and judgments of the Management are constantly reviewed and are based on historical data and expectations
for future events, which are considered reasonable according to the current ones.
Significant accounting estimates and assumptions
The Company makes estimates and assumptions regarding the development of future events. The estimates and assumptions,
which pose a significant risk of causing substantial adjustments to the carrying amounts of the assets and liabilities over the
next 12 months, mainly relate to the determination of the fair values of investment properties.
The most appropriate indication of fair value is the current values that apply in an active market for related leases and other
contracts. If it is not possible to find such information the value is determined within a range of reasonable estimates of fair
values. According to the current legislation for REICs, the estimates of real estate investments must be supported by estimates
made by independent professional appraisers, included in the Register of Certified Appraisers of the Ministry of Finance for
June 30 and December 31st of each year.
The estimates are mainly based on discounted cash flow forecasts due to the nature of the investment properties. The
independent appraiser takes into account data from various sources, including:
(i) Current prices in an active real estate market of a different nature, status or location (or subject to different leases or other
contracts), which have been adjusted for these differences.
(ii) Recent prices of similar properties in less active markets, adjusted to reflect any changes in economic conditions that have
occurred since the date on which those transactions were made at those prices.
(iii) Discounted cash flow, based on reliable estimates of future cash flows, derived from the terms of applicable leases and
other contracts and (where applicable) from external factors such as current rental rates of similar properties in the same
location and situation, using discount rates reflecting the current market estimate, regarding the uncertainty of the amount
and time of occurrence of these cash flows.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
61
Regarding point (iii) above, for the application of cash flow discounting valuation techniques, assumptions are used, which are
mainly based on the prevailing market conditions, at the date of preparation of the financial statements.
The main assumptions underlying fair value estimates are those related to the collection of contractual rents, expected future
rents in the market, vacancies, maintenance obligations, and appropriate discount rates. These estimates are systematically
compared with actual data from the market, with the Company's transactions and with those announced by the market.
Expected future rents are determined on the basis of current rents, as those apply in the market, for similar properties, in the
same location and situation. Further information concerning the main assumptions can be found in Note 6.
4.1. Effects of coronavirus COVID-19
The COVID-19 pandemic started affecting the Group in mid-March 2020, when the first government measures were taken to
deal with the crisis.
According to government measures, the affected companies were exempted from the obligation to pay 40% of the total rent
for the months in which they are affected. These reductions concerned almost all the tenants of the Group for the months
from January to April 2021.In addition to the above hotel companies were exempted from paying 100% of the rent for the
months from January to June 2021, while the owner is compensated by the state for 60% of the loss.
The total reduction of the Group's rental income due to the Covid-19 pandemic amounted to € 877 thousand, an amount that
corresponds to approximately 13% of the expected rental income for the year, while for the corresponding period last year
the reduction amounted to € 954 thousand.
The effects of the pandemic have been significantly reduced by the end of 2021 due to the high percentage of the vaccinated
population and it is not foreseen that we will have new measures against the pandemic that will affect economic activity and
tourism.
4.1.1. Impact on the fair value of investment properties
During 2021, the effects on the world economy continued due to the spread of the COVID-19 pandemic, but not with the same
intensity that occurred during the first year of the pandemic, 2020. The values of real estate investments of 31.12.2021 are
valued by independent appraisers who have used reasonable assumptions and appropriate data to develop appropriate
hypotheses to determine the fair value of investment properties. According to the independent appraisers, given the
uncertainty from the evolution of the COVID-19 pandemic and the possible future effects on the real estate markets in our
country and internationally and in the absence of sufficient comparative data, conditions of "substantial appraisal uncertainty"
are created. For this reason, real estate values go through a period in which they are monitored with a higher degree of
attention.
The Group has also made every effort to take into account all the reasonable and reliable information available when
estimating the fair value of investment property on 31.12.2021, given the constraints posed by the levels of uncertainty of the
macroeconomic outlook due to the negative impact. of COVID-19 while it will continue to evaluate and review the value of its
investment properties.
The effects of the pandemic appear to have gradually subsided in 2021, as the rate of vaccinations increased and it is not
foreseen that we will have further restrictions on travel, economic activity and tourism.
Following the de-escalation of the COVID-19 pandemic in 2021 and the recovery of economic expectations and economic
activity, the fair values of the Group's real estate showed an increase of € 4.431 thousand for 2021 against a decrease of € 701
thousand during the year ended 31 December 2020. This increase is mainly due to the reduction of the discount rates of the
future real estate cash flows for the calculation of the net present value as well as the increase of the comparative market
data. The net profit / (loss) from the revaluation of real estate investments at fair value as well as the breakdown of real estate
investments by operating sector is shown in Note 6.
4.1.2. Measures taken by the Group
In order to mitigate the impact of the loss of its rental income due to the COVID-19 coronavirus pandemic, the Group utilizes
whatever support measures the government offers to the affected companies and reconsiders its investment strategy based
on the new conditions created in the real estate market. In this context, the change made by the Group in the mix of its
portfolio was significant, with the result that on 31.12.2021 its portfolio consists by 48,7% of Logistics, and by 28,9 of Offices,
while on 31.12.2019, before the start of the pandemic, the real estate portfolio consisted of 50,8% of offices and 17,2% of
logistics.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
62
The Group also in 2021 took the necessary measures for the uninterrupted operation and safety of its employees and their
families such as:
➢
Adoption of a timely and successful new model of remote work (teleworking) where possible, remote information
systems support.
➢
Continuous information of all employees and continuous health support (COVID-19 exams).
➢
Regular disinfection in all workplaces, provision of appropriate personal protective equipment (PPE).
5.
Segment reporting
The operating segments of the Group and the Company are presented according to the segments of investment activity as
monitored in internal reports and used for decision making and monitoring the financial results by the Company’s
management, in accordance with its Articles of Association and its Internal Procedures.
Operating segments relate to investment types of real estate and include income from assets belonging to different types of
real estate.
On 31.12.2021 all the properties of the Group were located in Greece. Also, investment properties of the Group are divided
into offices and mixed buildings (offices with ground floor stores), logistics, hotels, shops, special purpose properties and plots.
In relation to previous periods, the following changes in the sectors of investment activity occurred:
The Group’s management monitors the operating results of the sectors separately in order to allocate resources and evaluate
its performance. The assessment of the sector's performance is based on the Gains / (losses) related to real estate investments
as presented below. The Company applies the same principles for measuring the operating results of the segments as those
of the financial statements. The analysis of real estate investments by operating sector is shown in Note 6.
