213800Q5O2WIDKF6SZ42 2023-01-01 2023-12-31 213800Q5O2WIDKF6SZ42 2023-12-31 213800Q5O2WIDKF6SZ42 2022-12-31 213800Q5O2WIDKF6SZ42 2022-01-01 2022-12-31 213800Q5O2WIDKF6SZ42 2021-12-31 ifrs-full:IssuedCapitalMember 213800Q5O2WIDKF6SZ42 2021-12-31 ifrs-full:SharePremiumMember 213800Q5O2WIDKF6SZ42 2021-12-31 ifrs-full:FairValueHedgesMember 213800Q5O2WIDKF6SZ42 2021-12-31 ifrs-full:OtherReservesMember 213800Q5O2WIDKF6SZ42 2021-12-31 ifrs-full:RetainedEarningsMember 213800Q5O2WIDKF6SZ42 2021-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800Q5O2WIDKF6SZ42 2021-12-31 ifrs-full:NoncontrollingInterestsMember 213800Q5O2WIDKF6SZ42 2021-12-31 213800Q5O2WIDKF6SZ42 2022-01-01 2022-12-31 ifrs-full:IssuedCapitalMember 213800Q5O2WIDKF6SZ42 2022-01-01 2022-12-31 ifrs-full:SharePremiumMember 213800Q5O2WIDKF6SZ42 2022-01-01 2022-12-31 ifrs-full:FairValueHedgesMember 213800Q5O2WIDKF6SZ42 2022-01-01 2022-12-31 ifrs-full:OtherReservesMember 213800Q5O2WIDKF6SZ42 2022-01-01 2022-12-31 ifrs-full:RetainedEarningsMember 213800Q5O2WIDKF6SZ42 2022-01-01 2022-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800Q5O2WIDKF6SZ42 2022-01-01 2022-12-31 ifrs-full:NoncontrollingInterestsMember 213800Q5O2WIDKF6SZ42 2022-12-31 ifrs-full:IssuedCapitalMember 213800Q5O2WIDKF6SZ42 2022-12-31 ifrs-full:SharePremiumMember 213800Q5O2WIDKF6SZ42 2022-12-31 ifrs-full:FairValueHedgesMember 213800Q5O2WIDKF6SZ42 2022-12-31 ifrs-full:OtherReservesMember 213800Q5O2WIDKF6SZ42 2022-12-31 ifrs-full:RetainedEarningsMember 213800Q5O2WIDKF6SZ42 2022-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800Q5O2WIDKF6SZ42 2022-12-31 ifrs-full:NoncontrollingInterestsMember 213800Q5O2WIDKF6SZ42 2023-01-01 2023-12-31 ifrs-full:AggregateContinuingAndDiscontinuedOperationsMember 213800Q5O2WIDKF6SZ42 2022-01-01 2022-12-31 ifrs-full:AggregateContinuingAndDiscontinuedOperationsMember 213800Q5O2WIDKF6SZ42 2023-01-01 2023-12-31 ifrs-full:DiscontinuedOperationsMember 213800Q5O2WIDKF6SZ42 2022-01-01 2022-12-31 ifrs-full:DiscontinuedOperationsMember 213800Q5O2WIDKF6SZ42 2023-01-01 2023-12-31 ifrs-full:IssuedCapitalMember 213800Q5O2WIDKF6SZ42 2023-01-01 2023-12-31 ifrs-full:SharePremiumMember 213800Q5O2WIDKF6SZ42 2023-01-01 2023-12-31 ifrs-full:FairValueHedgesMember 213800Q5O2WIDKF6SZ42 2023-01-01 2023-12-31 ifrs-full:OtherReservesMember 213800Q5O2WIDKF6SZ42 2023-01-01 2023-12-31 ifrs-full:RetainedEarningsMember 213800Q5O2WIDKF6SZ42 2023-01-01 2023-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800Q5O2WIDKF6SZ42 2023-01-01 2023-12-31 ifrs-full:NoncontrollingInterestsMember 213800Q5O2WIDKF6SZ42 2023-12-31 ifrs-full:IssuedCapitalMember 213800Q5O2WIDKF6SZ42 2023-12-31 ifrs-full:SharePremiumMember 213800Q5O2WIDKF6SZ42 2023-12-31 ifrs-full:FairValueHedgesMember 213800Q5O2WIDKF6SZ42 2023-12-31 ifrs-full:OtherReservesMember 213800Q5O2WIDKF6SZ42 2023-12-31 ifrs-full:RetainedEarningsMember 213800Q5O2WIDKF6SZ42 2023-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800Q5O2WIDKF6SZ42 2023-12-31 ifrs-full:NoncontrollingInterestsMember iso4217:EUR iso4217:EUR xbrli:shares
Annual Financial Report
According to article 4 of L. 3556/2007
for the financial year from January 1st, 2023 to December 31st, 2023
(amounts
in € thousand unless otherwise mentioned)
MIG HOLDINGS S.A.
El. Venizelou 10, 106 71 Athens, Greece
Tel. +30 210 3504000
General Commercial Reg. Nr. 3467301000
(Societe Anonyme Reg. Nr. 16836/06/
Β
/88/06)
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 2
[THIS PAGE HAS DELIBERATELY BEEN LEFT BLANK]
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 3
Table of Contents
A. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS
.............................................
6
B
. Independent Auditor’s Report
........................................................................................................................
7
C. MANAGEMENT REPORT OF THE BOARD OF DIRECTORS OF “MIG HOLDINGS S.A.” ON THE
CONSOLIDATED AND CORPORATE FINANCIAL STATEMENTS FOR THE YEAR 2023
............................
14
D. ANNUAL CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR
ENDED AS AT 31
st
OF DECEMBER 2023
............................................................................................................
46
CONSOLIDATED INCOME STATEMENT FOR THE FINANCIAL YEAR 2023
...............................................
47
SEPARATE INCOME STATEMENT FOR THE FINANCIAL YEAR 2023
.........................................................
48
CONSOLIDATED AND SEPARATE STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL
YEAR 2023
.....................................................................................................................................................
49
CONSOLIDATED AND SEPARATE STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31
st
2023
...........................................................................................................................................................
50
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR 2023
..................
51
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR 2022
..................
52
SEPARATE STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR 2023
............................
53
SEPARATE STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR 2022
............................
53
STATEMENT OF CASH FLOWS FOR THE FINANCIAL YEAR 2023 (CONSOLIDATED AND SEPARATE) 54
1
GENERAL INFORMATION OF THE GROUP
.............................................................................................
56
2
GROUP STRUCTURE AND ACTIVITIES
...................................................................................................
57
3
BASIS OF FINANCIAL STATEMENTS PRESENTATION
.........................................................................
58
4
MATERIAL INFORMATION ABOUT ACCOUNTING POLICIES
.............................................................
62
5
OTHER INFORMATION ABOUT ACCOUNTING POLICIES
....................................................................
71
6
SIGNIFICANT ACCOUNTING ESTIMATES AND MANAGEMENT ASSESSMENTS
..............................
74
7
BUSINESS COMBINATIONS AND ACQUISITIONS OF NON-CONTROLLING INTERESTS
.................
76
8
DISPOSAL GROUPS HELD FOR SALE AND DISCONTINUED OPERATIONS
.......................................
77
9
OPERATING SEGMENTS
............................................................................................................................
79
10
PROPERTY, PLANT AND EQUIPMENT & RIGHT-OF-USE ASSETS
......................................................
82
11
INTANGIBLE ASSETS
.................................................................................................................................
84
12
INVESTMENTS IN SUBSIDIARIES
.............................................................................................................
85
13
OTHER FINANCIAL ASSETS AND OTHER FINANCIAL ASSETS AT FAIR VALUE THROUGH
PROFIT OR LOSS
.........................................................................................................................................
87
14
INVESTMENT PROPERTIES
.......................................................................................................................
88
15
OTHER NON-CURRENT ASSETS
...............................................................................................................
88
16
TRADE AND OTHER RECEIVABLES
.........................................................................................................
89
17
OTHER CURRENT ASSETS
.........................................................................................................................
89
18
CASH AND CASH EQUIVALENTS
..............................................................................................................
90
19
SHARE CAPITAL AND SHARE PREMIUM
................................................................................................
90
20
OTHER RESERVES AND FAIR VALUE RESERVES
.................................................................................
91
21
EMPLOYEE RETIREMENT BENEFITS OBLIGATIONS
...........................................................................
92
22
BORROWINGS
..............................................................................................................................................
93
23
CHANGES IN LIABILITIES FROM FINANCING ACTIVITIES
................................................................
96
24
OTHER LONG-TERM LIABILITIES
...........................................................................................................
97
25
SUPPLIERS AND OTHER LIABILITIES
.....................................................................................................
97
26
TAX PAYABLE
.............................................................................................................................................
97
27
OTHER SHORT-TERM LIABILITIES
.........................................................................................................
97
28
SALES
...........................................................................................................................................................
97
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 4
29
COST OF SALES
–
ADMINISTRATIVE
–
DISTRIBUTION EXPENSES
...................................................
98
30
OTHER OPERATING INCOME
...................................................................................................................
99
31
OTHER OPERATING EXPENSES
...............................................................................................................
99
32
OTHER FINANCIAL RESULTS
...................................................................................................................
99
33
FINANCIAL EXPENSES
.............................................................................................................................
100
34
FINANCIAL INCOME
................................................................................................................................
100
35
INCOME TAX
.............................................................................................................................................
100
36
EARNINGS PER SHARE
............................................................................................................................
101
37
ANALYSIS OF TAX EFFECTS ON OTHER COMPREHENSIVE INCOME
.............................................
102
38
RELATED PARTIES TRANSACTIONS
.....................................................................................................
103
39
CONTINGENT LIABILITIES
.....................................................................................................................
105
40
FAIR VALUE OF FINANCIAL INSTRUMENTS
.......................................................................................
109
41
RISK MANAGEMENT POLICIES
..............................................................................................................
110
42
STATEMENT OF FINANCIAL POSITION POST REPORTING DATE EVENTS
....................................
114
43
APPROVAL OF FINANCIAL STATEMENTS
............................................................................................
114
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 5
ABBREVIATIONS
As used in the Financial Statements unless otherwise mentioned:
“Company», “
MIG
”
refers to “MIG HOLDINGS S.A.”
“
Group
”
refers to MIG HOLDINGS S.A. and its subsidiaries
“ΑΤΗΕΝΙΑΝ INVESTMENTS”
refers to “ATHENIAN INVESTMENTS HOLDINGS S.A.”
“
ATTICA
”
refers to “ATTICA HOLDINGS S.A.”
“MIG AVIATION HOLDINGS”
refers to “MIG AVIATION HOLDINGS LTD”
“MIG LEISURE”
refers to “MIG LEISURE LTD”
“MIG MEDIA (Under liquidation)”
refers to “MIG MEDIA
S.A. (Under liquidation)”
“MIG REAL ESTATE SERBIA”
refers to “MIG REAL ESTATE (SERBIA) B.V.”
“MIG SHIPPING”
refers to “MIG SHIPPING S.A.”
“RKB”
refers to “JSC ROBNE KUCE BEOGRAD”
“SINGULARLOGIC”
refers to “SINGULARLOGIC S.A.”
“VIVARTIA”
refers to “VIVARTIA HOLDINGS S.A.”
“IFRS”
refers to International Financial Reporting Standards
“CBL”
refers to “Convertible Bond Loan”
“HYGEIA”
refers to “HYGEIA S.A.”
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 6
A. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS
The below statements, made in compliance with Article 4, Par. 2 of the Law 3556/2007, as currently
effective, are made by the following representatives of the Company Board of Directors:
1.
Petros Katsoulas, father’s name Spyridon, Chairman of the BoD
2.
Georgios Efstratiadis, father’s name Efstratios, Chief Executive Officer
3.
Stavroula Markouli, father’s name Michalis, Member of the BoD
The following Members who sign the financial statements, under our capacities as Members of the
Board of Directors, specifically appointed for this purpose by the Board of Directors of MIG
HOLDINGS S.A. declare and certify to the best of our knowledge that:
(a)
The attached Annual Financial Statements of the company “MIG HOLDINGS S.A.” for the
annual period 01/01-31/12/2023 prepared according to the applicable accounting standards,
present truly and fairly the assets and liabilities, the equity and the financial results of the
Company as well as of the companies included in the consolidation in aggregate, and
(b)
The attached BoD Report provides a true view of the Company’s evolution, performance and
position, as well as of the companies included in the consolidation in aggregate. A description
of the main risks and uncertainties to which they are exposed is also encompassed in the Report.
Athens, 26 February 2024
The designees
The Chairman of the BoD
The Chief Executive
Officer
The Member of the BoD
Petros Katsoulas
Georgios Efstratiadis
Stavroula Markouli
ID No: ΑΚ159881
ID No:
ΑΡ076421
ID No:
ΑΒ656863
© 202
4 Grant Thornton Chartered Accountants Management Consultants | 58 Katehaki Av., 115 25, Athens |
Τ
: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
B. Independent Auditor’s Report
To the Shareholders of “MIG HOLDINGS S.A.”
Report on the Audit of the Separate and Consolidated Financial Statements
Opinion
We have audited the accompanying separate and consolidated financial statements of “MIG HOLDINGS
S.A.” (the Company), which comprise the separate and consolidated statements of financial position as
at December 31, 2023, and the separate and consolidated statements of profit or loss and other
comprehensive income, statements of changes in equity and cash flow statements for the year then
ended, including a summary of significant accounting policies and selected explanatory notes to the
financial statements.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all
material respects, the financial position of the company “MIG HOLDINGS S.A.” and its subsidiaries (the
Group) as at December 31, 2023, the financial performance and cash flows for the year then ended, in
accordance with the International Financial Reporting Standards, as adopted by the European Union.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs), as incorporated
into the Greek Law. Our responsibilities, under those standards are further described in the “Auditor’s
Responsibilities for the Audit of the separate and
consolidated Financial Statements” section of our report.
We remained independent of the Company and its subsidiaries, during the whole period of our audit, in
accordance with the International Ethics Standards Board for Accountants “Code of Ethics for Pr
ofessional
Accountants (IESBA Code) as incorporated in the Greek Law and we have fulfilled our ethical
responsibilities in accordance with current legislation requirements and the aforementioned Code of
Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the separate and consolidated financial statements of the current year. These matters, as well as
the related risks of significant misstatement, were addressed in the context of our audit of the separate
and consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
© 202
4 Grant Thornton Chartered Accountants Management Consultants | 58 Katehaki Av., 115 25, Athens |
Τ
: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
Key audit matters
How our audit addressed the key audit matter
Completion of ATTICA Group disposal
In
2023,
following
the
events
analytically
presented in Note 8 to the financial statements,
the agreement between the Company and STRIX
Holdings LP was completed, providing for the
exchange of all the bonds held by STRIX
Holdings LP and related to two (2) bond loans of
the Company of nominal value of € 443.8 million,
for all its direct and indirect participating interestof
the Company in ATTICA SA Holdings (79.4%).
As
at
the
transaction
completion
date,
Management assessed the requirements of IFRS
9
"Financial
Instruments"
to
ensure
the
appropriate
accounting
recognition
of
the
transaction. In this context, the Group and the
Company recognised a total profit of € 13
2,189
thousand and € 100,478 thousand respectively.
The profit in question is analytically recorded in
the separate line items of the financial statements
of the Group and the Company
in Notes 8 and
12.
Furthermore,
as
a
consequence
of
the
transaction, the Group presented the revenues,
expenses, profit and loss of ATTICA Group for the
period up to the disposal date, as well as the
result of the reclassification of the investment, as
Discontinued Operations in the consolidated
financial statements, in accordance with the
requirements of IFRS 5 "Non-current Assets Held
for Sale and Discontinued Operations".