The COVID-19 coronavirus ("CV-19") pandemic has been affecting the Group since mid-March 2020, when the first government
measures were taken to address the crisis. The total reduction of the Group's rental income for 2021 due to the Covid-19
pandemic amounted to € 877 thousand, amount which corresponds to about 13% of the expected rental income for the year
while for the corresponding last year the reduction amounted to € 954 thousand.
The results of the Group for the year 2021, presented by operating sector are as follows:
01.01.2021 – 31.12.2021
Offices
Logistics
Hotels
Retail
Special
Use
Land
Plots
Total
REVENUE
Rental Revenue
1.855
2.838
1.119
141
94
17
6.064
Total
1.855
2.838
1.119
141
94
17
6.064
RESULTS
Net gain / (loss) from the
fair value adjustment of
investment properties
1.206
2.611
345
56
150
63
4.431
Direct property related
expenses
(115)
(80)
(34)
(15)
(13)
(3)
(260)
Property Tax (ENFIA)
(172)
(325)
(94)
(22)
(27)
(3)
(643)
Total profit/(loss) from
Investment properties
2.774
5.043
1.336
160
204
74
9.592
Net profit / (loss) for the
period:
Total profit/(loss) from
property related
expenses
9.592
Other expenses
(906)
Net financial income /
(expenses)
(262)
Taxes
(128)
Profit / (Loss) for the
period
8.296
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
63
The results of the Group for the year 2020, presented by operating sector are as follows:
01.01.2020 – 31.12.2020
Offices
Logistics
Hotels
Retail
Special
Use
Land
Plots
Total
REVENUE
Rental Revenue
1.690
852
867
150
106
16
3.681
Total
1.690
852
867
150
106
16
3.681
RESULTS
Net gain / (loss) from the
fair value adjustment of
investment properties
275
896
(724)
30
15
(76)
416
Direct property related
expenses
(77)
(37)
(41)
(10)
(9)
(2)
(176)
Property Tax (ENFIA)
(173)
(73)
(107)
(11)
(27)
(2)
(393)
Total profit/(loss) from
Investment properties
1.715
1.638
(9)
159
85
(64)
3.528
Net profit / (loss) for the
period:
Total profit/(loss) from
property related
expenses
3.528
Other expenses
(879)
Net financial income /
(expenses)
(491)
Taxes
(88)
Profit / (Loss) for the
period
2.070
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
64
6.
Investment Property
The change in investments properties by operating sector at Group level is as follows:
Segment
Offices
Logistics
Hotels
Retails
Special
Use
Land
Plots
Total
Determination of fair value
3
3
3
3
3
3
Fair value at January
1,2020
30.387
10.303
13.686
3.524
1.365
528
59.793
Direct acquisition of
investment properties
-
5.580
3.045
1.155
185
68
10.033
Acquisition of investment
real estate through
acquisition of a subsidiary -
Non-business merger
-
28.497
3.480
-
-
-
31.977
Subsequent capital
expenditure
174
3.482
99
19
10
-
3.784
Sector change due to
change of use
686
-
(686)
(1.819)
1.819
-
-
Net gain / (loss) from
the fair value adjustment of
investment property
275
896
(724)
30
15
(76)
416
Fair value at December
31, 2020
31.522
48.756
18.900
2.909
3.394
520
106.001
Fair value at January
1,2021
31.522
48.756
18.900
2.909
3.394
520
106.001
Direct acquisition of
investment properties
3.234
1.067
-
-
-
208
4.509
Subsequent capital
expenditures related to real
estate investments
34
6.314
1.455
-
15
1
7.816
Transfers between sectors
-
66
-
-
-
(66)
-
Τransfer to property, plant
and equipment
(1.044)
-
-
-
-
-
(1.044)
Sale of investment property
-
-
-
(948)
-
-
(948)
Net gain / (loss) from
the fair value adjustment of
investment property
1.206
2.610
345
56
150
64
4.431
Fair value at December
31, 2021
34.952
58.813
20.700
2.017
3.559
727
120.768
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
65
The change in investments properties per operating sector of the Company is as follows:
Segment
Offices
Logistics
Hotels
Retails
Special
Use
Land
Plots
Total
Fair value at January
1,2020
30.387
10.303
13.686
3.524
1.365
528
59.793
Direct acquisition of investment
properties
-
5.580
3.045
1.155
185
68
10.033
Subsequent capital
expenditure
174
3.482
50
19
10
-
3.735
Sector change due to
change of use
686
-
(686)
(1.819)
1.819
-
-
Net gain / (loss) from
the fair value adjustment of
investment property
275
250
(1.195)
30
15
(76)
(701)
Fair value at December
31, 2020
31.522
19.615
14.900
2.909
3.394
520
72.860
Fair value at January
1,2021
31.522
19.615
14.900
2.909
3.394
520
72.860
Direct acquisition of investment
properties
3.234
1.067
-
-
-
208
4.509
Subsequent capital
expenditures related to real
estate investments
34
6.314
12
-
15
1
6.375
Transfers between sectors
-
66
-
-
-
(66)
-
Τransfer to property, plant and
equipment
(1.044)
-
-
-
-
-
(1.044)
Sale of investment property
-
-
-
(948)
-
-
(948)
Net gain / (loss) from
the fair value adjustment of
investment property
1.206
1.863
988
56
150
64
4.327
Fair value at December
31, 2021
34.952
28.925
15.343
2.017
3.559
727
86.080
On February 11, 2021, the Company proceeded with the purchase of an independent office building with a ground floor
store located at 3 Dimitriou Gounari Street in Piraeus for a price of € 2.100 thousand (excluding acquisition costs of €
46 thousand). The building consists of a ground floor store, five office floors and underground storage spaces and has a
total area of 2.428 sq.m. and is fully leased.
On the 20th of May 2021 and the 29th of June 2021, the Company proceeded with the purchase of three (3) adjacent
plots with a total area of 18.083 sq.m. located in Aspropyrgos, Attica at "Imeros Topos". The total price for the purchase
of the three plots amounted to € 1.038 thousand, not including acquisition costs of € 16 thousand. These plots are
adjacent to the existing plots of the Company on which it is already developing a modern Storage and Distribution
building. As a result, today the single plot area for development in Aspropyrgos amounts to a total area of 103.001 sq.m.
On July 30, 2021, the Company was announced the winner in a public electronic auction of a plot located in Naoussa,
Paros, with a total area of 501 sq.m., which is adjacent to other properties of the Company on which the hotel Mr and
Mrs White Paros is located. The total price for the purchase of the plot amounted to € 203 thousand, not including
acquisition costs of € 5 thousand.
On September 24, 2021, the Company proceeded to the purchase of horizontal property of office space with a total
area of 258,13 sq.m., 3rd floor in an office building located at Metropolis 3 in Athens, in which the Company already
owns an office space on the 4th floor. The price for the acquisition of the property amounted to € 1.050 thousand
(excluding acquisition costs € 49 thousand).
On November 30, 2021 the Company proceeded to the sale of a real estate - commercial store, with a total area of
168,40 sq.m., on 283 Kifissias Avenue, in Kifissia for a price of € 1.023.000. The property was acquired on November 28,
2017 for a price of € 755 thousand (excluding acquisition costs), while its fair value before sale amounted to € 948
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
66
thousand. From the sale the Company recorded profits from the sale of investment properties amounting to € 75
thousand for the year 2021.
Investment Property Valuation Method
According to the current legislation for REIC, the values of real estate investments are valued by independent appraisers,
whose reports must be prepared twice a year, on June 30th and December 31st. Each report is based on two methods
according to International Valuation Standards. For the estimation of the value of the Group's portfolio as at 31.12.2020, the
(a) method of comparative data or comparative method, (b) the method of capitalization of income or the method of
discounted cash flows (DCF) and (c) the residual method.
All the properties of the Group are located in Greece. The following table contains information on the valuation methods of
investment properties, by category of operating sector:
Fair Value
Valuation Method
Monthly
Market
Rent
Discount Rate
(%)
Capitalization
Rate (%)
Segment
Offices
34.952
80% discounted cash flows
(DCF) & 20% comparative
229
7,03%-8,91%
6,10%-7,75%
Logistics
58.813
80%-10% discounted cash
flows
(DCF) & 20% -90%
comparative
462
8,81%-9,69%
7,50%-8,25%
Hotel
20.700
80-85% discounted cash
flows (DCF) & 20-15%
comparative
n/a
8,80%-10,50%
7,00%-8,50%
Retail
2.017
80% discounted cash flows
(DCF) & 20% comparative
11
7,65%-7,71%
6,5%-6,75%
Special Use
3.559
80% discounted cash flows
(DCF) & 20% comparative
22
8,29%-8,66%
7,25%-7,52%
Land Plot
777
80%-10% discounted cash
flows (DCF) & 20%-90%
comparative
4
9,50%-9,68%
8,25%
120.768
The following table contains information regarding the valuation methods of investment properties, by category of operating
sector for 31.12.2020:
Fair Value
Valuation Method
Monthly
Market
Rent
Discount Rate
(%)
Capitalization
Rate (%)
Segment
Offices
31.522
80% discounted cash flows
(DCF) & 20% comparative
203
7,35%-9,10%
6,25%-7,50%
Logistics
48.756
80% discounted cash flows
(DCF) & 10% comparative
406
9,30%-9,70%
8,0%-8,25%
Hotel
18.900
80-85% discounted cash
flows (DCF) & 20-15%
comparative
n/a
9,30%-10,80%
7,0%-8,50%
Retail
2.909
80% discounted cash flows
(DCF) & 20% comparative
17
7,21%-8,60%
6,75%-7,0%
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
67
Special Use
3.394
80% discounted cash flows
(DCF) & 20% comparative
20
7,64%-8,71%
6,50%-7,25%
Land Plot
520
80%-10% discounted cash
flows (DCF) & 20%-90%
comparative
89
9,30%-9,71%
8,00%-8,25%
106.001
The measurement at fair value of non-financial assets was determined taking into account the Company's ability to achieve
their maximum and optimal use, assessing the use of each item that is physically possible, legally permissible and
economically feasible. This estimate is based on the physical characteristics, the permitted uses and the opportunity cost of
the investments made.
If on 31 December 2021 the discount rate used in the cash flow discount analysis differed by +/- 5% from Management
estimates, the book value of real estate investments would be estimated at € 2.479 thousand lower or € 2.879 thousand
higher.
If on 31 December 2021 the capitalization ratio used in the cash flow discount analysis differed by +/- 5% from the estimates
of independent appraisers, the book value of real estate investments would be estimated at € 3.119 thousand lower or € 3.805
thousand
higher.
If on 31 December 2021 the monthly market rent used in the cash flow discount analysis differed by +/- 5% from the estimates
of independent appraisers, the book value of real estate investments would be estimated at € 2.579 thousand higher or €
2.579 thousand lower.
7.
Acquisition of Subsidiaries
The subsidiaries that are consolidated in the Group are «Plaza Hotel Skiathos M.A.E.» and «Sarmed Warehouses A.E.» based
in Greece. Subsidiaries are fully consolidated (total consolidation).
The Company holds 100% of the shares of the company "Plaza Hotel Skiathos M.A.E" and 80% of the shares of the company
"SARMED WAREHOUSES A.E"
31.12.2021
31.12.2020
Plaza Hotel Skiathos S.S.A.
7.722
3.522
Sarmed Warehouses S.A.
24.168
23.903
31.890
27.425
Increasing participation in the subsidiary
"Sarmed Warehouses A.E."
by € 265 thousand is due to the liquidation of the
purchase and sale, that was completed on 30.09.2021.
On October 27, 2021, the increase of the share capital of the Subsidiary "Plaza Hotel Skiathos M.A.E." was approved by € 4.200
thousand with cash payment by the Company and the issue of 3.314.329 new registered shares, with a nominal value of € 1,34
each. Through the share capital increase, the renovation of the hotel owned by Plaza Hotel Skiathos MAE, "Plaza Skiathos
Resort", is financed.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
68
8.