Given the significance of the aforementioned
events’ effect on the Group and the Company
financial figures, as well as the non-recurring
nature of the above transaction in line with the
complexity of its accounting treatment, we
assessed the measurement and the disclosures
of the transaction in question as one of the key
audit matters.
The Group’s and Company’s disclosures relating
to the accounting policy and the effect on the
Group and the Company financial figures are
included in notes 4.2, 4.6, 4.10, 8 and 12 to the
financial statements.
Our audit approach included, among others, the
following procedures:
•
We participated in discussions with the
Management in order to understand the
transaction performed.
•
We received and reviewed the agreement and
other documents relating to the transaction in
order to assess the proper
accounting
treatment of its terms in the Group and the
Company financial statements.
•
We assessed the appropriateness of the
accounting treatment applied to record the
transaction in accordance with the IFRS
requirements.
•
We assessed the adequacy of the disclosures
in the accompanying financial statements,
based on the IFRS requirements, in relation to
this matter.
© 202
4 Grant Thornton Chartered Accountants Management Consultants | 58 Katehaki Av., 115 25, Athens |
Τ
: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
Key audit matters
How our audit addressed the key audit matter
Fair value measurement of investment property
As at December 31, 2023, the Group has
recognized investment property of € 204.7 mil.,
while profit from its fair value readjustment in the
year then ended stands at € 105k.
Investment property is recognized initially at
acquisition cost including any transaction costs
and subsequently at fair value. The fair value
assessment of investment property which has
been assigned by Group’s Management to an
independent appraiser is based on significant
estimates and assumptions relating among
others to the range of market rentals, the rental
adjustment factor and the discount rate.
Taking into consideration the abovementioned
factors and the significance of this item to the
consolidated financial statements, we assessed
the fair value measurement of investment
properties as one of the key audit matters.
The Group’s and Company’s disclosures relating
to the accounting policy as well as judgements
and
estimates
used
for
the
fair
value
measurement
of
investment
property
are
included in notes 4.4, 6.4, 14 and 40.2 to the
consolidated financial statements.
Our audit approach included, among others, the
following proceduresς:
•
We examined Management’s procedures
regarding the fair value measurement of
investment property.
•
We
assessed
the
independence,
competence, capability and objectivity of the
independent
appraiser
assigned
by
Management to assess the fair value.
•
We
tested
the
reasonableness
of
Management’s assumptions and estimates
used for the assessment of the fair value of
investment properties. In addition, we tested
the appropriateness of the valuation methods
used.
•
We
tested
on
a
sample
basis
the
completeness and accuracy of data provided
by Management to the independent appraiser,
including reconciliation to lease agreements
and market contracts.
•
For the abovementioned procedures where it
was deemed appropriate, we used an
independent expert.
•
We evaluated the adequacy of disclosures in
the attached financial statements in relation
with this matter.
© 202
4 Grant Thornton Chartered Accountants Management Consultants | 58 Katehaki Av., 115 25, Athens |
Τ
: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
Provisions and contingent liabilities from court cases
As at December 31, 2023, the Group and the
Company are involved under their capacity as
defendant in various and complex court cases
during their normal operations.
The recognition and measurement of provisions
and
the
measurement
and
disclosure
of
contingent liabilities related to court cases
includes significant judgements by Management
which take into consideration the estimates of its
legal advisors and as a result we considered this
area as one of the key audit matters. The
estimates relate to the outcome and the possible
financial impact of each case on the Group and
the Company.
The Group’s and Company’s disclosures relating
to the provisions and contingent liabilities are
included in notes 4.8, 6.5 and 39 to the financial
statements.
Our audit approach included, among others, the
following procedures:
•
We assessed the Managements procedures
regarding
the
collection,
monitoring
and
assessment of pending court cases and
respective provisions recognized.
•
We received and evaluated the letters of both
Group’s legal department and external legal
advisors and we discussed the issue with
Management and the legal advisors where
necessary.
•
We evaluated the Management’s conclusions
regarding the impact of pending court cases in
both
Group’s
and
Company’s
financial
statements.
•
We evaluated the adequacy of disclosures in
the attached financial statements in relation to
this matter.
Other information
Management is responsible for the other information. The other information is included in the Management
Report of the Board of Directors, for which reference is made in the “Report on other Legal and Regulatory
Requirements” and the Representations of the
Members of the Board of Directors, but does not include
the financial statements and the auditor’s report thereon.
Our opinion on the separate and consolidated financial statements does not cover the other information
and we do not express any form of assurance conclusion thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility is to
read the other information, and in doing so, consider whether the other information is materially
inconsistent with the separate and consolidated financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated. If, we conclude, based on our audit, that there is a
material misstatement therein, we are required to communicate that matter. We have nothing to report,
regarding the aforementioned matter.
Responsibilities of Management and Those Charged with Governance for the separate
and consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the separate and consolidated
financial statements in accordance with the IFRSs as adopted by the European Union and for such internal
control as management determines is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the separate and consolidated financial statements, management is responsible for
assessing the Company’s and 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 there is an
intention to liquidate the Company or the Group or to cease operations, or there is no realistic alternative
but to do so.
The Audit Committee (artic. 44 Law 4449/2017) of the Company is responsible for overseeing the
Company’s and Group’s financial reporting process.
© 202
4 Grant Thornton Chartered Accountants Management Consultants | 58 Katehaki Av., 115 25, Athens |
Τ
: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
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. Re
asonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs, as incorporated into the Greek Law, 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 financial statements.
As part of an audit in accordance with ISAs, as incorporated into the Greek Law, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the separate and consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s and Group’s internal con
trol.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
•
Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s and Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Company and
the Group to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the separate and consolidated financial
statements, including the disclosures, and whether the separate and consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express audit opinions on the separate and consolidated
financial statements. We are responsible for the direction, supervision and performance of the 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 consolidated financial statements of the periods
under audit and are therefore the key audit matters.
© 202
4 Grant Thornton Chartered Accountants Management Consultants | 58 Katehaki Av., 115 25, Athens |
Τ
: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
Report on Other Legal and Regulatory Requirements
1.
Management Report of the Board of Directors
Taking into consideration that Management is responsible for the preparation of the Management Report
of the Board of Directors, according to the provisions of paragraph 5 of article 2 of Law 4336/2015 (part
B) we note the following:
a.
The Management Report of the Board of Directors includes a statement of corporate governance that
provides the information required by Article 152 of Law 4548/2018.
b.
In our opinion, the Management Report of the Board of Director’s has been prepared in accordance
with the legal requirements of articles 150-151 and 153-154 and paragraph 1 (c and d) of Article 152
of the Law 4548/2018 and the content of the report is consistent with the accompanying separate and
consolidated financial statements for the year ended 31/12/2023.
Based on the knowledge we obtained during our audit of the company “MIG HOLDINGS S.A.” and
their environment, we have not identified any material misstatements in the Management Report of
the Board of Directors.
2.
Complementary Report to the Audit Committee
Our audit opinion on the accompanying separate and consolidated financial statements is consistent with
the complementary report to the Company’s Audit Committee in accordance with Article 11 of the
European Union (EU) Regulation 537/2014.
3. Provision of non-audit Services
We have not provided the prohibited non-audit services referred to in Article 5 of EU Regulation 537/2014.
The permitted non-audit services that we have provided to the Company and its subsidiaries during the
financial year that ended 31st December 2023, are disclosed in note 29 to the accompanying separate
and consolidated financial statements.
4.
Auditor’s Appointment
We have been appointed statutory auditors by the Annual General Meeting of the Company on
29/06/2004. Since, we have been appointed as the statutory auditors for a total period of 20 years based
on the decisions of the shareholder’s Annual General Meetings
.
5. Bylaws (Internal Regulation Code)
The Company has in effect Bylaws (Internal Regulation Code) in conformance with the provisions of article
14 of Law 4706/2020.
6.
Assurance Report on European Single Electronic Format
We examined the digital records of the Company “MARFIN INVESTMENT GROUP HOLDINGS S.A.”
(hereinafter “the Company and/or the Group), prepared in accordance with the European Single Electronic
Format (ESEF) as defined by the European Commission Delegated Regulation 2019/815, amended by
the Regulation (EU) 2020/1989 (ESEF Regulation), which comprise the separate and consolidated
financial statements of the Company and the Group for the year ended December 31, 2023, in XHTML,
as well as the provided XBRL («2138
00Q5O2WIDKF6SZ42-2023-12-31-
en.zip») with the appropriate
mark-up, on the aforementioned consolidated financial statements including other explanatory information
(Notes to financial statements).
Regulatory Framework
The digital records of the ESEF are prepared in accordance with the ESEF Regulation and the
Commission Interpretative Communication 2020/C379/01 of November 10, 2020, in conformance with
Law 3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the
Athens Stock Exchange (ESEF Regulatory Framework). In summary, this framework includes, inter alia,
the following requirements:
•
All annual financial reports shall be prepared in XHTML format.
•
For the consolidated financial statements in accordance with IFRS, financial information included in
the statements of comprehensive income, financial position, changes in equity and cash flows, as
well as the financial information included in other explanatory information shall be marked-up with
XBRL (XBRL ‘tags’ and “‘block tag”’), in accordance with the effective ESEF Taxonomy. ESEF
© 202
4 Grant Thornton Chartered Accountants Management Consultants | 58 Katehaki Av., 115 25, Athens |
Τ
: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
technical specifications, including the relevant taxonomy, are set out in the ESEF Regulatory
Technical Standards.
The requirements set out in the current ESEF Regulatory Framework constitute the appropriate criteria
for expressing a conclusion of reasonable assurance.
Responsibilities of Management and Those Charged with Governance
Management is responsible for the preparation and submission of the separate and consolidated financial
statements of the Company and the Group for the year ended December 31, 2023, in accordance with
the requirements of ESEF Regulatory Framework, and for such internal control as management
determines is necessary to enable the preparation of digital records that are free from material
misstatement, whether due to fraud or error.
Auditor’s Responsibilities
Our responsibility is to design and conduct this assurance engagement 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 on the auditors’
engagement and reasonable assurance report on
European Single Electronic Format (ESEF) for issuers whose securities are admitted to trading on a
regulated market in Greece" as issued by the Institute of Certified Public Accountants of Greece on
14/02/2022 (hereinafter "ESEF Guidelines"), in order to obtain reasonable assurance that the separate
and the consolidated financial statements of the Company, prepared by the management in accordance
with ESEF are in compliance, in all material respects, with the effective ESEF Regulatory Framework.
We conducted our work in accordance with the Code of Ethics for Professional Accountants (IESBA Code)
issued by the International Ethics Standards Board for Accountants, as incorporated in Greek legislation
and we have complied with the ethical requirements of independence, in accordance with Law 4449/2017
and EU Regulation 537/2014.
We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE)
3000 “Assurance Engagements other than Audits or Reviews of Historical Financial Information” and our
procedures are limited to the requirements of ESEF Guidelines. Reasonable assurance is a high level of
assurance, but is not a guarantee that this work will always detect a material misstatement of non-
compliance with the requirements of ESEF Regulation.
Conclusion
Based on the procedures performed and the evidence obtained, the separate and consolidated financial
statements of the Company and the Group for the year ended December 31, 2023, in XHTML format, as
well as the provided XBRL file («213800Q5O2WIDKF6SZ42
-2023-12-31-
en.zip») with the appropriate
mark-up on the above consolidated financial statements, have been prepared, in all material respects, in
accordance with the requirements of the ESEF Regulatory Framework.
Athens, 26 February 2024
The Certified Accountant (C.A.)
Pelagia Kaza
Registry Number SOEL 62591
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 14
C.
MANAGEMENT REPORT OF THE BOARD OF DIRECTORS OF “MIG HOLDINGS S.A.”
ON THE CONSOLIDATED AND CORPORATE FINANCIAL STATEMENTS FOR THE
YEAR 2023
The current Annual Report of the Board of Directors pertains to the annual period which ended on
31/12/2023. The Report has been prepared by the Board of Directors in compliance with the relevant
provisions of Law 4548/2018, Law 4706/2020 and Law 3556/2007
(Government Gazette A’
91/30.04.2007) as well as the relevant executive resolutions of the BoD of the Hellenic Capital Market
Commission.
The current Report briefly describes the financial and non-financial information for the year 2023,
the most significant events that took place (before and after the Financial Statements reporting date)
and the prospects regarding the company MIG HOLDINGS S.A. (hereinafter “MIG”, “The
Company”) as well as its subsidiaries.
Moreover, it provides a description of the main risks and
uncertainties the Group and the Company might be facing within 2024 as well as the most significant
transactions that took place between the issuer and its related parties.
1.
FINANCIAL DEVELOPMENTS AND PERFORMANCE DURING THE YEAR 2023
The items of ATTICA group and MIG SHIPPING for the period 01/01/2023 to 12/05/2023 - as well
as for the comparative annual period - are presented in the Financial Statements for the period ended
on 31/12/2023 in the results from discontinued operations.
1.1
Consolidated Income Statement
Sales:
Sales amounted to € 7,868k compared to € 7,121k in the respective last year period,
increased
by 10.5%, mainly due to the growth in sales of the subsidiary RKB.
Gross profit:
Gross profit amounted to € 4,628k compared to € 3,667k in the respective last year
period, increased by 26.2%. Accordingly, the profit margin rose to 58.8% compared to 51.5% in the
comparative period, recording a 7.3 percentage points increase.
EBITDA:
EBITDA amounted to € 168k compared to € (743)k in the corresponding period last year.
Other Financial Results:
Other financial results amounted to € 16,991k. The other financial results for the current period
include an amount of € 16,178k arising from derecognition of the Company's loan obligations in the
context of ATTICA disposal, profit of € 62
8k from the management of the trading portfolio (shares
and bonds) and profit of € 105k from the investment property fair value revaluation. The
corresponding financial results for the comparative 2022 period amounted to € 3,410k and include
profit of € 5,331k, arising from modification/restructuring of RKB subsidiary bank loan in accordance
with IFRS 9, loss of € (4,735)k from investment property fair value revaluation, profit of € 245k from
the management of the
trading portfolio and other extraordinary income of € 2,460k.
Financial Expenses:
Financial expenses amounted to € 13,233k compared to € 24,618k in the
corresponding period last year. It is noted that from the total financial expenses for the current FY,
an amount of € 9,579k pertains to the Company's loan obligations until the date of completion of the
transaction of the exchange of all the Company's bond loans with its total direct and indirect
participating interest in ATTICA. The corresponding amount for the Company for the comparative
last year period stands at €
21,191k.
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 15
Financial Income:
Financial income amounted to € 293k compared to € 140k in the corresponding
last year period, showing an increase of 109%.
Profit after tax from continuing operations:
In the current FY, consolidated profit after tax from
continuing operations amounted to € 3,997k compared to loss of € (22,092)k in the corresponding last
year period.
Profit from Discontinued Operations:
The profit from discontinued operations for the period
01/01/2023-12/05/2023 (date of sale of the ATTICA group and the subsidiary MIG SHIPPING)
amounted to € 99,338k and are analyzed in operating loss from the aforementioned subsidiaries’
operations amounting t
o € (7,465)k, profit from their sale amounting to € 116,011k (see note 8.1) and
loss amounting to € (9,208)k from revaluation of other total expenses related to discontinued
operations. In the comparative period, t
he result from discontinued operations amounted to loss of €
16.516k and it was
related in its entirety to the result from the aforementioned subsidiaries’
operations.
1.2
Consolidated Statement of Financial Position and Cash Flows
Cash, Cash Equivalents & Restricted Deposits and Debt
: The Group's cash, cash equivalents &
restricted deposits as at 31/12/2023 amounted to €
7,392k and are analyzed as follows: Financial
Services €
6,404k (86.6
% of the total), Real estate exploitation €
637k (8.6% of the total) and Other
€
351k (4.8% of the total).