Property, plant and equipment
Property Plant and equipment of the Group and the Company comprise of:
Group
Company
Land
and
Equipment
Total
Land and
Equipment
Total
Buildings
Buildings
Acquisition cost
Balance January 1, 2020
161
25
186
161
25
186
Additions through acquisition of subsidiary
152
-
152
Additions
-
4
4
-
4
4
Balance December 31, 2020
313
29
342
161
29
190
Accumulated depreciation
Balance January 1, 2020
10
11
21
10
11
21
Depreciation
4
5
9
3
4
8
Balance December 31, 2020
14
16
30
13
15
29
Net book value December 31, 2020
299
13
312
148
14
161
Balance January 1, 2021
313
29
342
161
29
190
Additions through acquisition of subsidiary
-
4
4
-
4
4
Additions
1.044
-
1.044
1.044
-
1.044
Balance December 31, 2021
1.357
33
1.390
1.205
33
1.238
Accumulated depreciation
Balance January 1, 2021
14
16
30
13
16
29
Depreciation
16
5
21
3
5
8
Balance December 31, 2021
30
21
51
16
21
37
Net book value December 31, 2021
1.327
12
1.339
1.189
12
1.201
An amount of € 1.044 thousand concerns a privately owned office space of 258,13 sq.m. which is to be used to house the
administrative operation of the Company and is part of the 3rd floor of the office building located in the Municipality of Athens,
Attica, on Mitropoleos Street 3.
9.
Intangible Assets
The intangible assets of the Group and the Company relate to software programs and are analyzed as follows:
Group
Company
Building cost
Balance January 1, 2020
8
8
Additions
-
-
Balance December 31, 2020
8
8
Accumulated depreciation
Balance January 1, 2020
5
5
Depreciations
2
2
Balance December 31, 2020
7
7
Net book value December 31, 2020
1
1
Balance January 1, 2021
8
8
Additions
-
-
Balance December 31, 2021
8
8
Accumulated depreciation
Balance January 1, 2021
7
7
Depreciations
1
1
Balance December 31, 2021
8
8
Net book value December 31, 2021
-
-
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
69
10.
Right of Use Assets
The rights of use assets of the Group and Company comprise car leases and are analyzed as follows:
Group
Company
Transportation
Transportation
Balance January 1, 2020
5
5
Additions
29
29
Additions through acquisition of
subsidiary
46
-
Depreciation
(6)
-5
Balance December 31, 2020
75
29
Υπόλοιπο 01 Ιανουαρίου 2021
75
29
Additions
-
-
Early termination of contracts
(46)
-
Depreciation
(7)
-7
Balance December 31, 2021
22
22
11.
Trade and other receivables
The analysis of trade and other receivables is as follows:
Group
Company
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Trade receivables
240
315
238
262
Less: Impairment provisions
(4)
(249)
(4)
(4)
Trade receivables
236
66
234
258
Receivables from related parties (note.28)
528
228
269
95
Subsequent expenses and advances
35
242
5
205
Other receivables and guarantees
1.197
1.766
659
1.004
Trade and other receivables
1.996
2.302
1.167
1.562
Non-current
684
329
299
329
Current
1.312
1.973
868
1.233
Total
1.996
2.302
1.167
1.562
The trade receivables of the Company as at 31 December 2021 include an amount of € 266 thousand relating to lease incentives
under a lease agreement. The accounting treatment of these incentives, in accordance with IFRS 16, provides for their partial
amortization during each lease.
Also in the other receivables on December 31, 2021 is included a VAT receivable of a total amount of € 44 thousand (€ 500
thousand on December 31, 2020) which were offset against other tax liabilities of the Company during the year 2022.
The subsidiary Sarmed Warehouses formed during the year a provision of € 246 thousand for the non-recoverable amount of
a claim against the Greek State amounting to € 490 thousand. The Company had filed an appeal against A.A.D.E. (Independent
Public Revenue Authority)
which concerns the recovery of state aid that had been granted to the dissolved company with the
establishment of a special tax-free reserve of 987 thousand of articles 2 and 3 of law 3220/2014. On February 3, 2021, the
company was served with the decision number Α1887 / 2020 by the Fourth three-member Administrative Court of Appeal of
Piraeus, where the appeal of the disbanded company "HELLENIC WAREHOUSES SARANTITIS SOCIETE ANONYME 244 thousand
that corresponds to it while for the remaining amount a precarious provision had been formed.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
70
The ageing analysis of the current trade receivables is as follows:
Group
Company
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Due within due date
Up to 1 month
1.263
224
1.233
224
From 1 month to 3 months
44
-
-
-
From 3 months to 12 months
3
-
-
-
Over 12 months
2
-
-
-
Total
1.312
224
1.233
224
Doubtful debts
4
249
4
4
Less: Provisions for bad debts
(4)
(249)
(4)
(4)
Net receivables after provisions
1.312
1.973
868
1.233
12.
Cash and cash equivalents
The analysis of cash and cash equivalents is as follows:
Group
Company
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Cash in hand
2
1
2
1
Short term bank deposits
4.275
2.066
2.481
898
Total
4.277
2.067
2.483
899
Short-term bank deposits consist of deposits on demand in Greece. All cash and cash equivalents relate to Euro deposits.
13.
Share Capital and purchase of treasury shares
The Share Capital is analyzed as follows:
Shares
Number
Share
Capital
Balance December 31, 2020
35.764.593
75.106
Balance December 31, 2021
35.764.593
75.106
The Company on 31.12.2021 held 343.618 treasury shares with a total nominal value of € 722 thousand and an acquisition
value of € 598 thousand. The treasury shares held on 31.12.2021 corresponded to 0,96% of the Company's share capital.
14.
Reserves
Group
Company
01.01.2021
-
01.01.2020
-
01.01.2021
-
01.01.2020
-
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Statutory reserve
380
148
294
148
Special reserve
2.742
2.742
2.742
2.742
Other reserves
(1.583)
(1.583)
(1.583)
(1.583)
Total
1.539
1.307
1.453
1.307
According to article 158 of Law 4548/2018, as in force, the Company is obliged to withhold from its net accounting profits an
amount of 5% per annum as a regular reserve, until the total of the regular reserve amounts to 1/3 of the paid share capital.
The regular reserve cannot be distributed throughout the life of the Company.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
71
According to the decision of 06.09.2019 of the General Meeting of Shareholders approved the nominal reduction of the
Company's capital by the amount of 2.742 thousand, with a reduction of the nominal value of each common registered voting
vote of the Company from € 2,33 to € 2,10, according to article 31 of Law 4548/2018, for the formation of an equal amount of
special reserve. The Company will decide later how to use the above special reserve which cannot be distributed, either for
the purpose of re-capitalization or offset to amortize losses of the Company, according to Law 4548/2018, as in force.
The other reserves relate to the expenses of the share capital increase, with a total value of € 50.071 thousand, which was
completed on December 20, 2019 and which were transferred from the profits to new ones.
15.
Retirement Benefit Obligations
According to the legislation, employees are entitled to compensation in case of dismissal or retirement, the amount of which
varies depending on salary, the years of service and the manner of departure.
The amounts recorded in the Consolidated Financial Statement have been determined as follows:
Group and Company
31.12.2021
31.12.2020
Present value of unfunded obligations
10
17
Liability in the Statement of Financial Position
10
17
The amounts recognized in the Statement of comprehensive income is as follows:
31.12.2021
31.12.2020
Service cost
(8)
10
Total amount included in employee benefits
(Note 21)
(8)
10
The change of the liability that has been recognized in the Statement of Financial Position is as follows:
31.12.2021
31.12.2020
Opening balance
17
8
Service cost
(8)
10
Actuarial gains/(losses) from change in financial
assumptions
1
(1)
Closing balance
10
17
The main actuarial assumptions used are:
31.12.2021
31.12.2020
Discount rate
0,45%
0,35%
Inflation rate
1,70%
1,60%
Future salary increases
1,70%
1,70%
The IFRS Interpretations Committee issued in May 2021 the final decision on the agenda entitled "Distribution of benefits in
periods of service in accordance with International Accounting Standard (IAS) 19", which includes explanatory material and
disclosures regarding the distribution of benefits in periods of service on a specific defined benefit plan.
Based on the above decision, the way in which the basic principles of the standard were applied in Greece in relation to the
past, and consequently the economic entities that prepare their financial statements in accordance with IFRS, are required to
amend depending on their accounting policy regarding this decision. The implementation of this decision resulted in the
distribution of benefits in the last 16 years until the date of retirement of employees in accordance with the applicable legal
framework and additional contractual obligations in accordance with the respective collective agreements of the Company
and be treated as a change in accounting policy with retroactive effect. Assuming that the implementation of the change in
IAS 19 would have taken place from 1 January 2020 and taking into account the guidelines the effect of the implementation
of the decision of the Interpretation Committee would have resulted in the retirement obligations due to retirement to be
reduced by € 9 thousand and to increase accordingly the results in neon by this amount.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
72
The Management estimates that the effect of the implementation of the above decision does not have a significant effect on
any item of the consolidated and corporate position of financial position such as e.g. (Employee benefits due to retirement,
New results) and therefore applied from the beginning of the current accounting period and not retrospectively.
16.
Borrowings
Group
Company
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Sort term borrowings
486
10.137
-
10.017
Government loan
67
55
-
-
Bond loans
29.600
8.121
29.600
8.121
Total borrowings
30.153
18.313
29.600
18.138
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Long-term borrowing
Government loan
67
55
-
-
Bond loans
28.508
7.924
28.508
7.924
Long-term borrowings
28.575
7.979
28.508
7.924
Short-term borrowings
Sort term borrowings
486
10.137
-
10.017
Bond loans
1.092
197
1.092
197
Short-term borrowings
1.578
10.334
1.092
10.214
Total borrowings
30.153
18.313
29.600
18.138
The maturity of loans is as follows:
Group
Company
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Up to 1 year
1.578
10.334
1.092
10.214
From 1 to 5 years
6.371
1.688
6.304
1.633
Over 5 years
22.204
6.291
22.204
6.291
30.153
18.313
29.600
18.138
The liabilities from the bond loan are secured by collateral on real estate investment (see Note 27). Also, according to the
terms of most of the loan agreements, the Company is required to comply with specific financial covenants. Throughout the
existing borrowing, the Company covered the obligations to comply with these covenants.
The weighted interest rate on loan liabilities was 2,95% for 2020, compared to 2,89% in 2019.
On April 15
th
, 2020, the Company repaid in full the joint bond loan issued on 18.07.2018, that it had raised with ALPHA BANK
S.A. with a total nominal value (capital) of up to € 10.000 thousand.
On June 14
th
, 2019, the Company entered into a program for the issuance of a joint bond loan with EUROBANK Bank SA.
amounting to € 20.000 thousand. On December 31, 2020 the balance of the outstanding bonds amounts to € 8.110 thousand.
On 21.01.2021, on 18.02.2021 and 20.04.2021 new bonds were issued, while on 14.12.2021 a partial repayment of bonds
amounting to € 600 thousand was made, with the result that on 31.12.2021 the balance of the outstanding bonds amounted
to € 11.845 thousand. On October 22, 2020, the Company proceeded with the modification of the above bond loan that it had
concluded with Eurobank SA. reducing the interest rate margin, while on February 5, 2021 the Company proceeded to a second
amendment with a further reduction.
On December 11, 2020, the Company entered into a mutual loan for the financing of investments amounting to € 10.000
thousand. This loan was used as an intermediate loan (bridge financing) until the completion of the procedures for issuing an
equivalent bond loan with Alpha Bank A.E. which was signed on March 5, 2021.
On October 20, 2021, the Company issued a new joint bond loan with Alpha Bank A.E. amounting to € 20.000 thousand. On
08.12.2021 bonds amounting to € 8.000 thousand were issued, while on 18.01.2022, after the balance sheet date from the
above program, additional bonds amounting to € 2.000 thousand were issued.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
73
In addition, on the basis of a mutual loan agreement with the National Bank of Greece SA, the Company on 19.04.2021 and on
11.05.2021 was financed with a total amount of € 1.200 thousand for real estate investments, which it repaid on 30.07.2021.
The subsidiary "Plaza Hotel Skiathos MAE" has been financed through mutual loans on November 3, 2020 and December 29,
2020 with a loan of € 120 thousand maturing on May 4, 2021. On May 5, the loan was extended until October 29, 2021 and
on October 29, the expiration of the loan was extended until January 28, 2022, when it was repaid. The subsidiary on
22.07.2021, 13.10.2021, and 26.10.2021 was financed with a total amount of € 360 thousand. After the balance sheet date
and until the date of publication of this financial information the subsidiary has paid a total amount of € 430 thousand.
The "State-funded Loan" item relates to State aid provided through a repayable advance under measures to support
businesses affected by the effects of the Covid-19 pandemic. On May 14, 2021 the subsidiary "Sarmed Warehouses.AE" was
subsidized with a state loan of € 12 thousand through the repayable advance 7. For the period until December 31, 2021 an
interest-free grace period is provided during which the subsidiary is not obliged to return any part capital or interest. Half
(50%) of the amount of aid is not refundable under the condition of maintaining the level of employment until 31 August 2021,
a condition met by the subsidiary.
17.