The Group's loan obligations on 31/12/2023 amounted to € 91,902k compared to € 528,020k on
31/12/2022. The decrease in borrowing is due to the completion of the transaction of the exchange of
all the Company's bond loans with its total direct and indirect participation in ATTICA. The loan
obligations relate in their entirety to the subsidiary RKB.
Total Equity
: The Group’s total Equity as at 31/12/2023 amounted to € 121,
865k and correspond to
the Owners of the Parent Company since after the completion of the sale of ATTICA there are no
Non-
Controlling Participations. As of 31/12/2022, the Group's Total Equity amounted to € 89,603k,
of which € 10,848k concern
ed
the Owners of the Parent Company and € 78,755k Non
-Controlling
Participations. The significant improvement in Equity is due to the result of the exchange of all of
the Company's bond loans with its total direct and indirect participation in ATTICA.
Net Cash Flows from Operating Activities (continuing and discontinued operations):
Net
operating flows from continuing operations amounted to €
(3,175)k and mainly concern interest
payments of the subsidiary RKB, compared to €
(2,917)k in the corresponding last year period. In the
net operating flows of the comparative period an amount of
€ (2,862)k
was related to the payment of
interest expenses of the Company and the subsidiary RKB. Net operating flows from discontinued
operations amounted to € 16,292k compared to € 58,232k in the corresponding last year period.
Cash Flows from Investing Activities (continuing and discontinued operations):
Cash flows from
investing activities related to continuing operations amounted to €
(4,546)k and mainly relate to the
increase of the Company's trading portfolio, compared to €
3,510k in the corresponding last year
period
,
which were related to the subsidiary RKB. Cash flows from investing activities related to
discontinued operations amounted to € (80,953)k compared to € (37,806)k in the corresponding last
year period.
Cash Flows from Financing Activities (continuing and discontinued operations):
Cash flows from
financing activities related to continuing operations amounted to € (
170
)k, compared to € (
7,324)k in
the corresponding comparative period. Cash flows from financing activities in the comparative period
amounting to € (2,736)k and € (
4,420)k concern the payment of loan obligations of the Company and
the subsidiary RKB respectively. Cash flows from financing activities related to discontinued
operations amounted to
€ (23,468)k compared to € (
13,139)k in the corresponding last year period.
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 16
1.3
Financial Results per Operating Segment
1.3.1
Real Estate (RKB)
Sales
of RKB in 2023 amounted to € 7,868k compared to € 7,039k in the corresponding last year
period, recording an increase of 11.8%. The change is mainly due to the increase in rents.
Gross profit
: Gross profit amounted to € 4,628k compared to € 3,663k in the corresponding last year
period, recording an increase of 26.3%, while profit margin stood at 58.8% compared to 52.0% in the
corresponding last year period, recording an increase of 6.8%. The increase is due to both the increase
in sales and the decrease in the Company's cost of sales.
EBITDA
amounted to € 3,473k compared to € 2,810k in the corresponding last year period, recording
a 23.6% increase. The change is due to both the increase in the company's sales and the reduction of
operating costs.
Profit after tax
amounted to € 127k compared to € 414k in the corresponding comparative period. It
is to be noted that the results of the comparative period include a profit of € 5,331k which arises from
the amendment/restructuring of RKB's bank borrowing in accordance with IFRS 9 and
loss of €
(4,735)k from the investment property fair value revaluation. The corresponding amount for the
investment property fair value revaluation for the current year amounts to profit of € 105k.
1.3.2
Financial Services
In 2023
profit after tax
amounted to €
3,881k
against loss of € (
22,427)k in the corresponding
comparative period. It is to be noted that the results of the current period include a profit of € 16,178k
which arises from the derecognition of the Company's loan obligations in the context of the sale of
ATTICA. Gains from the sale of ATTICA are presented in the results of discontinued operations
(see
notes 8.1 and 12).
1.3.3
Other [MIG MEDIA (under liquidation)]
EBITDA
amounted to € (11)k compared to € (79)k in the corresponding comparative period.
Loss after tax
amounted to € (11)k compared to € (79)k in the corresponding comparative period.
2.
VALUE GENERATIONS AND PERFORMANCE MEASUREMENT FACTORS
In the context of implementing the Guidelines on “Alternative Performance Measures” of the
European Securities and Markets Authority (ESMA/2015/1415el) effective as from July 3
rd
2016
in respect of Alternative Performance Measures (APMs)
The Group uses Alternative Performance Measures (APMs) in the context of decision making
regarding financial, operational and strategic planning as well as for the evaluation and publication
of its performance. APMs facilitate better understanding of financial and operating results of the
Group and its financial position. APMs should always be taken into account in conjunction with the
financial results recorded under IFRSs and should under no circumstances replace them.
EBITDA (Earnings Before Interest Taxes Depreciation & Amortization) -
The ratio adds total
depreciation of tangible assets and amortization of intangible assets to consolidated earnings before
taxes. The higher the ratio, the more efficiently the entity operates.
EBITDA Margin (%):
EBITDA Margin (%) divides the basic earnings before interest, taxes,
depreciation, and amortization by the total turnover.
EBIT (Earnings Before Interest & Taxes):
EBIT calculated as EBITDA less depreciation of
tangible assets and amortization of intangible assets.
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 17
EBIT Margin (%):
EBIT Margin divides EBIT by the total turnover.
31/12/2023
31/12/2022
Amounts in € thous.
Financial
Services
Real
Estate
Other
Total from
continuing
operations
Financial
Services
Real
Estate
Other
Total from
continuing
operations
Revenues (a)
-
7,868
-
7,868
-
7,039
82
7,121
Operating profit/(loss) -
ΕΒΙΤ
(b)
(3,552)
3,448
(11)
(115)
(3,733)
2,788
(79)
(1,024)
EBIT margin (%) [(b)/(a)]
-
43.8%
-
-1.5%
-
39.6%
-96.3%
-14.4%
Depreciation charges
258
25
-
283
259
22
-
281
Earnings before interest, taxes,
depreciation and amortization
- EBITDA (c)
(3,294)
3,473
(11)
168
(3,474)
2,810
(79)
(743)
EBITDA margin (%) [(c)/(a)]
-
44.1%
-
2.1%
-
39.9%
-96.3%
-10.4%
3.
MOST SIGNIFICANT EVENTS DURING 2023
3.1
Financial Services
MIG
•
Within the first quarter of 2023 the transfer of the stake of RKB from the wholly owned subsidiary
MIG REAL ESTATE SERBIA to MIG was completed and a result MIG owns directly the 100%
of RKB.
•
On 03/02/2023, MIG announced that it has reached a non-binding agreement in principle with
PIRAEUS BANK S.A. for the extension of the loan of subsidiary RKB by 7 further years, i.e.
until 2032. The terms of the agreement are to be finalized following negotiations between the
parties.
On 29/12/2023, Piraeus Bank notified the Company by letter of the approval of the
restructuring of the loan of the subsidiary RKB, the main terms of which include extension of the
term and repayment of the loan until June 2032 (see note 22).
•
On 06/02/2023, the Extraordinary General Meeting of MIG Shareholders decided to reduce the
minimum number of the members of the Board of Directors from seven (7) to five (5) and change
the Company’s corporate name from “MARFIN INVESTMENT GROUP HOLDINGS SOCIÉTÉ
ANONYME” into “MIG HOLDINGS SOCIÉTÉ ANONYME”. The General Electronic
Commercial Registry (G.E.MI.) approved the relevant amendments to the Articles of Association
on 10/03/2023.
•
On 07/02/2023, “P
IRAEUS FINANCIAL HOLDINGS
S.A.” informed the Company that on
06/02/2023 the total percentage of the subsidiary of PIRAEUS BANK S.A. over the total of the
Company's Shares and voting rights stood at approximately 36.2219%, i.e. exceeding the
threshold of 1/3 set in article 7 par. 1, Law 3461/2006. Therefore, Piraeus Financial Holdings
S.A. was under obligation to submit a Public Offer for all of the Company's shares based on the
provisions of the effective legislation.
•
On 09/02/2023 PIRAEUS BANK S.A. started the procedures regarding the mandatory Public
Offer and informed the Capital Market Commission and the Board of Directors of the Company,
simultaneously submitting to them a draft of the Prospectus.
•
On 21/02/2023, the Board of Directors of the Capital Market Commission approved, in
accordance with article 11 par. 4, Law 3461/2006, as effective, the Prospectus for the mandatory
Public Offer, legally published on 24/02/2023.
According to the Prospectus for the Public Offer:
Improving PIRAEUS BANK S.A. investment in the Company is part of its strategy aimed to
achieve synergies from its holdings portfolio and maximize returns for the benefit of the
shareholders of the parent co
mpany “PIRAEUS FINANCIAL HOLDINGS S.A.”. In this context,
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 18
PIRAEUS BANK S.A. will not change the business strategy and business objectives of the
Company, and furthermore, there will be no change in the Company's operations as a holding
company, and will continue its operations as a holding company.
•
On the Public Offer submission date, the offered consideration was set at € 0.1668 per share in
accordance with article 9 par. 4 of Law 3461/2006. Subsequently, since the Proposer acquired
Company's shares through the Stock Exchange at a higher price, the Proposer offered, in
accordance with the applicable legislation, an improved consideration of € 0.2170 per share.
•
The term of the Public Offer acceptance started on 24/02/2023 and expired on 07/04/2023.
•
The Adjourned Repetitive Extraordinary General Meeting of MIG's shareholders held on
03/03/2023, approved the disposal of the Company's total (direct and indirect) participation in
the subsidiary ATTICA to STRIX in exchange for the transfer to the Company of the entire issued
bonds of an
outstanding balance of € 443.8 m, in accordance with Article 23 of Law 4706/2020.
•
The General Meeting held on 03/03/2023 deliberated and resolved on the items on the Agenda as
follows:
Α) to merge/reduce (reverse split) the number of shares without altering the Company’s
share capital, at the ratio of one (1) new share for every thirty (30) existing shares via increasing
the nominal value of each share from € 0.10 to € 3.00, B) to reduce the share capital by €
81,424,264.80 through respective reduction of the nominal value of each share from € 3.00 to €
0.40, for writing off/covering equal accumulated losses, according to article 29 of Law
4548/2018, and C) to amend respectively article 5 para. 1 of the Company’s Articles of
Association, the approval of which was registered in GEMI on 28/03/2023. On 15/05/2023, the
trading of 31,317,025 new common registered shares of the Company started in ATHEX at a new
nominal value (€ 0.40 per share). Following the above mentioned, the share capital amounts to €
12,526,810.00, fully paid, and is divided into 31,317,025 registered shares of a nominal value of
€ 0.40 each.
•
The General Meeting held on 03/03/2023 decided to establish a stock option plan for the members
of the Board of Directors (with the exemption of independent non-executive members, according
to article 9 para. 2 a of Law 4706/2020) and personnel of the Company, including persons
providing their services to the Company on a regular basis. The rights will refer to new common
voting registered shares that will result from a share capital increase of the Company. The total
nominal value of the shares to be issued in case of exercise of the entirety of the stock options
will not exceed the amount of six hundred twenty-
five thousand two hundred euros (€
625,200.00). Pursuant to article 35 para. 2 of Law 4548/2018, the exercise price was determined
as equal to the new nominal value of the shares, as it will be following the completion of the
reverse split and the share capital reduction resolved by the same General Meeting, i.e. forty
cents (€ 0.40). The duration of the plan was determined at five years. Moreover, it
was resolved
to authorize the Board of Directors to resolve, upon a recommendation of the Nomination and
Remuneration Committee, on the determination of the beneficiaries of the plan within the above
mentioned limits and the one-off or gradual attribution of stock options to them; the specification
(and the amendment throughout the duration of the plan) of the other terms of the plan; and the
regulation of any other relevant issue throughout the duration of the plan within the framework
of the resolution of the General Meeting and pursuant to current legislation.
•
Following successive acquisitions of the Company's shares through the stock exchange after the
Public Offer completion, PIRAEUS BANK S.A. as at 31/12/2023 holds 27,494,723 shares
corresponding to 87.79% of the Company’s total
paid-up share capital and total voting rights.
•
Following PIRAEUS BANK acquisition of the capacity as a related party of the Company and
application by the Company of the approval procedure of Articles 99-101 of Law 4548/2018, on
12/05/2023 the transaction between the Company and “STRIX Holdings L.P.” was completed,
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 19
i.e.: a) the exchange of 22,241,173 shares corresponding to a percentage of 10.306% of the share
capital of ATTICA, owned directly by the Company, and of all the shares of its 100% subsidiary
“MIG SHIPPING S.A.”, which owns 149,072,510 shares corresponding
to a percentage of
69.077% of the share capital of ATTICA, with all the bonds of the common bond loan issued by
the Company as of 14/05/2021 and the convertible bond loan issued by the Company as of
31/07/2017 total current outstanding capital nominal val
ue € 443.8 m, and b) the amendment of
the Programs of the aforementioned Company’s bond loans, in order to expressly provide that
the total of the aforementioned Company’s bonds Common Bond Loans and Convertible Bond
Loans will not yield interest for the current interest periods, which started on 16/05/2022 and
28/04/2022 respectively. Following the acquisition of the total aforementioned bonds, the
Company proceeded in accordance with article 62 par. 2 sec. a' of Law 4548/2018 with the
cancellation of all the bonds acquired resulting in the full and complete repayment of its loans of
the total amount of € 443.8 m.
•
The Regular General Meeting held on 14/06/2023 decided, among other things, to grant the Board
of Directors, for a period of three years from the decision, the authority to increase the Company's
share capital partially or fully by issuing new shares, with a right of preference in favor of the
shareholders, for an amount that cannot exceed three times the already paid share capital, in
accordance with Article 24 par. 1 of N. 4548/2018. Furthermore, it decided on the corresponding
amendment of Article 5 par. 2 of the Company's Articles of Association.
•
The Extraordinary General Meeting held on 16/11/2023 decided, among other things, to amend
article 3 (Business scope) of the Company's Articles of Association in order to expand its
business scope and enable the Company to operate in new domains, including acquisition and
exploitation of real estate, administration and management of investments related to real estate,
administration and management of companies, regardless of their business scope, form and
shareholding of the Company itself,
preparation of studies and analyses on financial and
economic issues, real estate management, real estate investments, real estate and companies
management, regardless of their business scope, form and shareholding of the Company itself,
preparation of studies and analyses on issues relating to the financial sector or business
organization, provision of business consultancy and administrative, technical and financial
support services to all types of businesses.
MIG REAL ESTATE SERBIA
•
On 22/12/2023 the liquidation of the subsidiary MIG REAL ESTATE SERBIA was
completed.
TOWER TECHNOLOGY HOLDINGS (OVERSEAS) LTD
•
On 12/05/2023 the liquidation of the subsidiary company TOWER TECHNOLOGY
HOLDINGS (OVERSEAS) LTD was completed.
3.2
Real Estate
RKB
•
In January 2023, the subsidiary company RKB completed the disposal of an investment
property against a consideration of € 1,100k (book value € 1,081k).
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 20
4.
EVENTS AFTER THE END OF THE REPORTING PERIOD
Financial Services
MIG
•
On 26/01/2024 the Company acquired offices of a total useful floor area of 1,128 sq.m. in a
commercial property at 10 Stadiou and Omirou Street in Athens. The purchase price amounted
to € 2.8 m (plus taxes and expenses) and was covered by the Company's own
funds. The offices
are leased under a long-term lease agreement.
5.
PROSPECTS
–
DEVELOPMENTS FOR FY 2024
2023 was a milestone year for the Company. Completion of sale of the direct and indirect investment
in ATTICA enabled the Company to a healthy financial structure with zero bank borrowing after
many years, and at the same time brought significant profitability to its results. This transaction was
particularly significant considering the macroeconomic environment characterized by high interest
rates and inflationary pressures, while at the same time on an international level geopolitical
instability is being recorded in many parts of the world. On a shareholder level, the completion of the
Public Offering by PIRAEUS BANK and the acquisition of 87.8% of the Company provided
shareholder stability and is a guarantee for the Company's financial growth.