Trade and other payables
The analysis of trade and other payables is as follows:
Group
Company
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Suppliers
405
868
216
847
Amounts due to related parties
(Note 29)
11
10
12
7
Accrued expenses
186
140
155
102
Social security funds
81
6
6
(27)
Customer advances
-
25
-
25
Property Tax (ENFIA)
95
131
4
123
Deferred income
10
9
10
9
Other liabilities
1.215
401
4.659
400
Rental guarantees received
435
424
435
424
Total
2.438
2.014
5.497
1.910
Liabilities classification:
Group
Company
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Non-current
434
771
434
771
Current
2.004
1.243
5.063
1.139
Total
2.438
2.014
5.497
1.910
Other liabilities include an amount of € 1.079 thousand which concerns a guarantee of good execution of the Company's
property under construction in Aspropyrgos, which was given as a withholding of 10% of the total contract amount, and the
renovation of the subsidiary Plaza Hotel Skiathos.
In addition, the other liabilities of the Company include an amount of € 3.570 thousand regarding the Company's obligation
for the full payment in cash of the share capital increase of the subsidiary "Plaza Hotel Skiathos MAE" according to the decision
of the Ordinary General Meeting on 27.10.2021 (Note 7). The relevant amount has been paid in full by March 3, 2022.
18.
Rental Income
Group
Company
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Rental income from investment properties
5.592
3.680
3.312
3.361
rent subsidy
447
-
368
-
Other income
27
1
10
-
Total
6.064
3.681
3.690
3.361
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
74
The rent subsidy item includes the state compensation of 60% of the rent, given to the property owners due to the mandatory
exemption from the obligation to pay the total rent, which was imposed in the context of dealing with the effects of the COVID-
19 pandemic.
The Group leases its properties with long-term operating leases. Given that the Group's properties are located in Greece, the
annual rent adjustments are linked to the Greek VAT rate, while in most leases in case of deflation there is no negative impact
on the Group's income.
The rental income of the Group is not subject to seasonal fluctuations, except for some individual leases where a percentage
of the turnover is provided in addition to the monthly rent which is calculated at the beginning of each year and concerns the
previous calendar year.
The future aggregate minimum rentals receivable under non-cancellable operating leases, excluding future adjustments, are
as follows:
31.12.2021
31.12.2020
1
st
year
8.020
6.443
2
nd
year
7.993
6.346
3
rd
year
7.859
6.325
4
th
year
7.575
6.202
5
th
year
7.145
6.004
Over 5 years
26.346
24.744
Total
64.938
56.064
19.
Direct property related expenses
The direct expenses related to investment properties are analyzed as follows:
Group
Company
01.01.2021
-
01.01.2020
-
01.01.2021
-
01.01.2020
-
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Valuation fees
(38)
(36)
(34)
(33)
Expenses for lawyers, notaries
(1)
(6)
(1)
(2)
Insurance expenses
(103)
(65)
(64)
(61)
Office utilities and other service charges
(34)
(32)
(34)
(29)
Repair and maintenance expenses
(2)
(32)
(2)
(28)
Broker fees
(10)
-
(10)
-
Other Expenses
(72)
(5)
(72)
(3)
Total
(260)
(176)
(216)
(156)
The direct operating expenses incurred on leased and non-leased real estate were as follows:
Group
Company
01.01.2021
-
01.01.2020
-
01.01.2021
-
01.01.2020
-
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Leased properties
(166)
(159)
(123)
(139)
Vacant properties
(94)
(17)
(94)
(17)
Total
(260)
(176)
(216)
(156)
Other expenses related to non-leased real estate include for the year 2021 an amount of € 69 thousand, which concerns
compensation of early termination of the lease given to a lessee of the Company's property at 42 Poseidonos Ave., in order to
proceed immediately with the renovation and energy upgrade due to property.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
75
20.
Single Property Tax (ENFIA)
Group
Company
01.01.2021
-
01.01.2020
-
01.01.2021
-
01.01.2020
-
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Single Property Tax (ENFIA)
(643)
(393)
(372)
(369)
Total
(643)
(393)
(372)
(369)
The Single Property Tax (ENFIA) for the year 2021 compared to 2020, increased by 63,5% due to the increase in the number of
properties in the portfolio between 01.01.2021 (28 properties) and 01.01.2020 (22 properties).
21.
Personnel expenses
Group and Company
1.1.2021 -
31.12.2021
1.1.2020 -
31.12.2020
Salaries
(303)
(258)
Social security costs
(61)
(60)
Retirement benefit obligations expenses (note 15)
8
(10)
Distributed profits to staff and the Board
(150)
(70)
Other expenses
(56)
(13)
Total
(572)
(411)
Profits Distributed to staff and Members of the Board relate to a provision of € 160 thousand for distributed profits for the
year 2021 which will be paid within 2022 as well as an amount of € 70 thousand distributed to the staff in 2021 from the profits
for the year 2020 with the dividend for the year 2020.
The number of employees of the Company as at 31 December 2021 was 8 persons, while on 31.12.2020 it was 6 persons.
The subsidiaries of the Group do not employ any personnel.
22.
Other operating expenses
Group
Company
Όμιλος
Εταιρεία
01.01.2021 -
01.01.2020 -
01.01.2021 -
01.01.2020 -
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Remuneration of Board members
(86)
(86)
(86)
(86)
Third party expenses
(120)
(90)
(119)
(69)
Administrative expenses
(155)
(138)
(118)
(129)
Communal expenses and utilities
(owner-occupied)
(9)
(5)
(9)
(5)
Insurance expenses (D&O)
(8)
(5)
(8)
(5)
Right-of-use assets
-
(2)
(2)
(2)
Other expenses
7
(138)
15
(132)
Total
(371)
(464)
(327)
(428)
The costs of administrative support of the Group amounting to € 155 thousand include € 61 thousand relating to costs of
operational / administrative support services by affiliated companies (see Note 29).
The other expenses of the Group and the Company include a rebuttal amount of € 154 thousand which concerns the
determination of the deductible tax (prorata) of the current year (01.01.2020-31.12.2020: € 102 thousand), due to separation
of activities.
The following fees relate to the fees of the company PRICEWATEHOUSECOOPERS based in Greece for the services it provided
to the Group for the years 2021 and 2020:
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
76
Group
Company
Group
Company
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Statutory Audit fees for the financial
statements of the Company
47
33
33
29
Tax audit certificate
13
10
7
7
Other audit tasks
13
6
13
7
Agreed Upon Procedures related to
the “Statement of Investments”
The fee is included in the one of the statutory audit of the
annual financial statements
Audit Fees included in
administrative expenses
73
54
53
43
Total Audit Fees
73
54
53
43
23.