2024 objectives focus on the implementation of the Company's investment strategy and operational
strengthening of RKB subsidiary.
RKB
RKB is one of the largest real estate management companies in Serbia. The value of the Real Estate
is estimated at € 204 m based on the estimate of AMERICAN APPRAISAL for 2023. It manages 27
commercial real estate buildings, an office space in Belgrade while it also owns some plots of land
for development. In 2023, a capitalization of part of the receivable that MIG maintains against the
company amounted to € 150 m was completed. Regarding the company’s financial results for 2024,
an increase in revenues and profits before tax, interest and depreciation is expected.
The company's policy for 2024 will focus on the following pillars:
-
Increasing leased spaces
-
Renewing leases that expire within the year under more favorable terms.
-
Managing effectively operating costs.
-
Improving real estate yield.
-
Maintaining sufficient liquidity for the repayment of increased financial expenses and the
implementation of the company's investment plans.
-
Continuing the implementation of new investment projects aiming at medium-term
strengthening of profitability.
-
Continuing disposal of selected properties based on their contribution to financial results in
order to reduce bank borrowing and direct additional funds to new investments.
MIG
The Company's strategy for 2024 will be based on the following pillars:
-
Considering the use of alternative ways of strengthening its capital when this increase is
deemed to favor all the shareholders.
-
Investing in listed and non-listed companies aimed at both: obtaining short-term profits and
enhancing profitability in the medium term.
-
Investing in Fixed Income securities.
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 21
-
Considering investing in Private Equity Funds.
-
Active management of the investment in RKB with targeted interventions in matters of
income, expenses, asset management, real estate sales and new investments.
6.
RISK AND UNCERTAINTY FACTORS
Each of MIG's investments is exposed to specific risks. The eventual occurrence of these risks for
one or more investments may affect the overall value of MIG's portfolio, leading to a reassessment
of the Group's strategic objectives.
Τ
he Company and the Group are exposed to risks pertaining to decrease in the real estate value,
currencies, financing and interest rates, credit and liquidity. The Group reviews and assesses
periodically its exposure to the risks cited above on a combined or on a case by case basis.
The evaluation and assessment of the risks faced by the Company and the Group are conducted by
the Management. The main aim is to monitor and assess all the risks to which the Company and Group
are exposed through their business and investment activities. As at December 31, 2023, the Group
has not identified any significant risks caused by climate change related issues that could have a
negative and material impact on the Group's financial statements. Management continuously assesses
the impact of climate change related issues.
The Group uses several financial instruments and pursues specialized strategies to limit its exposure
to changes in the values of investments that may result from market volatility, including changes in
prevailing interest rates and currency exchange rates.
6.1
Changes in real estate values (price risk)
The Group is exposed to price risk due to changes in the real estate values and the rents. A negative
change in both the
portfolio’s
real estate fair value and the rental income affects the Group's financial
position and, more specifically, its assets and profitability.
Factors affecting the value of real estate include, among others, the geographical location and
commerciality of the property and the general business activity of the area in which each property is
located. The Group's investment properties are generally located in prime commercial locations and
areas. It is to be noted that the properties in the portfolio are periodically valued by an independent
certified appraiser.
Regarding the risk of a decrease in rental prices due to market conditions, the Group enters into long-
term lease contracts which include annual rent adjustments based on the Consumer Price Index.
6.2
Currency Risk
Euro is the Group’s functional currency. The Group operates in foreign countries and, therefore, is
exposed to currency risk. This type of risk mainly arises from current or future cash flows in foreign
currency. The largest percentage of MIG’s and the Group’s revenues and expenses are Euro
denominated. Likewise, the largest percentage of the Company’s investments is denominated in Euro.
The Group’s investment in the Serbian RKB is not exposed to significant FX risk since the majority
of its assets (investment properties) are denominated in Euro and the major part of the inflows
associated with these assets is also in Euro.
On 31/12/2023, out of the Group’s total assets and liabilities, € 881k and € 986k respectively were
held in foreign currency. A change in exchange rates by +/-
10% would result in an amount of € +/
-
€
11k recognized before tax in the Income Statement and an
amount of €
-
/+ € 11k recognized in equity.
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 22
6.3
Financing and Interest rate Risk
Changes in the international macroeconomic environment affect the course of interest rates. A
potential increase in interest rates increases the debt service costs that the Group maintains its
financing as well as its new terms.
Bank borrowing is the main source of financing for the Group's investments. The Group's borrowing
rate consists of a fixed margin plus a floating rate (EURIBOR), which depends directly on the level
and changes in interest rates. This fact exposes the Group to cash flow risk in case of increase of the
EURIBOR. The Group’s policy is to constantly monitor interest rate trends as well as the duration of
its financial needs.
As at 31/12/2023, assets and liabilities of € 9,182k and € 91,902k respectively were exposed to
interest rate risk. A change in interest rates by +/- 1% would result in the recognition of -
/ + € 802k
in the consolidated Income Statement and in Equity.
6.4
Market Risk
The Group's and the Company's risk with respect to financial instruments at fair value through profit
or loss arises from possible adverse changes in the current prices of shares and other securities. On
31/12/2023, the assets exposed to market risk amount
ed to € 5,772k for the Group and € 5,768k for
the Company respectively. A change of +/-10% in investments whose gains or losses from valuation
are recognized in the income statement and cumulatively in equity, would result in a change of +/-
€
577k for the Group and the Company.
6.5
Credit Risk
Credit risk is the potentially delayed payment to the Group and the Company of current and future
receivables by counterparties.
Aiming at minimizing credit risk and bad debts, the Group has set up the appropriate infrastructure
and has adopted efficient monitoring procedures and policies per counterparty based on the
counterparty’s credibility.
•
The Group has set credit limits and specific terms of credit policy for all categories of its
customers. As at 31/12/2023 there is no significant concentration of credit risk in trade and other
receivables, for which sufficient impairment provisions have not been made.
•
The Group performs transactions only with recognized financial institution of adequate credit
rating in order to minimize the credit risk in its available cash and cash equivalents.
6.6
Liquidity Risk
Prudent liquidity risk management implies cash adequacy as well as the existence and availability of
necessary funding sources. The Group is managing its liquidity requirements on a daily basis through
systematic monitoring of its short and long-term financial liabilities and through daily monitoring of
the payments made. Furthermore, the Group is constantly monitoring the maturity of its receivables
and payables, in order to maintain a balance between capital continuity and flexibility via its bank
creditability.
Maturity of financial liabilities as at 31/12/2023 and 31/12/2022 for the Group and the Company is
analyzed as follows:
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 23
THE GROUP
31/12/2023
31/12/2022
Amounts in € '000
Short-term
Long-term
Short-term
Long-term
Within 6
months
6 to 12
months
1 to 5
years
More
than 5
years
Within 6
months
6 to 12
months
1 to 5
years
More
than 5
years
Long-term borrowing
79
-
88,269
-
2,148
-
535,409
-
Lease liabilities
82
78
33
-
75
79
193
-
Trade payables
1,266
-
-
-
958
-
-
-
Other short-term-long-term
liabilities
4,708
-
144
-
4,749
-
135
-
Total
6,135
78
88,446
-
7,930
79
535,737
-
THE COMPANY
31/12/2023
31/12/2022
Amounts in € '000
Short-term
Long-term
Short-term
Long-term
Within 6
months
6 to 12
months
1 to 5
years
More
than 5
years
Within 6
months
6 to 12
months
1 to 5
years
More
than 5
years
Long-term borrowing
-
-
-
-
1,314
-
447,140
-
Lease liabilities
75
78
33
-
71
74
186
-
Other short-term-long-term
liabilities
2,317
-
-
-
2,373
-
-
-
Total
2,392
78
33
-
3,758
74
447,326
-
The amounts in the table above reflect contractual non-discounted cash flows, which may differ from
the carrying amount of liabilities at the reporting date.
6.7
Capital management policies and procedures
The Group’s objective in terms of capital management is to ensure the Group’s ability to continue as
a going concern and to increase the value of the Company and, consequently, create value for its
shareholders through the value increase of its portfolio companies.
The Group and the Company monitor their capital based on the leverage ratio. This ratio is calculated
by dividing net debt by total capital employed. As at 31/12/2023, the leverage ratio for the Group and
the Company stands at 40.95% and (5.52)% respectively (31/12/2022: 85.12% and 92.76%
respectively).
7.
TRANSACTIONS WITH RELATED PARTIES
All transactions with related parties are based on the principle of full competition. Please refer to
Note 38 to the Financial Statements for details of these transactions.
8.
NON-FINANCIAL REPORTING
The Company “MIG HOLDINGS S.A.”, with distinctive title MIG, is seated in Athens and operates
as a holdings société anonyme in accordance with the Greek legislation and in particular under the
provisions of Law 4548/2018 on société anonyme, as in force. It
s shares are listed on the Athens
Exchange. The Group also owns the subsidiary RKB, which is one of the largest real estate property
management companies in Serbia.
Business Model
The Group's main scope is to focus on equity shareholdings and investments in Greece and the broader
Southeastern European region. Its activity is focused on the following operating segments:
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 24
•
Financial services (MIG, MIG AVIATION HOLDINGS, MIG LEISURE, ATHENIAN
INVESTMENTS, MIG REAL ESTATE SERBIA),
•
Exploitation of Real Estate (RKB),
•
Other [MIG MEDIA (Under liquidation)].
Corporate Responsibility and Sustainable Development
The Group has adopted the internationally recognized principles of corporate responsibility in its
business operations and is characterized by a deep sense of responsibility towards society as a whole.
The Group’s sustainable development is based on adopti
on of responsible policies and practices in
the conduct of their business operations. The factors related to environmental protection, positive
impact on society and good governance constitute a set of criteria that the Group takes seriously into
account and manages strategically, with a focus on generating long-term value.
E - Environmental Issues
Due to the nature of the Company's operations, it does not have, and is not expected to have a
significant impact on the environment. The Company's subsidiary in Serbia operates in compliance
with the applicable rules for environmental protection, taking into account the characteristics of the
market in question.
Energy consumption
The Group systematically monitors energy consumption in its facilities and actively seeks
opportunities to improve its energy efficiency where possible.
Total energy consumption is presented in the tables below:
Energy consumption
2023
2022
Annual electricity consumption (MWh)
Greece
129.35
119.70
Serbia
21,770.11
24,231.41
Annual natural gas consumption (Nm³)
Greece
0
0
Serbia
28,525
27,930
Annual oil consumption (lt)
Greece
245.24
98.96
Serbia
11,903.5
18,775.5
In 2023, the total energy consumed within the Group was 80.43 TJ (Terajoule), decreased by over
10% compared to 2022 (89.47 TJ).
Emissions
The Group systematically monitors the emissions arising from its operations.
Emissions
2023
2022
Total direct emissions - Scope 1* (tn CO
2
)
Greece
0.66
0.27
Serbia
96.89
113.92
Total indirect emissions - Scope 2 (tn CO
2
)
Greece
68,73
63.60
Serbia
20,773.26
23,121.86
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 25
For the calculation of direct emissions (Scope 1), the Group's consumption resulting from stationary combustion (oil and
natural gas) was used. The emission factors for the calculation of Scope 1 were taken from the GHG Protocol Stationary
combustion tool and for the calculation of Scope 2 from AIB (2022).
Total emissions (direct and indirect emissions) decreased by 10% in 2023, from 23,299.65 tn CO2 in
2022 to 20,939.54 tn CO2.
Water consumption
The Group monitors water consumption in its facilities in order to ensure proper management and
avoid possible leaks.
Water consumption
2023
2022
Consumption (m
3
)
Greece
256.0
190.2
Serbia
40,027
36,603
S
–
Social and labour issues
The Company uses its business ventures in order to contribute to generating value for the society in
which it operates, placing particular emphasis on labour issues.
The Group is committed to and applies modern methods of developping human resources, it
recognises dedication and contribution of its people and provides on-going and systematic training
programs, applying modern appraisal and reward systems to ensure that its employees can constatly
develop and enhance their skills.
It is the Group's priority to provide a modern working environment that respects human and labour
rights, promotes trust, team spirit and efficiency. Moreover, the Group implements a Code of Ethics
& Professional Conduct, which refers to the key principles and governs all its operations, based on
the international best practices and current legal and regulatory obligations. The Group respects
personal and professional life balance of its people and ensures that they are treated equally, with
transparency in provisions of information, remuneration, benefits and respect for personal data and
all their rights.
Furthermore, the Group implements a strategy that respects human rights, prohibition of child labour,
gives equal rights to men and women, national, religious and racial minorities and covers the
legislation on occupational sanitation, safety and health. In the same context, it takes care to select
collaborates that acknowledge and respect the same ethical values.
Key human resources data
In 2023, the Group headcount stood at 56 employees in Greece and Serbia. The majority of the
employees are full-time and all the employees are covered by the national collective labour
agreements in Greece and Serbia.
Occupational health and safety
The Group manages health and safety issues effectively addressing occupational risks and zero
accidents, based on the principle of prevention and is in full compliance with the effective legislative
framework in Greece and Serbia. No accidents were recorded in 2023.
Society
The Group is distinguished by a deep sense of responsibility towards society and people with special
needs, through multiple activities and events, coordinated and supervised directly by the
Management, thus underlining its sensitivity towards such issues.
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 26
G
–
Governance
The Company has drafted an Internal Regulation, which sets out the key principles, policies and
procedures of corporate governance, including principles governing the Internal Audit System, in
compliance with the applicable legislation and the regulatory provisions of the supervisory
authorities. The Company's Internal Regulation is posted on the Company's website at
www.migholdinsgssa.com
. Relevant information is included in the Corporate Governance Statement
(see note 9 of the current Report).
Transparency and anti-corruption issues
The Group has established a set of internal procedures, implemented at all levels, based on ethics,
transparency and open procedures. The Group regards combating and eliminating corruption and
bribery in all their forms as its priority. The Group has a Regulatory Compliance Policy & Procedure
in place to ensure credibility, integrity and transparency of its activities to its shareholders and
stakeholders.
Personal data protection
For the purposes of conducting its business activities, the Company processes personal data of natural
persons (such as, but not limited to, collaborates, suppliers, shareholders, employees, prospective
employees), in accordance with the applicable national legislation and the European Regulation
2016/679 on protection of natural persons with regard to personal data processing and free circulation
of such data. Respect, effective protection and security of personal data is a commitment for the
Company. Therefore, it takes appropriate measures to protect the personal data it processes and ensure
that such data is always processed in accordance with the obligations imposed by the legal framework,
both by the Company itself and the third parties that process personal data on its behalf.
Non-financial Risks
The Group has identified certain potential non-financial risks that require a concerted and collective
effort to manage.
Climate change risk:
Climate change is considered to be one of the most important global issues
with a significant adverse impact on the Group's operations, the environment and society as a whole.
The Group closely monitors events, as well as international trends, and ensures that measures are
taken to address both potential natural risks and transition risks in the countries in which it operates.
Health and safety risk for employees:
The health and safety of the employees working in the Group's
facilities involves a certain risk as accidents and injuries may occur. For proper management, the
Group systematically monitors safety parameters and takes all necessary measures to manage relevant
issues.
9.
CORPORATE GOVERNANCE STATEMENT
This corporate governance statement is included in the management report as a special component
and has been drafted pursuant to current legislation, including Article 152, Law 4548/2018, Articles
1-24,
Law
4706/2020
and
the
relevant
decisions,
circulars,
remarks,
clarifications
and
recommendations of the Hellenic Capital Market Commission.
Α
. Adoption of Corporate Governance Code
On 17/7/2021 t
he Company’s Board of Directors decided to adopt the Hellenic Corporate Governance
Code (EKED) issued in June 2021 by the Hellenic Corporate Governance Council, which was
recognized by the Hellenic Capital Market Commission as a competent National Authority for the
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 27
issuance of a Code (at its meeting Num. 916/7.6.2021), in accordance with Article 17, Law 4706/2020
and Num. 2/905/3.3.2021 decision of the Hellenic Capital Market Commission’s BoD.
EKED is posted on the Company's website
www.migholdingssa.com
.
B. Reasoning behind the
deviations from EKED’s Special Practices and clarifications.
In case of deviations fr
οm specific provisions of EKED (“Special Practices”) the “comply or explain”
principle applies in accordance with the applicable law.
The Company is hereby presenting
substantiated explanations regarding the reasons for non-
compliance with EKED’s Special P
ractices,
according to the decision of the Company's Board of Directors dated 27/10/2021:
2.4.14. The contracts of the executive members
of the Board of Directors provide that the Board
of Directors may require the refund of all or part
of
the
bonus
awarded,
due
to
breach
of
contractual
terms
or
incorrect
financial
statements of previous years or generally based
on
incorrect
financial
data,
used
for
the
calculation of this bonus.
The company assessed that no amendment of
the contracts of the executive members of the
Board
of
Directors
is
required,
as
the
Company’s ability to recover any bonuses
arises from the legal provisions and the
approved Remuneration Policy of the BoD
Members.
3.3.4 The Board of Directors collectively, as well
as the Chair, the Chief Executive and the other
members of the Board of Directors are evaluated
annually for the effective fulfillment of their
duties. At least every three years this evaluation
shall be facilitated by an external consultant.
3.3.5 The evaluation process shall be chaired by
the Chair in cooperation with the nomination
committee. The Board of Directors also evaluates
the performance of its Chair, a process which is
chaired by the nomination committee.
3.3.12 The Board of Directors, under the
guidance of the nomination committee, shall
ensure the annual evaluation of the performance
of the Chief Executive. The results of the
evaluation should be communicated to the Chief
Executive and taken into account in determining
his or her variable remuneration.
The Company decided not to adopt para. 3.3.4
and other relevant paragraphs of EKED to the
extent they provide for or refer to an individual
evaluation of BoD members.
The Board is self-evaluated as a body by all its
members, on annual basis, in accordance with
Circular 60 of the Hellenic Capital Market
Commission
and
the
provisions
of
the
Company's Suitability Policy.
Given the current small size of the Company’s
Board
of
Directors,
additional
individual
evaluation of the BoD Members was not
deemed necessary.
Clarifications are provided below regarding the exact way of implementation of EKED’s Special
Practice No. 9.1:
9.1 The Board of Directors shall identify the
stakeholders that are important to the company,
depending on its characteristics and strategy, and
to understand their collective interests and how
they interact with its strategy.
The Company clarifies its creditors and
employees
are
obviously
considered
as
stakeholders important to it. The interaction of
their interests with the Company's strategy is
regulated by Law and individual contracts.
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 28
C. Key features of the Internal Control and Risk Management Systems of the Company
As Internal Control System is defined the set of internal control mechanisms and procedures,
including risk management, internal audit and compliance, which continuously covers every activity
of the Company and contributes to its safe and effective operation.
The Internal Control System aims, inter alia, at ensuring completeness and reliability of the data and
information required for the accurate and timely determination of the financial conditions and the
preparation of reliable financial and non-financial statements in accordance with Article 151, Law
4548/2018.
According to Article 14 par. 3 item i and 4 of Law 4706/2020 and Decision 1/891/30.9.2020 of the
BoD of the Hellenic Capital Market Commission, as amended by Decision 2/917/17.6.2021 of the
BoD of the Hellenic Capital Market Commission, the first assessment of the Internal Control System
(ICS) was completed in March 2023 regarding the reporting period from 17/07/2021 to 31/12/2022.
The assessment covered the following issues: Control Environment, Risk Management, Control
Mechanisms, Information and Communication System, as well as the Company's ICS Monitoring.
The Company’s significant subsidiary, namely RKB, was also included in the scope of the ICS
assessment, carried out in accordance with the provisions of the aforementioned effective legislative
and reg
ulatory framework (taking into account RKB’s characteristics, such as e.g. its being a foreign,
non-listed company, applicable legislative framework etc.). The conclusion of the ICS adequacy and
effectiveness assessment with reporting date as of 31/12/2022 was assigned to the audit firm Grant
Thornton S.A. Chartered Accountants Management Consultants. The Conclusion of the Independent
Assessor, i.e. Mrs. Athena Moustaki, Chartered Accountant, Reg. No. 28871, included in the final
assessment report on the ICS adequacy and effectiveness dated 21/03/2023, is that following the
procedures performed
and the evidence obtained in relation to the assessment of the Company’s
and
its significant subsidiary’s ICS adequacy and effectiveness, no findings have arisen that could be
considered as material weaknesses in the Company’s and its significant subsidiary’s ICS, in
accordance with the effective legislative and regulatory framework.
The Internal Control System implemented by the Company is analytically disclosed in the Company's
Internal Regulations and the separate operating regulations, policies and procedures, posted on the
Company's website
www.migholdingssa.com
.
The following information is briefly disclosed below:
Internal Audit
Internal Audit is an independent unit whose officers are appointed by the Company’s Board of
Directors. Internal Audit’s operation reports to the Board of Directors through the Audit Committee,
which is empowered to monitor and evaluate its operation.
The objective of Internal Audit Unit is to evaluate the adequacy and efficiency of the existing ICS of
the Company. Every fiscal year, the Internal Audit Unit submits the Annual Audit Plan to the Audit
Committee for approval. The said plan is prepared upon previous assessment of the potential risks
and their classification based on their significance.
The duties and responsibilities of the Internal Audit Unit include, indicatively, the following:
o
Monitor, review and assess:
a) the implementation of the Internal Regulations and the Internal Control System, in particular
in respect of adequacy and soundness of the financial and non-financial information provided,
risk management, compliance and corporate governance code adopted by the Company;
b) the financial reporting quality assurance mechanisms;
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 29
c) the corporate governance mechanisms; and
d) the compliance with the commitments included in the Company’s prospectuses and business
plans regarding the use of proceeds raised from regulated market.
o
Prepare reports to the audited units regarding the findings and respective risks and recommend
improvement actions, if any. The reports include the views of the audited units, the agreed upon
actions or acceptance of the risk of not taking actions, limitations on the scope of audit (if any),
final internal audit recommendations and results of the audited units’ response to its
recommendations.
o
Monitor the extent of implementation of the agreed upon corrective actions arising from the audit
reports.
o
Submit reports to the Audit Committee at least every three (3) months, including the most
significant issues and recommendations, regarding the abovementioned issues.
o
Participate, with an advising role, in the process of developing new procedures aimed at
establishing adequate and effective control mechanisms.
The Company’s Internal Audit Unit is in regular contact with the external auditors and the respective
departments of the subsidiaries and is updated on the audit reports or any findings, in order to ensure
that the Audit Committee will be immediately informed of significant matters pertaining to the
operation of the Group companies.
Risk Management
Risk Management is one of the key elements of the Company's ICS. In this context, the Company has
established an independent Risk Management Unit accountable to and supervised by the Audit
Committee in terms of adequacy and effectiveness of its operations. Moreover, the Company has
adopted, following a relevant decision of the Board of Directors, a Risk Management Policy which
defines the fundamental principles of risk management and the role of the Risk Management Unit
within the Company.
The Risk Management Policy ensures:
•
periodic risk assessment of the most significant risk bearing events related to its business activity
and operation,
•
effective risk response to the identified risks, once it has evaluated the costs and benefits brought
about by every alternative way of response,
•
effective risk monitoring,
•
that a risk register is kept aiming at identification, analysis, control, management and monitoring
of all kinds of risk involved in the Company’s operation.
•
that risk management is an important part of the decision-making process.
In the context of implementation of the Risk Management Policy, the Company takes into account:
•
the nature and origin of the addressed risks,
•
the Management’s risk appetite,
•
the likelihood of the above risks,
•
the impact of the risks on the Company's activities.
The Company assesses potential risks (at least) on an annual basis according to their origin
(endogenous
–
exogenous) and type (strategic, financial, operational risks, risks relating to
compliance and financial reporting). Risk assessment is performed both on a Company and on a Group
level.
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 30
The Company has established adequate mechanisms for checking and monitoring the condition and
value of its investments
–
assets, in order to assess and manage the risks relating to the preparation
of financial statements.
In this context, there are specific procedures implemented in a series of accounting and financial
operations such as asset impairment tests, reconciliation of bank and cash accounts, reconciliation of
receivables
–
liabilities etc.
Moreover, the Group utilizes various financial instruments or implements specialized strategies to
limit its exposure to financial risk factors such as financing and interest-rate risks, market risk, fuel
price risk, liquidity risk and currency risk.
The Head of the Risk Management Unit prepares a report to the
Audit Committee
o
n an annual basis,
which includes, indicatively:
•
The outcome of the risk assessment and effectiveness of the risk management measures, with
emphasis on significant risks,
•
The progress of actions relating to the relevant action plans regarding the risk response.
The Audit Committee receives and reviews the annual report and informs the Board of Directors
accordingly.
Regulatory Compliance
The Company has adopted a Regulatory Compliance Policy, whose implementation effectively
contributes to monitoring and controlling compliance with the applicable regulatory and legal
provisions and the established sound compliance practices. This Policy aims at:
•
Defining roles and responsibilities for compliance issues.
•
Defining the key operating principles of the Compliance Unit in the framework of the overall
Internal Control System.
•
Defining the key principles of effective monitoring and management of compliance risks.
•
Establishing the mechanisms for monitoring constant compliance with the applicable regulatory
and legal framework.
The responsibilities of the Regulatory Compliance Unit have been undertaken by the Company’s
Legal Department, directly accountable to the Audit Committee or/and the Board of Directors if
deemed necessary.
The main responsibilities of the Regulatory Compliance Unit, indicatively, include:
•
Monitoring the regulatory and legislative framework and identifying new and/or modified
obligations (in collaboration with the Company's separate Departments/Units),
•
Identifying areas of compliance at risk and proposing appropriate remedial action plans necessary
to address them,
•
Providing ongoing support to the Board of Directors and the Management regarding Regulatory
Compliance issues,
•
Providing guidelines to all stakeholders on the implementation of the Regulatory Compliance
Policy,
•
Establishing and implementation appropriate and updated policies and procedures, after evaluating
the complexity and nature of the Company's operations, through coordination of actions and
provision of instructions to the involved parties, in order to achieve timely compliance with the
applicable regulations and legal framework,
•
Submitting reports to the Audit Committee annually and whenever requested,
•
Drafting an annual compliance plan,
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 31
•
Communicating with the competent supervisory and other Authorities, if required, regarding issues
of Regulatory Compliance within its responsibilities,
•
Supporting the Human Resources Department in implementing appropriate training programs, on
issues of Compliance.
In the context of its operations, the Regulatory Compliance Unit:
•
cooperates with the Internal Audit Unit and the Risk Management Unit.
•
has access to all the information and documents necessary to carry out its tasks.
•
informs the Audit Committee or directly the Board of Directors on the issues within its
competence.
In the context of its responsibilities, the Regulatory Compliance Unit (with the assistance of the
Company’s competent Departments/Units if necessary) constantly monitors regulatory developments
that may affect the compliance obligations. At the same time, the competent Departments/Units
periodically inform it about any relevant development in the regulatory and legislative framework,
regarding the Company’s obligations. It is noted that the competent Departments/Units shall inform
the Regulatory Compliance Unit about any identified deviations as well as proposals for improving
policies and procedures within the scope of their responsibilities.
D. Composition and Operation of the Company’s administrative, management and supervising
bodies and committees.
The Company’s organizational structure is recorded in its Organization Chart, incorporated in the
Company’s Internal Regulations, posted on the Company's website, including the
scope and the
operation of the Company’s
corporate bodies.
1. General Meeting
The General Meeting is the Company’s supreme body, convoked by the Board of Directors and is
empowered to decide on any matter concerning the Company. Its lawfully adopted decisions are
binding on absent or dissenting shareholders as well. The General Meeting is competent to decide on
issues regulated by article 117 of Law 4548/2018.
According to article 119 of Law 4548/2018, the General Meeting must be convened at the registered
seat of the Company or in the district of another municipality within the district of the registered seat
or at another municipality coterminous with the municipality of the seat or at another municipality
provided for in the Articles of Association, at least once every financial year within the time limit
provided for by the legislation in force from time to time. The General Meeting may also be held at
the district of the municipality, where the seat of the Athens Stock Exchange is located.
The Board of Directors may resolve that the General Meeting will convene in full with the
participation of the shareholders remotely by electronic means, by determining the relevant procedure
in the Notice to the General Meeting according to legislation, as in force from time to time.
The Board of Directors may resolve that any shareholder may participate in the General Meeting
remotely by audiovisual or other electronic means, without their physical presence in the place of the
meeting, as well as in the voting on items on the agenda of the General Meeting remotely by mail or
by electronic means before the meeting in accordance with legislation, as in force from time to time.
The Board of Directors ensures that the preparation and holding of the General Meeting will facilitate
the effective exercise of the rights of the shareholders, who must be fully informed on all matters
relating to their participation at the General Meeting, including the items on the agenda and their own
rights at the General Meeting.
The Chairman or, as the case may be, the Vice-Chairman of the Board, the Chief Executive Officer
or the General Manager, the Chairmen of BoD Committees and the Internal Audit Officer and the
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 32
statutory auditor attend the General Meeting of the shareholders in order to provide information and
update in matters of their competence brought to discussion, as well as to respond to any queries or
provide clarifications requested by the shareholders.
The General Meeting of shareholders is presided over temporarily by the Chairman of the Board of
Directors or, if he is prevented from attending, by the Vice-Chairman or, if he is also prevented from
attending, by the eldest of the BoD members present at the Meeting. A person appointed by the
Chairman acts temporarily as Secretary.
The convocation, the constitution and the operation of the General Meeting, including the remote
participation of the shareholders at the General Meeting, take place in accordance with the provisions
of the applicable law (specifically articles 116 et seq. of Law 4548/2018, as in force each time) and
the provisions of the Company’s Articles of Association.
Each share affords all rights provided in the Law and the Articles of Association of the Company, as
specifically provided in the explanatory report of the Board of Directors, which is compiled pursuant
to article 4 paragraphs 7 and 8 of Law 3556/2007 and is being incorporated in the report of the Board
of Directors.
The minority rights of the shareholders are exercised according to article 141 of Law 4548/2018, as
in force. Pursuant to article 121 para. 4 (a) (aa) of Law 4548/2018, the invitation of the General
Meeting of the Company’s shareholders includes, inter ali
a, information at least on the rights of the
shareholders provided in paragraphs 2, 3, 6 and 7 of article 141, with reference to the time period
during which each right may be exercised, or alternatively, the concluding date until which the
specific rights may be exercised. More detailed information with regard to the specific rights and the
terms of their exercise will be available with explicit reference to the invitation to the Company’s
website.
2. Board of Directors
The Board of Directors manages and represents the Company and is competent to decide on all matters
pertaining to the administration of the Company, the management of its assets and the general pursuit
of its business objectives, except from those assigned exclusively to the General Meeting. Detailed
information on the composition, constitution, responsibilities and operation of the Board of Directors
are described in the Company's Articles of Association and the Internal Regulations of the Board of
Directors, which are posted on the Company's website.
According to the Articles of Association, the Company is managed by a Board of Directors consisting
of five (5) at least to fifteen (15) members.
Immediately upon its election, the Board of Directors meets for the purpose of being constituted in
body, appointing a Chairman, up to two Vice Chairmen and the Chief Executive Officer or the Chief
Executive Officers, and possibly one or more Deputy Chief Executive Officers.