Financial income and costs
The net financial income and expenses are analyzed as follows:
Group
Company
01.01.2021 -
01.01.2020 -
01.01.2021 -
01.01.2020 -
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Bond Loans interest expenses
(320)
(264)
(320)
(264)
Open-end account interest expenses
(151)
(17)
(140)
(17)
Financial expenses
(5)
(246)
(5)
(245)
Other interest income
214
36
214
36
Total
(262)
(491)
(451)
(490)
The amount of financial expenses for 31.12.2021 is reduced, as interest on bond debt was capitalized based on IAS 23,
amounting to € 188 thousand. Other interest income includes an amount of € 208 thousand as a result of modification of
previous loan terms that did not lead in recognition interruption.
24.
Taxes
Group
Company
01.01.2021
-
01.01.2020
-
01.01.2021
-
01.01.2020
-
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Corporate tax (REIC)
(128)
(88)
(84)
(83)
Deferred tax
-
-
-
-
Total
(128)
(88)
(84)
(83)
25.
Dividends per share
On April 21, 2021, the Ordinary General Meeting of the Company's shareholders decided to distribute a dividend totaling €
2.124 thousand, ie € 0,06 per share (net), from the profits of the year 2020 and previous years, which was paid to the
beneficiaries on the 28th. April 2021. On March 30, 2020, the Ordinary General Meeting of the Company's shareholders
decided to distribute a dividend totaling € 1.395 thousand or € 0,039 per share (net), from the profits of the year 2019 and
previous years, which was paid to the beneficiaries on April 7, 2020.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
77
The subsidiary "SARMED WAREHOUSES SA" on October 12, 2021, by decision of the Board of Directors decided to distribute a
temporary dividend totaling € 1.110 thousand, ie € 0.185 per share (net), from the profits of the year 2021, of which amount
€ 888 thousand The Company received during the year 2021, while the remaining amount concerns minority shareholders.
26.
Earnings per share
Basic and diluted
The basic and diluted earnings per share are calculated by dividing the profit / (loss) attributed to the shareholders of the
Company, by the weighted average number of common shares outstanding during the period.
Group
Company
01.01.2021-
01.01.2020 -
01.01.2021-
01.01.2020-
31.12.2021
31.12.2020
31.12.2021
31.12.2020
Profits after taxes
8.296
2.070
7.133
709
Profits attributable to the shareholders
7.802
1.922
7.133
709
Profits attributable to minority shareholders
494
148
-
-
Weighted average number of shares
35.764.593
35.764.593
35.764.593
35.764.593
Treasury shares
343.618
272.412
343.618
272.412
Weighted average number of ordinary shares
in issue
35.420.975
35.492.181
35.420.975
35.492.181
Basic and diluted earnings per share (€ per
share)
0,220
0,054
0,201
0,020
27.
Contingent Liabilities
Capital commitments
On July 30, 2020, the Company signed a contract for the construction of a modern logistics center of a total area of 20.797
sq.m., fire protection specifications category Z3 in Aspropyrgos, Attica. The contractor's consideration was agreed at € 9.626
thousand plus VAT which was paid gradually until the completion of the project or was completed on January 31, 2022 when
it was delivered to the Company. This construction was financed through a loan. The property from 01.02.2022 is fully leased
to Info Quest Technologies M.A.E.B.E ..
The subsidiary Plaza Hotel Skiathos MAE, on October 8, signed a contract for a total amount of € 2.841 thousand for the
renovation of the hotel unit located in the Kanapitsa area of Skiathos and named "Skiathos Plaza", while the total budget cost
of the renovation is estimated € 4.200 thousand. On 31.12.2021 an amount of € 582 thousand plus VAT had already been paid
from the total contract price of the above contract.
Financial leases commitments
The Company has not entered into any leasing agreements.
Legal cases
A third party lawsuit is pending against the Company, which was served on the Company on 21.1.2022. The lawsuit concerns
a claim of 58,61 sq.m. and 1.090,42 sq.m. from the total of 102.813,17 sq.m. owned by the Company in Aspropyrgos.
Subsequently, the Company filed a lawsuit against the sellers of these properties to the Company, according to which they
must pay to the Company an amount corresponding to the acquisition price of the claimed shares as compensation due to
reduction of the Company's assets and in accordance the provisions due to their unjust enrichment. Therefore, the Company
considers that it is not required to make any provision for a future liability.
28.
Guarantees
In the context of the issuance of the joint bond loan with Eurobank Ergasias A.E. amounting to € 20.000 thousand (see Note
16) a pre-mortgage note has been registered in favor of the lender "Eurobank Ergasias A.E.", amounting to € 26.000 thousand
each for the properties of Al. Pantou 27, 119 Kifissou Avenue, 125-127 Kifissou Avenue, 65 Loutrou, Alamanas 1, El. Venizelou
280 and the hotel "Mr & Mrs White Paros". In addition, all the rights of the Company have been assigned as they derive from
the leases and insurance contracts of the aforementioned real estate.
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
78
For the store located on 25th of March 1 and Volunteers of Dodecanese in the city of Rhodes acquired on 29/10/2019, is
pending the completion of the elimination of a mortgage note of € 2,600 thousand in favor of "Bank PROBANK A.E" at the
competent cadastral office. This note was borne by the previous owners and is expected to be completed in the near future.
In the context of the issuance of the joint bond loan with Alpha Bank A.E. amounting to € 10.000 thousand from 27.05.2021,
a mortgage note has been registered in favor of the lender "Alpha Bank A.E.", amounting to € 12.000 thousand each for the
properties of Al. Pantou 19-23, Al. Pantou 25 and Argyroupoleos 2A. In the context of the issuance of a joint bond loan with
Alpha Bank A.E. from 20.10.2021 up to € 20.000 thousand, a mortgage note has been registered in favor of the lender "Alpha
Bank A.E.", amounting to € 24.000 thousand for the under-construction storage and distribution (Logistics) complex of the
Company located in Aspropyrgos, Attica. In addition, all the rights of the Company have been assigned as they derive from the
leases and insurance contracts of the aforementioned real estate.
29.