According to the decision of the Annual
General Meeting of the Company’s Shareholders dated
22/06/2022 which re-elected the same Members of the Board of Directors, and the decision of the
Board of Directors dated 22/06/2022 regarding the constitution of the Board of Directors, the current
composition of the Board of Directors is as follows:
1. Petros Katsoulas
–
Chairman of the Board, Independent Non-Executive Member,
2. Georgios Efstratiadis
–
Chief Executive Officer, Executive Member,
3. Stavroula Markouli
–
Executive Member,
4. Loukas Papazoglou
–
Non-Executive Member,
5. Konstantinos Galiatsos
–
Independent, Non-Executive Member
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 33
6. Stefanos Capsaskis
–
Independent, Non-Executive Member,
7. Efstratios Chatzigiannis - Independent, Non-Executive Member
Mr. Fotios Karatzenis, the Group’s Legal Counsel, has been appointed as Secretary of the Board of
Directors.
In its decision as of 01/06/2022, following the relative recommendation of the Nomination and
Remuneration Committee, the Board of Directors ascertained the following:
- The above Members of the Board of Directors meet the criteria of individual and collective
properness.
- The independent Non-Executive Members of the Board of Directors, Messrs Petros Katsoulas,
Konstantinos Galiatsos, Stefanos Capsaskis and Efstratios Chatzigiannis, continue meeting the
criteria and conditions of independence provided by Article 9, Law 4706/2020.
- There are no obstacles or incompatibilities with respect to the Members of the Board of Directors
and its composition includes a sufficient representation percentage per gender, as defined in Article
3 of Law 4706/2020 and the approved Suitability Policy of the Members of the Board of Directors.
Further to a relevant recommendation of the Nomination and Remuneration Committee, on the basis
of data and documents collected for this purpose, including official statements of the Independent
Non-Executive Members regarding the absence of dependence relationships, on 22/02/2024 the Board
of Directors established that the prerequisites for independence of Article 9, Law 4706/2020 continue
to be met by the aforementioned non-executive members of the Board of Directors,
appointed as
independent members by
the General Meeting of the Company’s shareholders.
The term of the Board of Directors, pursuant to article 16 paragraph 2 of the Company’s Articles of
Association, cannot exceed six (6) years and is automatically extended until the expiration of the time
limit within which the next annual General Meeting must meet and until a relevant decision is made.
The term of the current Board of Directors was determined by virtue of the decision of the Annual
General Meeting dated 22/06/2022 at 3 years, therefore it expires on 22/06/2025 and is extended until
the Annual General Meeting of the year of expiration thereof.
The members of the Board of Directors can be re-elected or re-appointed and can be freely revoked.
Non-shareholders may also be appointed as BoD Members.
The Board of Directors is in quorum and is validly convened when half plus one of the Directors are
present or duly represented, provided that the number of the Directors who are present is never less
than three (3). For the calculation of the number of quorum any resulting fraction is omitted.
A Director who is impeded from attending may be represented only by another Director. Each Director
may represent only one absent Director. In such case, he/she has two (2) votes.
The decisions of the Board of Directors are taken by absolute majority of the present and represented
Members, except from the cases of article 5, paragraph 2 of the Articles of Association. In case of
parity of votes, the vote of the Chairman of the Board of Directors shall prevail.
The discussions and resolutions of the Board of Directors are recorded in minutes kept in a special
book signed by the Directors present at the meeting. Any dissenting Director may request that his or
her opinion be recorded in summary in the relevant minutes.
The Board of Directors is allowed, in accordance with the relevant provisions, to hold a meeting by
teleconference. In this case the invitation to the members of the Board of Directors includes the
required information and technical guidance with regard to their participation in the meeting.
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 34
The Board of Directors may delegate the powers of management and representation of the Company
and the internal audit to one or more persons according to article 87 of Law 4548/2018.
Subject to specific authorizations for the execution of specific acts, the Company is represented in
accordance with the decision of the Board of Directors dated 22/06/2022 (which has been registered
in GEMI (General Commercial Registry) with code no. Registration No. 2901828 according to the
Announcement of GEMI with Protocols No. 2655297 of 01/07/2022).
For the more effective supervision of the operation and administration of the Company, the General
Meeting and the Board of Directors have constituted committees, which are consisted of members of
the Board of Directors, the powers and way of operation of which are regulated by the Company’s
Internal Regulations and the Corporate Governance Code and are briefly presented below.
The Annual General Meeting held on 14/06/2023
approved total gross remuneration amounting to €
370,000.00, paid to the BoD members on an annual basis (i.e. from 01/01/2022 to 31/12/2022 and
during the period from the Annual General Meeting of 22/06/2022 to 14/06/2023. Furthermore, the
General Meeting approved the advance payment of gross remuneration up to the maximum total
amount of € 460
,000.00 on an annual basis until the next annual General Meeting, which is to be held
in 2024.
The Remuneration Report of the members of the Board of Directors will be submitted to the Annual
General Meeting of the shareholders, to be held in 2024. The Report will include data on the
remuneration paid within 2023, according to Article 112, Law 4548/2018 and the Company's
Remuneration Policy.
The Remuneration Policy remains available on the Company's website for at least as long as it is
valid, while Remuneration Reports are posted in accordance with the Law on the Company's website
(
www.migholdingssa.com
) for a period of at least ten (10) years.
In 2023, the Board of Directors held 15 meetings and in 7 cases adopted resolutions without holding
a meeting in accordance with the provisions of Para. 1, Article 94, Law 4548/2018.
The Members of the Board of Directors participated in all the meetings that took place during their
term of office as follows:
Name
Way of participation in meetings
In person
By Proxy
Physically
present
Via video/tele-
conference
Petros Katsoulas
14/15
1/15
-
Georgios Efstratiadis
15/15
-
-
Stavroula Markouli
15/15
-
-
Loukas Papazoglou
6/15
9/15
-
Konstantinos Galiatsos
12/15
2/15
1/15
Stefanos Capsaskis
9/15
5/15
1/15
Efstratios Chatzigiannis
6/15
9/15
-
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 35
Analytical CVs
Analytical CVs of the Members of the current Board of Directors as well as the Company’s key
executives are presented below as follows:
Petros Katsoulas, Chairman
–
Independent Non-Executive Member of the BoD
Mr. Katsoulas is a graduate of the Department of Computer Science of the University of Crete (1988)
and holds a M.Sc. degree in Software Engineering and an MBA degree (Masters in Business
Administration) from Aston University, Birmingham, UK (1990 and 1993 respectively). He started
his professional career in July 1993 in the investment banking department of Barclays Bank (BZW)
in Athens, where he was occupied until October 1996. From October 1996 to December 1997 he
worked at BZW in London in the field of investment banking. In 1998, he started working in the stock
analysis department of the investment banking sector of Credit Suisse Bank in London, where from
2001 to 2008 he was in charge of analyzing shares of European telecommunications companies and
from 2008 until 2010
–
in charge of analyzing Greek companies. In May 2010, he started working at
the NBG Securities (a subsidiary of the National Bank of Greece) as Head of trading and sale of
shares for institutional investors and since July 2011 - as the CEO of the NBG Securities. In August
2013, he started working at Eurobank as General Manager of the Group Strategy and member of the
Executive Committee. Mr. Katsoulas has been working as an Investment Director at Elikonos Capital
SA since September 2015 (A.I.F.M.)
Georgios Efstratiadis, Chief Executive Officer
–
Executive Member of the BoD
Mr. Efstratiadis studied Economics at the AUEB and received a postgraduate degree specializing in
finance and investment from the University of Exeter (England). He started his career at Ergasias
Bank as a financial analyst, credit executive and later as the General Manager of the investment
subsidiary Proodos Hellenic Investments. In 1998 he started working at MARFIN group as Head of
the fund management department and later as the CEO of Marfin Global Asset Management S.A.
From 2006 to 2007 he was the Managing Director of Marfin Bank, while from 2007 to 2010 he held
the position of MIG General Manager. In 2010 he was appointed Deputy CEO of Olympic Air where
he remained until 2012. In the period from 2011 to 2016 he also undertook the position of Chairman
and CEO of the ground handling company SKYSERV (former OLYMPIC HANDLING S.A.). He is
also the Chairman and CEO of Athenian Investments (former Athenian Engineering) while he has
been also Deputy Chairman of HYGEIA Private Hospital. Mr. Efstratiadis has been a member of the
Board of Directors of several companies for a number of years, such as Attica Group,
Delta, Goody’s,
Singular Logic, Barba Stathis. He was also a member of the audit committees of Hygeia (Chairman),
Singular Logic (Chairman), Attica Group, Vivartia and MIG. He is a member of the Economic
Chamber of Greece.
Stavroula Markouli, Director of Accounting and Finance
–
Executive Member of the BoD
Ms. Markouli graduated from Athens University of Economics and Business (AUEB) and is
specialized in Accounting. From 1986 to 2000 she worked as Head of accounting in various Greek
companies, operating in the sectors of transportations and industrial products. In 2000, she started
working in MARFIN group as Head of the accounting department of MARFIN Securities. From 2003
to September 2007, she worked as Head of the accounting department of INVESTMENT BANK OF
GREECE. From October 2007 to February 2020, she was the Head of the accounting department of
MIG and from March 2020 - Director of Finance department. Occasionally, she he has served as a
Member of the Board of Directors in MIG Group companies.
Loukas Papazoglou, Non-Executive Member of the BoD
Loukas Papazoglou is a business consultant and holds extensive experience in international and Greek
companies. He has served as Special Secretary for Privatization, Chairman of Athens International
Airport, Project Manager and member of the Board of Directors at the Aegean Motorway and Olympia
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 36
Odos as a representative of the shareholder (HTC), CEO at APIVITA S.A. He graduated from the
department of Business Administration at AUEB and holds a postgraduate degree (MSc) in
International Banking and Finance from the University of Reading.
Konstantinos Galiatsos, Independent Non-Executive Member of the BoD
Konstantinos Galiatsos holds multiannual professional experience in various departments of the
financial sector. For several years, he worked as an executive in a systemic Greek bank and was a
Deputy Chairman and General Manager of a Portfolio Investment Societe Anonyme, listed on Athens
Stock Exchange. He was also Chairman & CEO of the National Fund for Entrepreneurship and
Development (ETEAN). He was a lecturer at the University of the Aegean, at the Athens University
of Economics and Business, at the National Technical University of Athens, at the Hellenic Open
University as well as at numerous professional seminars. For several years he was the Head of the
Educational Program of the Hellenic Banking Institute of the Hellenic Banking Association. He is
author of several books and articles published in scientific journals.
Stefanos Capsaskis, Independent Non-Executive Member of the BoD
Stefanos C. Capsaskis holds M.Eng. and Ph.D. degrees in Chemical Engineering from the University
of Cambridge. He has been working in the field of venture capital since 1999, first at Commercial
Capital Group as Director-Investments until 2003, then as Partner at 7L Capital Advisors until 2021
and since 2024 is a Partner at Corallia Ventures TT A.K.E.S. Additionally, since 2017 he is an
External Lecturer in the Department of Chemical Engineering & Biotechnology at the University of
Cambridge (UK). Prior to 1999, he served as Senior Manager of the London Branch of Ergobank. He
was a non-executive director of Probank from 2003 to 2011 and (since 2012) is a member of the Board
of the Foundation for Economic & Industrial Research (IOBE).
Efstratios Chatzigiannis, Independent Non-Executive Member of the BoD
Mr. Stratos Hatzigiannis has over 30 years of professional experience. Since 2014 he has been a
member of the Advisory Board of Landbay, a pioneer in P2PO fintech industry. He is also a consultant
to start-ups and medium-sized enterprises, already operating in the field of technology, providing
advice on corporate governance structures, financial management and development strategies. He
began his career in 1979 at KPMG London where he specialized as a Certified Auditor (ACA 1983).
Until 1996, Mr. Hatzigiannis focused on the financial and construction sector, gaining experience in
project management and capital markets. In 1997 he was appointed Head of Capital Markets at NBGI
London. Furthermore, he was the President of NBG FINANCE PLC. He was elected President and
Vice President of the Hellenic Bankers Association UK for 3 consecutive terms. He holds a degree in
Economics (Industry and Trade) and a postgraduate degree in Accounting and Finance from the
London School of Economics.
Fotios Karatzenis, Legal Consultant & Secretary of the BoD
Fotios Karatzenis was born in 1964. He graduated from the Law Department of the Law School of
the University of Athens, and received a Master's degree Legum Magister (LL.M.) and a Doctorate
Doctor Juris (Dr. Jur.) (LL.M.) from the University of Freiburg i.Br. (Germany). He was a Research
Fellow at the Institute for Foreigners and Private International Law at the University of Freiburg i.
Br., and Partner - Deputy Administrator in a well-known law firm in Athens. From 2002 to 2011 he
was Group Chief Legal Counsel of MARFIN BANK and then of MARFIN EGNATIA BANK and
MARFIN POPULAR BANK. From 2002 until today he has been the Legal Counsel of MIG. He is
Chairman of the Scientific Council of the Association of Listed Companies, member of the Legal
Council of the Association of Soci
é
t
é
s Anonymes and
Ε
ntrepreneurship, member of the Corporate
Governance Working Team of the Hellenic Federation of Enterprises, Substitute Member of the
Permanent Committee of Proficiency Examination of the Lawyers Professional Code. Fotios
Karatzenis has been a lecturer at academic and professional seminars and has published a number of
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 37
scientific studies on issues related to corporate, banking and capital market law. He speaks English
and German.
It follows from the above statement that the current composition of the Board of Directors reflects
the knowledge, skills and experience its members are required to possess in order to exercise their
duties, in accordance with the Suitability Policy of the
Board of Directors, the Company’s business
model and strategy.
External professional commitments
The table, presented below, records the professional commitments of the Members of the Board of
Directors and the Company’s key executives outside MIG Group, as disclosed to the Company:
FULL NAME
CORPORATE NAME
PROFESSIONAL
COMMITMENT
Petros Katsoulas
ELIKONOS CAPITAL S.A.
Chairman of the BoD
RAYMETRICS S.A.
Deputy Chairman of the BoD
KORRES S.A.
Member of the BoD
AUSTRIACARD HOLDINGS A.G.
Chairman of Supervisory Board
EMKA HOLDINGS S.A.
Chairman of Supervisory Board
Loukas Papazoglou
ATTICA HOLDINGS S.A.
Vice-Chairman
–
Independent
Non-Executive Member of the
BoD
NOVAL PROPERTY
Independent Non-Executive
Member of the BoD
AKTOR ETE
Non-Executive Member of the
BoD
MNAC ADVISORY
Sole Partner and Administrator
LKP ADVISORY AND
DEVELOPMENT PARTNERS
SINGLE MEMBER PRIVATE
COMPANY
Sole Partner and
Administrator
Stefanos Capsaskis
CORALLIA VENTURES TT AKES
Partner
Efstratios Chatzigiannis
ATTICA HOLDINGS S.A.
Independent
Non-Executive
Member of the BoD
PRM EP LTD
Member of the BoD
ILA POTHECARY LTD
Member of the BoD
The following table presents the number of the Company’s shares held by each member of the Board
of Directors and key executive of the Company:
NAME/SURNAME
NUMBER OF SHARES
(31/12/2023)
NUMBER OF SHARES
(26/2/2024)
Petros Katsoulas
50,000
50,000
Georgios Efstratiadis
-
-
Stavroula Markouli
-
-
Lukas Papazoglou
-
-
Stefanos Capsaskis
-
-
Konstantinos Galiatsos
-
-
Efstratios Chatzigiannis
-
-
Fotios Karatzenis
-
-
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 38
BoD Members’
Properness Policy
BoD Members’
Properness Policy is governed by the principle of transparency and aims to facilitate
high professional quality of the BoD members selected through impartiality and non-discrimination,
in order to ensure the effective operation of the Company based on the overall strategy and its
medium/long-
term business objectives, and the fulfillment of the BoD’s role in promoting the
corporate interests.
The Company monitors the effectiveness of the BoD Members’ Properness Policy and evaluates it at
regular intervals or when deemed necessary. The Board of Directors is in charge of monitoring of the
implementation of the Suitability Policy, assisted by the
Company’s Nomination & Remuneration
Committee, when appropriate.
The BoD approves the amendments to the Properness Policy based on relevant recommendations of
the Nomination & Remuneration Committee. If deemed substantial, the amendments are submitted
for approval to the General Meeting of Shareholders, in compliance with Article 3, para. 3, Law
4706/2020.
The Company has put in place a Succession Plan for its Board Members in order that the management
of the Company’s affairs and the decision making process are smoothly continued in the event of
resignation of a BoD Member.
BoD Members’ Properness Policy is posted on the Company's website (
www.migholdingssa.com
).
Diversity policy
Aiming at the enhancement of its development and competitiveness, the Company considers the
increased diversity in its Board of Directors as a basic element for the achievement of the strategic
targets of MIG Group, taking especially into consideration the various sectors where the individual
subsidiary companies operate.
In particular, the diversity of education, professional experience and origin among the members of
the Board of Directors facilitates the understanding of business organization and business affairs and
renders objective and constructive the exchange of opinions and the examination of the issues from
different perspectives, for the taking of successful decisions. In contrast, inefficient diversity could
lead to one-dimensional approaches and limited exchange of opinions, fewer ideas and challenges
during BoD meetings and perhaps to less effective supervision of the Board of Directors or the
executive members.
The Company encourages diversity of the BoD members and key executives without discrimination
in relation to nationality, race, language, religious or political beliefs, age, etc. Furthermore, the
Company encourages equal treatment and provision of equal opportunities irrespective of gender in
accordance with the applicable legislation, in order to ensure adequate representation per gender (at
least 25%, rounding any fraction to the previous digit).
3. Audit Committee
The main objective of the Audit Committee is to assist the Board of Directors exercising its
supervisory duties, ensuring the transparency of corporate activities and fulfilling the obligations and
responsibilities towards its shareholders and the supervising authorities. Therefore, the Audit
Committee reports to the Company’s Board
of Directors. The Committee meets at least every three
months or whenever considered necessary.
The role of the Audit Committee includes, inter alia, the following:
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 39
➢
updating the Company’s Board of Directors about the result of the statutory audit and explaining
the way the audit contributes to the integrity of the financial information and the role of the
Committee during this procedure;
➢
monitoring the statutory audit of the separate and consolidated financial statements, monitoring
the procedure of the preparation of financial reporting and submitting recommendations or
proposals to ensure its integrity;
➢
monitoring the effectiveness of the Internal Control System (ICS);
➢
evaluating and approving the annual audit plan of the Internal Audit Unit;
➢
evaluating the methods used by the Company to identify, monitor and address the risks through
the Internal Control System and the Risk Management Unit,
➢
reviewing and monitoring the independence of the statutory auditors and, in particular, their
suitability for the provision of non-audit services to the Company in accordance with the
applicable legislation;
➢
submitting proposals to the Company’s Board of Directors regarding the appointment of statutory
auditors.
The Committee informs the Board of Directors about its areas of responsibility and findings in
accordance with the legislation, the Company's and the Committee’s Internal Regulations, which has
been approved by the Board of Directors and can be amended by the Board of Directors following
Committee’s recommendations. On quarterly basis, the Committee submits to the Board of Directors
all the minutes of its meetings, further attached to the minutes of the Board of Directors meetings.
According to the Committe
e’s
Operating Regulations, the Audit Committee consists of at least three
(3) Members, whose majority (i.e. at least 2 members) are Independent, within the meaning of Article
9, Law 4706/2020. The members of the Audit Committee are appointed by the General Meeting of
the Company's shareholders, in accordance with the applicable legislation.
The Audit Committee’s
Operating Regulations are posted on the Company's website.
The most important issues the Committee addressed during 2023 were the following:
➢
Tax audit for fiscal year 2022, conducted under the provisions of Article 65A of the Code of Tax
Procedure (Law 4174/2013).
➢
Draft of Key Audit Matters (KAMs) of the auditor’s report for 202
2 of Grant Thornton audit
firm.
➢
Annual
statutory auditor’s report on the separate and consolidated financial statements for fiscal
year 2022
.
➢
Approval of the annual statutory audit plan for 2023, key risk areas and time schedule.
➢
Statutory
auditor’s review report on the interim separate and consolidated financial statements
for fiscal year
2023.
➢
Audits
and findings of the Company’s Internal Audit Unit and the respective Units of the
subsidiaries
.
➢
Informatory Memoranda to the Board of Directors for the review of the annual separate and
consolidated financial statements for 2022 and the interim separate and consolidated financial
statements for 2023.
➢
Procedure of new audit firm for the year 2024.
➢
Assessment regarding the selection of an audit firm for 2023 and submission of the relevant
recommendation to the Board of Directors.
➢
Preparation of the annual report of the Committee’s activities for 202
2 addressed to the Annual
General Meeting of Shareholders held on 14/06/2023.
➢
Granting consent to the provision of non-audit services by Grant Thornton.
➢
Risk Management and Regulatory Compliance Issues.
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 40
It is noted that, in 2024, in order to complete the review and evaluation of the financial reporting
procedures for fiscal year 2023, the Committee held two (2) meetings with the statutory auditors.
While exercising its duties, the Audit Committee had full access to all the information necessary to
effectively perform its work.
In accordance with the decisions of the
General Meeting of Shareholders dated 22/6/2022 (regarding
the announcement of election of Audit Committee members) and of the Audit Committee dated
22/06/2022 (regarding its constitution), the composition of the Audit Committee is the following:
a) Stefanos Capsaskis, Independent Non-Executive BoD, Chairman,
b) Efstratios Chatzigiannis, Independent Non-Executive BoD Member, and
c) Konstantinos Galiatsos, Independent Non-Executive BoD Member, Members.
All new Members of the Audit Committee have sufficient knowledge in the segments in which the
Company operates, as they have been serving as Members of the Company’s Board of Directors for
a long time. Furthermore, at least one of the Members, namely Mr. Efstratios Chatzigiannis, has
sufficient knowledge in accountancy.
In 2023, the Audit Committee held 9 meetings and adopted 7 written resolutions without holding a
meeting. All the Members of the Committee participated in all the meetings and/or in any other
decision-making procedures during their term of office.
4. Nomination & Remuneration Committee
The Company’s Nomination and Remuneration Committee was established in 2004 and for reasons
of continuity it retained its name in accordance with the decision of the Board of Directors dated
30/06/2021, by virtue of which
the responsibilities of the remuneration Committee under Article 11,
Law 4706/2020 and those of the nomination Committee under Article 12, Law 4706/2020 (effective
from 17/07/2021) were delegated to it.
The Nomination & Remuneration Committee assists the Board of Directors in staff nomination, in
particular composition of the Board of Directors and
the Audit Committee, remuneration of the BoD
members, nomination and remuneration of the Company's executives, and in the implementation of
the approved Remuneration Policy, in compliance with the applicable legislative and regulatory
framework, including the provisions of Articles 10-12, Law 4706/2020 and Articles 109 et seq.,
Law
4548/2018.
The Committee’s main objective is:
Α.1 Nomination of candidates
•
Ensuring the existence of effective and transparent procedures for nominating potential BoD
members,
•
Identification and recommendation to the BoD of suitable candidates to become BoD members,
•
Assistance in ensuring that the composition and structure of the Company’s BoD corresponds to
the size, business characteristics, nature, scope and complexity of the Company's operations.
Α.2 Remuneration procedures
•
Submission of proposals to the BoD regarding the content of the Remuneration Policy which is
submitted for approval by the General Meeting, in accordance with Par. 2, Article 110, Law
4548/2018 and assistance to the BoD to monitor its implementation,
•
Submission of proposals to the BoD regarding the remuneration and other benefits of the persons
falling within the scope of the Remuneration Policy, in accordance with Article 110, Law
4548/2018 and regarding the remuneration of the key executives, especially the Head of the
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 41
Internal Audit Unit,
•
Review of the information included in the final draft of the annual remuneration report, providing
its opinion to the BoD before the report is submitted to the General Meeting, in accordance with
Article 112, Law 4548/2018.
The Committee consists of three (3) members, elected among the non-executive members of the Board
of Directors. At least two (2) of its members are independent non-executive BoD members. The BoD
can appoint all the members of the Committee from its independent non-executive members. The
Chairman of the Committee is elected by its members at the first meeting held once the Committee
has been established and is an independent non-executive member of the Board of Directors.
The Committee meets at least once a year and extraordinarily, whenever the Chairman of the
Committee or any of its members consider it necessary.
The Committee’s responsibilities and the relevant procedures performed in order to
meet its objective
are disclosed in the Committee’s Operating Regulations, approved by the Board of Directors and
amended by it following the Committee’s recommendations.
The Operating Regulations of the Nomination & Remuneration Committee are posted on the
Company's website.
Following decisions dated 22/06/2022 of the Board of Directors (regarding the election of the
Committee Members) and the Nomination & Remuneration Committee (regarding its constitution),
the composition of the Nomination & Remuneration Committee is as follows:
1.
Konstantinos Galiatsos, Chairman, Independent Non-Executive Member of the BoD,
2.
Stefanos
C
apsaskis, Independent Non-Executive Member of the BoD, and
3.
Loukas Papazoglou, Non-Executive Member of the BoD.
The issues addressed by the Committee during 2023 were as follows:
➢
Recommendation to the Board of Directors regarding the revision of the Remuneration Policy
of the Members of the Board of Directors and the establishment of a Stock Option Plan for
the Board Members and personnel of the Company, including persons providing their services
to the Company on a regular basis. Annual appraisal of the Board of Directors and the
Committees.
➢
Recommendation to the Board of Directors regarding the fulfillment of the independence
criteria of Article 9 of Law 4706/2020 of the Independent Non-Executive Members of the
Company’s Board of Directors.
➢
Briefing on the activities of the fiscal year 2022
➢
Remuneration Report for the corporate year 2022.
➢
Recommendation about the maximum amount of remuneration of Board members.
➢
Recommendation to the Board of Directors regarding the allocation of advance payment of
remuneration to non-executive members of the Board of Directors until the next Annual
General Meeting, in accordance with Article 109 of Law 4548/2018.
➢
Recommendation regarding the readjustment of the remuneration of an Executive of the
Company.
During 2023, the Committee adopted 5 (unanimous) written resolutions without holding a meeting.
Evaluation of the Board of Directors and the Committees
The Board of Directors and the Audit and Nomination & Remuneration Committees perform self-
evaluation of their activities and effectiveness on annual basis. The Board of Directors can be
evaluated by third parties as well.
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 42
After the completion of the evaluations, the results are presented to the Board of Directors where
recommendations are made and relevant decisions are taken in order to improve the operation of the
BoD and the Committees, wherever necessary.
The results of the evaluation of the Board of Directors and the Committees for 2023, which is the
third performed after the entry into force of Law 4706/2020 on corporate governance, they were
presented to the Board of Directors at its meeting held on 22/02/2024 and were particularly
satisfactory.
Last, in accordance with a special practice of the EKED, the Non-Executive Members of the Board
of Directors met on 30/03/2023 and on 22/02/2024 and discussed about the performance of the
Executive Members during 2022 and 2023, respectively.
Policies that ensure provision of adequate information of the Board of Directors to facilitate
decision-making regarding Related Party Transactions
The Company has put in place and implements a Framework for the Management of Related Party
Transactions, which records the general policy and procedures, regulating the Company's transactions
with related parties. Among other things, it is provided that every business unit that handles and
processes each potential transaction shall gather sufficient information about the counterparty and the
proposed terms of the transaction in order that it is assessed whether the intended transaction shall be
treated according to the policy regarding related party transactions. Thereafter, the Board of Directors
shall be adequately informed in view of the decision-making in accordance with the effective
legislation (Articles 99 et seq., Law 4548/2018 in particular).
Sustainable Development Policy
The sustainable development of the Company is based on adopting responsible policies and practices
in the course of its business operations.
The factors, related to environmental protection, positive
impact on society and sound governance constitute the criteria, which the Company takes seriously
and manages strategically, driven by long-
term value generation.
The Company’s Sustainable
Development Policy is incorporated in its Internal Regulations, posted on the Company's website
(
www.migholdingssa.com
).
Information under Article 152, Par. 1(d), Law 4548/2018
The information as provided in Article 152, Para. 1(d), Law 4548/2018 is included in the explanatory
report of the Board of Directors, compiled according to Article 4, Paras. 7 and 8, Law 3556/2007 and
is incorporated in the Board of Directors report.
Statutory Auditors
Auditing Firm:
GRANT THORNTON S.A.
I.C.P.A. Reg. No: 127
Statutory Auditor:
Pelagia Kaza
I.C.P.A. Reg. No: 62591
10.
INFORMATION AND EXPLANATORY REPORT ON THE ARTICLE 4 (7) & (8) OF THE
LAW 3556/2007
This explanatory report of the Board of Directors of the Company is submitted to the Regular General
Meeting of its shareholders and is incorporated into the Report of the Board of Directors pursuant to
article 4 para. (7) and (8) of the Law 3556/2007.
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 43
10.1
Structure of the Company’s share capital
On 31/12/2023
the share capital of the company amounted to €
12,526,810.00 fully paid, divided into
31,317,025 ordinary
registered shares of a nominal value of € 0.
4
0 each. The Company’s shares are
listed for trading on the Main Market of Athens Exchange.
Each share confers all rights as provided by law and by the company’s Articles of Association, among
which:
•
a right to receive the profits and the proceeds of the liquidation of the Company (article 37 para.
3 L. 4548/2018);
•
a pre-emption right at each share capital increase of the Company not involving contribution in
kind and at each convertible bond loan issue (article 26 L. 4548/2018);
•
a right to participate in a General Meeting, whereas each share confers a right to one vote (articles
124 & 37 para. 3 L. 4548/2018);
•
a right to obtain a copy of the financial statements and reports of the auditors and the Board of
Directors of the Company 10 days prior to the annual general meeting (article 123 para. 1 L.
4548/2018).
10.2
Restrictions on the transfer of the Company’s shares
The transfer of the Company’s shares is effective in accordance with the Law and there are no
restrictions on their transfer pursuant to the Company’s Articles of Association, considering that they
are intangible shares listed on ATHEX.
10.3
Significant direct or indirect holdings for the purpose of the Law 3556/2007
According to the notifications received by the Company from the shareholders - holders of voting
rights pursuant to the Law 3556/2007, the shareholders who directly or indirectly held more than 5%
of the total voting rights of the Company are the following:
Shareholder
Percentage on voting rights based
on the latest notification received
from the shareholder until
31/12/2023
Current percentage on
voting rights
PIRAEUS FINANCIAL HOLDINGS S.A.
(through its controlled entity “PIRAEUS
BANK S.A.”)
87.79%
87.79%
10.4
Shares conferring special control rights
As per article 19 of the Company’s Articles of Association, a right to appoint one (1) member in the
Company’s Board of Directors
pursuant to formerly effective provisions of article 18 para. (3), (4)
and (5) of the Law 2190/1920 (currently replaced by article 79 of L. 4548/2018) is conferred to Messrs
(a) Theodoros Kaloudis, the son of Antonios, and (b) Athanassios Panagoulias, the son of Theodoros,
and to each acting separately, provided that each of them owns shares of the Company representing
at least 5% of the entire share capital. Messrs Theodoros Kaloudis and Athanassios Panagoulias may
even appoint themselves. In case any of the above shareholders exercises this right, the General
Meeting shall limit its respective power to the election of the remaining members of the Board. The
aforementioned article originates from the articles of association of “COMM GROUP S.A.” which
merged
through absorption of “Maritime and Financial Investment Holdings S.A.” and “Marfin
Classic S.A.” on 08/03/2004. Regarding the above, it is hereby noted that neither of the
aforementioned persons held a percentage equal or more than 5% of the share capital of the Company
on 31/12/2023.