Related party transactions
At the end of the current period the main shareholders of the Company, which hold significant direct or indirect within the
meaning of articles 9 to 11 of Law 3556/2007, are also the main shareholders of the Quest Holdings Group SA. and participate
directly in the management, in the control of the Company and the Group and there is administrative dependence, as well as
exercise of controlling influence in the Company. Based on these, there is a related party relationship between the Company
and the above Group.
At the end of the current period, Quest Holdings SA has investments in subsidiaries that are also related parties to the
Company.
All transactions with related parties are objective and are carried out on an arm’s length basis with the usual commercial terms
for similar transactions with third parties.
Related parties’ transactions are as follows:
Group
Company
01.01.2021 -
31.12.2021
01.01.2020-
31.12.2020
01.01.2021 -
31.12.2021
01.01.2020-
31.12.2020
i) Rental income investment properties
Subsidiaries
-
-
1
-
Quest Holdings S.A.
80
80
80
80
Other related parties
3.601
1.601
1.538
1.524
3.681
1.681
1.619
1.604
i) Purchases of fixed assets
Subsidiaries
-
-
10
-
-
-
10
-
i) Purchases of fixed assets
Quest Holdings S.A.
-
-
-
-
Other related parties
2
2
2
2
2
2
2
2
iii) Expenses related to services
Obtaining operational / administrative support
services
Quest Holdings S.A.
7
10
7
10
Other related parties
64
60
54
55
71
70
61
65
iv) Management Benefits
Salaries and other short-term employee
benefits
320
309
320
309
320
309
320
309
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
79
v) End-of-year balances from rentals,-
purchases of goods / receipt of services
Receivables from related parties:
Quest Holdings SA
5
2
5
2
Other related parties
525
226
264
93
530
228
269
95
Liabilities due to related parties:
Quest Holdings SA
-
1
-
1
Other related parties
12
8
12
6
12
9
12
7
Long-term guarantees:
Quest Holdings SA
15
15
15
15
Other related parties
296
293
296
293
311
308
311
308
The service costs of a total amount of € 61 thousand relate to services offered by the related party Quest Holdings S.A. for
shareholders and corporate announcements services, by Unisystems S.A. for accounting support and payroll management, as
well as IT and computer services from the related party Info Quest Technologies SA.
30.
Unaudited tax fiscal years
As provided by no. 65A of law 4174/2013, the Greek Societes Anonymes and the Limited Liability Companies, whose annual
financial statements are compulsorily audited by Statutory Auditors, registered in the public Register of Law 4449/2017, have
the choice to receive from the auditors their "Annual Tax Certificate". This certificate is issued after a tax audit carried out by
the same Statutory Auditor or audit firm which audits the financial statements. Following the completion of the tax audit, the
Statutory Auditor or the audit firm issues the "Tax Compliance Report", accompanied by the Appendix of Detailed Information.
This Report and its Appendix are uploaded to the Ministry of Finance by the Statutory Auditor or the audit office.
On 04.10.2021 the Company received a certificate of tax compliance for the year 2020 from PricewaterhouseCoopers SA. On
07.10.2021 the subsidiary "Sarmed Warehouses SA", received a certificate of tax compliance for the year 2020 from C&A
HELLAS CERTIFIED AUDITORS PC and the subsidiary "Plaza Hotel Skiathos MAE" on 25.10.2021 from PricewaterhouseCoopers
Auditing Company. For the year 2021, the relevant tax certificate has not been issued to date, the deadline for submission of
which is October 31, 2022. However, the Management estimates that no substantial changes are expected in the tax liabilities
of the Company and the Group, as reflected in financial statements for that year.
31.
Events after the end of the reporting period
1.
On January 31, 2022 the construction was completed and a modern logistics center, with Z3 category fire protection
specifications and a total area of 20.797 sq.m. in Aspropyrgos, Attica was delivered to the Company, which is expected to
offer significant results in the future results of the Company. The property from 01.02.2022 is fully leased to Info Quest
Technologies M.A.E.B.E.
2.
On January 18, 2022 the subsidiary "Plaza Hotel Skiathos MAE" signed an agreement with the international hotel chain
"Radisson Hospitality" and the leasing company Hotel Brain SA for the utilization of a modern hotel unit of the Company
located in the Kanapitsa area of Skiathos, which will operate under the name "Radisson Resort Plaza Skiathos".
3.
On January 18, 2022, the Company issued additional bonds totaling € 2.000 thousand from the bond loan program with
Alpha Bank A.E. and on March 1, 2022, provided additional financing in the amount of € 2.100 thousand from the mutual
loan program it has concluded with Alpha Bank A.E to finance the renovation of the hotel of the subsidiary Plaza Hotel
Skiathos M.A.E.
4.
The subsidiary "Plaza Hotel Skiathos M.A.E" on 24, 26 and 28 January 2022 proceeded to repay a total amount of € 430
thousand from the mutual debt program it has concluded with the National Bank of Greece SA from its mutual debt.
5.
Recent geopolitical developments in Ukraine, military action and subsequent economic sanctions have led to increases in
energy costs and, consequently, to further increases in raw material prices. The companies of the Group have not
undertaken major construction projects to be directly affected by these increases, while the energy costs are borne by the
tenants of the properties and not the owner. The companies of the Group are active only in the Greek territory and their
activities do not seem to be significantly affected. However, a possible deterioration of conditions that could further affect
Annual Separate and Consolidated Financial Report for the year ended
on December 31st, 2021
(Amounts presented in thousand € except if otherwise stated)
80
the global and consequently the Greek economy cannot be reliably estimated at this time. The Management constantly
re-evaluates the situation and its possible effects, and, as far as possible, ensures that all necessary and possible measures
are taken in time to minimize any impact on the Group's activities.
No other events occurred after the Balance Sheet date, that materially affect these financial statements.
The present Annual Company and Consolidated Financial Statements for the year ended December 31
st
, 2021, have been
approved by the Board of Directors of the Company on March 28
th
, 2022 and have been signed as follows:
Chairman of the Bod
Chief Executive Officer
Chief Accountant
Financial Controller
Theodore D. Fessas
Anna G. Apostolidou
Konstantinos I. Tsiagkras
Emmanouil A. Andrikakis
ID No. AΕ106909
ID No. AΜ540378
ID No. ΑΙ113404
ID No. ΑΟ133897
Reg.No. 0008340/ A'Class
Reg.No. 0008340/ A'Class

The explanation of the change in either the name of the reporting entity or any other means of identification from the end of the preceding reporting period. N/A