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 44
10.5
Restrictions on voting rights
No restrictions or deadlines are imposed by its Articles on exercising of the voting rights deriving
from the Company’s shares.
10.6
Shareholders’ agreements in the Company
The Company is not aware of any agreements between its shareholders which might result in
restrictions on the transfer of the Company’s shares or in the exercise of the voting rights conferred
by its shares.
10.7
Rules on appointment and replacement of the Board members and amendment of Articles
of Association
Besides the above mentioned in the relevant section of the Corporate Governance Statement,
regarding the appointment and replacement of the members of the Board of Directors of the Company
and the amendment of the provisions of the Articles of Association, the provisions of L. 4548/2018
apply.
10.8
Competency of the Board of Directors in respect to the issuance of new shares or buy-
back programs
Α
) The Board of Directors may issue new shares according to the provisions of L. 4548/2018 and
especially articles 24 (Extraordinary capital increase) and 71 para. 4 (Convertible Bond Loan).
The Company’s Re
-iterative Extraordinary General Meeting of Shareholders that took place on
03/03/2023 upon postponement resolved to establish a stock option plan for the members of the Board
of Directors (with the exemption of independent non-executive members, according to article 9 para.
2 a of Law 4706/2020) and personnel of the Company, including persons providing their services to
the Company on a regular basis. The rights will refer to new common voting registered shares to
result from a share capital increase of the Company. The total nominal value of the shares to be issued
in case of exercise of the entirety of stock options will not exceed the amount of six hundred twenty
five thousand two hundred euros (€ 625,200.00). Pursuant to article 35 para.
2 of Law 4548/2018, the
exercise price was determined as equal to the nominal value of the shares resulting following the
completion of the reverse split and the share capital reduction resolved by the same General Meeting,
i.e. forty cents (€
0.40). The duration of the plan was determined at five years. Moreover, it resolved
to authorize the Board of Directors to determine, upon a recommendation of the Nomination and
Remuneration Committee, the beneficiaries of the plan within the above mentioned limits and the
one-off or gradual attribution of stock options to them; specify (and the amendment throughout the
duration of the plan) the other terms of the plan; and regulate any other relevant issue throughout the
duration of the plan within the framework of the resolution of the General Meeting and pursuant to
current legislation.
Besides the above mentioned, the Board of Directors is competent by law to issue
stock option certificates, issue and deliver shares to the beneficiaries who exercised their options,
certify the payment of any share capital increase and amend the Articles of Association at least
quarterly.
Furthermore, by a decision of the Annual General Meeting of the Company's shareholders held on
14/06/2023, the Board of Directors was authorized, for a three-year period after adoption of the
relevant decision, to increase the Company's share capital in part or in whole through issuance of new
shares, by amounts not exceeding triple the paid-up share capital
amounting to €
12,526,810.00 on
the date of General Meeting, in accordance with article 24 para. 1 of Law 4548/2018. This
authorization to the Board of Directors may be renewed by the General Meeting for periods which
cannot exceed five (5) years at a time, entering into effect upon expiry of each five-year period.
B) During the current period, no share buy-back program is in effect.
ANNUAL FINANCIAL REPORT 2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 45
10.9
Important agreements that are to come into effect, to be amended or expire in case of
change of control following a tender offer
There are no important agreements which will come into effect, be amended or expire in case of
change of control following a tender offer.
10.10
Agreements with members of the Board of Directors or personnel of the Company
There are no agreements of the Company with members of its Board of Directors or its personnel that
provide for a payment of compensation, especially, in case of resignation or unfair dismissal or in
case of termination of their term or employment following a tender offer.
It is hereby noted that by resolutions of the Annual General Meetings of the Company’s Shareholders
dated 15/06/2017 and 25/08/2018, the Company’s employees’ pension plan was approved with a
minimum duration of 10 years.
Athens, February 26, 2024
As and on behalf of the Board of Directors
Georgios Efstratiadis
The Chief Executive Officer
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 46
D. ANNUAL CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE
FINANCIAL YEAR ENDED AS AT 31
st
OF DECEMBER 2023
ACCORDING TO THE INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS),
AS ADOPTED BY THE EUROPEAN UNION
The attached financial statements were approved by the Board of Directors of MIG HOLDINGS S.A.
as of 26
/02/2024 and have been published on the Company’s website
www.migholdingssa.com
as
well as on the Athens Stock Exchange’s website. The annual financial statements of the consolidated
subsidiaries are posted on the same website in accordance with the provisions of decision
12
Α
/889/31.8.2020 of the Hellenic Capital Market Commission.
NOTES TO THE FINANCIAL STATEMENTS
st
OF DECEMBER 31
2023
CONSOLIDATED INCOME STATEMENT FOR THE FINANCIAL YEAR 2023
THE GROUP
Note
Amounts in € '000
01/01-31/12/2023
01/01-31/12/2022
28
Sales
7,868
7,121
29
Cost of sales
(3,240)
(3,454)
Gross profit
4,628
3,667
29
Administrative expenses
(5,148)
(5,225)
29
Distribution expenses
(215)
(508)
30
Other operating income
1,504
2,329
31
Other operating expenses
(884)
(1,287)
Operating loss
(115)
(1,024)
32
Other financial results
16,991
3,410
33
Financial expenses
(13,233)
(24,618)
34
Financial income
293
140
Income from dividends
61
-
Gains/(Losses) before tax from continuing operations
3,997
(22,092)
35
Income tax
-
-
Gains/(Losses) after tax for the year from continuing operations
3,997
(22,092)
8.1
Gains for the year from discontinued operations
99,338
16,516
Gains/(Losses) after tax for the year
103,335
(5,576)
Attributable to:
Owners of the parent
104,872
(8,982)
- from continuing operations
3,997
(22,092)
- from discontinued operations
100,875
13,110
Non-controlling interests
(1,537)
3,406
- from continuing operations
-
-
- from discontinued operations
(1,537)
3,406
Gains/(Losses) per share (€ / share):
36
Basic gains/(losses) per share
3.3487
(0.2868)
- Basic gains/(losses) per share from continuing operations
0.1276
(0.7054)
- Basic gains/(losses) per share from discontinued operations
3.2211
0.4186
36
Diluted gains/(losses) per share
0.4782
(0.0025)
- Diluted gains/(losses) per share from continuing operations
0.0327
(0.0257)
- Diluted gains/(losses) per share from discontinued operations
0.4456
0.0231
The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements
Note:
The results of the discontinued operations are discreetly presented and analyzed in separate note (see note 8), as in
compliance with the requirements of IFRS 5 “Non
-
current Assets Held for Sale and Discontinued Operations”.
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 47
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 48
SEPARATE INCOME STATEMENT FOR THE FINANCIAL YEAR 2023
THE COMPANY
Amounts in € '000
Note
01/01-31/12/2023
01/01-31/12/2022
Income from investments in subsidiaries & other financial assets
32
84,345
338
Income from financial assets at fair value through profit or loss
32
689
230
Other income
30
100
1
Total
85,134
569
Fees and other expenses to third parties
29
(824)
(574)
Wages, salaries and social security costs
29
(1,371)
(1,412)
Depreciation and amortization
(258)
(259)
Other expenses
29
(1,112)
(1,379)
Total operating expenses
(3,565)
(3,624)
Financial expenses
33
(9,613)
(21,249)
Financial income
34
184
-
Other financial results
32
16,178
2,330
Gains/(Losses) before tax for the year
88,318
(21,974)
Income tax
35
-
-
Gains/(Losses) after tax for the year
88,318
(21,974)
Gains/(Losses) per share (€ / share):
- Basic
36
2.8201
(0.7017)
- Diluted
36
0.4051
(0.0255)
The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 49
CONSOLIDATED AND SEPARATE STATEMENT OF COMPREHENSIVE INCOME FOR
THE FINANCIAL YEAR 2023
THE GROUP
THE COMPANY
Amounts in € '000
Note
01/01-31/12/2023
01/01-31/12/2022
01/01-31/12/2023
01/01-31/12/2022
Gains/(Losses) for the year (from continuing
and discontinued operations)
103,335
(5,576)
88,318
(21,974)
Other comprehensive income:
Amounts that will not be reclassified in the
Income Statement in subsequent years
Remeasurement of defined benefit pension plans
(2)
(7)
(2)
1
(2)
(7)
(2)
1
Amounts that may be reclassified in the
Income Statement in subsequent years
Cash flow hedging :
- current year gains/(losses)
(3,857)
(6,850)
-
-
- reclassification to profit or loss for the year
9,144
(3,328)
-
-
Exchange differences on translating foreign
operations
2
(23)
-
-
Exchange gain/(loss) on disposal of foreign
operations recognised in profit or loss
64
-
-
-
5,353
(10,201)
-
-
Other comprehensive income for the year
after tax
37
5,351
(10,208)
(2)
1
Total comprehensive income for the year after
tax
108,686
(15,784)
88,316
(21,973)
Attributable to:
Owners of the parent
111,018
(17,085)
Non-controlling interests
(2,332)
1,301
The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 50
CONSOLIDATED AND SEPARATE STATEMENT OF FINANCIAL POSITION AS OF
DECEMBER 31
st
2023
THE GROUP
THE COMPANY
Amounts in € '000
Note
31/12/2023
31/12/2022
31/12/2023
31/12/2022
ASSETS
Non-Current Assets
Tangible assets
10
208
311
173
275
Right-of-use assets
10
153
286
146
270
Intangible assets
11
43
64
10
21
Investments in subsidiaries
12
-
-
67,911
345,411
Other financial assets
13
-
5
-
-
Investment Property
14
204,091
203,672
-
-
Other non-current assets
15
199
206
43,370
115,438
Total of Non-Current Assets
204,694
204,544
111,610
461,415
Current Assets
Trade and other receivables
16
1,491
1,435
-
-
Other current assets
17
845
771
418
289
Other financial assets at fair value through P&L
13
5,772
526
5,768
526
Cash & cash equivalents
18
7,392
15,283
6,362
10,400
Total of Current Assets
15,500
18,015
12,548
11,215
Non-current assets classified as held for sale
8
-
1,028,129
-
-
Total Assets
220,194
1,250,688
124,158
472,630
EQUITY AND LIABILITIES
Equity
Share capital
19
12,527
93,951
12,527
93,951
Share premium
19
100,000
100,000
100,000
100,000
Fair value reserves
20
-
(6,082)
-
-
Other reserves
20
32,947
32,882
32,947
32,947
Retained earnings
(23,609)
(209,903)
(23,906)
(193,646)
Equity attributable to
ο
wners of the parent
121,865
10,848
121,568
33,252
Non-controlling interests
-
78,755
-
-
Total Equity
121,865
89,603
121,568
33,252
Non-current liabilities
Accrued pension and retirement obligations
21
116
105
87
77
Long-term borrowings
22
91,823
525,872
-
435,283
Long-term lease liabilities
22
33
193
33
186
Other long-term liabilities
24
144
135
-
-
Total of Non-current liabilities
92,116
526,305
120
435,546
Current Liabilities
Trade and other payables
25
1,266
958
-
-
Tax payable
26
-
12
-
-
Short-term borrowings
22
79
2,148
-
1,314
Short-term lease liabilities
22
160
154
153
145
Other current liabilities
27
4,708
4,737
2,317
2,373
Total of Current Liabilities
6,213
8,009
2,470
3,832
Liabilities directly associated with non-current assets classified as held for sale
8
-
626,771
-
-
Total liabilities
98,329
1,161,085
2,590
439,378
Total Equity and Liabilities
220,194
1,250,688
124,158
472,630
The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 51
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR
2023
Amounts in € '000
Note
Share
Capital
Share
Premium
Fair
Value
Reserve
Other
Reserves
Retained
earnings
Total Equity
attrib. to Owners
of the Parent
Non-
controlling
Interests
Total
Equity
Balance as of 01/01/2023
93,951
100,000
(6,082)
32,882
(209,903)
10,848
78,755
89,603
Share capital decrease by writing
off equal losses of previous years
(81,424)
-
-
-
81,424
-
-
-
Decrease in non-controlling
interests due to sale of subsidiaries
-
-
-
(1)
-
(1)
(76,423)
(76,424)
Transactions with owners
(81,424)
-
-
(1)
81,424
(1)
(76,423)
(76,424)
Profit/(Loss) for the year
-
-
-
-
104,872
104,872
(1,537)
103,335
Other comprehensive income:
Cash flow hedges
- current year gains/(losses)
-
-
(3,062)
-
-
(3,062)
(795)
(3,857)
- reclassification to profit or loss
for the year
-
-
9,144
-
-
9,144
-
9,144
Exchange differences on translation
of foreign operations
-
-
-
2
-
2
-
2
Exchange gain/(loss) on disposal of
foreign operations recognised in
profit or loss
-
-
-
64
-
64
-
64
Remeasurements of defined benefit
pension plans
-
-
-
-
(2)
(2)
-
(2)
Other comprehensive income for
the year after tax
37
-
-
6,082
66
(2)
6,146
(795)
5,351
Total comprehensive income for
the year after tax
-
-
6,082
66
104,870
111,018
(2,332)
108,686
Balance as of 31/12/2023
12,527
100,000
-
32,947
(23,609)
121,865
-
121,865
The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 52
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR
2022
Amounts in € '000
Note
Share
Capital
Share
Premium
Fair
Value
Reserve
Other
Reserves
Retained
earnings
Total Equity
attrib. to Owners
of the Parent
Non-
controlling
Interests
Total
Equity
Balance as of 01/01/2022
93,951
100,000
1,998
32,900
(182,824)
46,025
61,587
107,612
Increase/(decrease) of non-controlling
interests in subsidiaries
-
-
-
-
(18,092)
(18,092)
18,092
-
Share capital decrease by share capital
return to non-controlling interests
-
-
-
-
-
-
(2,225)
(2,225)
Transactions with owners
-
-
-
-
(18,092)
(18,092)
15,867
(2,225)
Profit/(Loss) for the year
-
-
-
-
(8,982)
(8,982)
3,406
(5,576)
Other comprehensive income:
Cash flow hedges
- current year gains/(losses)
-
-
(5,438)
-
-
(5,438)
(1,412)
(6,850)
- reclassification to profit or loss for
the year
-
-
(2,642)
-
-
(2,642)
(686)
(3,328)
Exchange differences on translation of
foreign operations
-
-
-
(18)
-
(18)
(5)
(23)
Remeasurements of defined benefit
pension plans
-
-
-
-
(5)
(5)
(2)
(7)
Other comprehensive income for the
year after tax
37
-
-
(8,080)
(18)
(5)
(8,103)
(2,105)
(10,208)
Total comprehensive income for the
year after tax
-
-
(8,080)
(18)
(8,987)
(17,085)
1,301
(15,784)
Balance as of 31/12/2022
93,951
100,000
(6,082)
32,882
(209,903)
10,848
78,755
89,603
The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 53
SEPARATE STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR 2023
Amounts in € '000
Note
Share
Capital
Share
Premium
Other
Reserves
Retained
earnings
Total Equity
Balance as of 01/01/2023
93,951
100,000
32,947
(193,646)
33,252
Share capital decrease by writing off equal losses of
previous years
(81,424)
-
-
81,424
-
Transactions with owners
(81,424)
-
-
81,424
-
Profit/(Loss) for the year
-
-
-
88,318
88,318
Other comprehensive income:
Remeasurements of defined benefit pension plans
-
-
-
(2)
(2)
Other comprehensive income for the year after tax
37
-
-
-
(2)
(2)
Total comprehensive income for the year after tax
-
-
-
88,316
88,316
Balance as of 31/12/2023
12,527
100,000
32,947
(23,906)
121,568
The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements
SEPARATE STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR 2022
Amounts in € '000
Note
Share
Capital
Share
Premium
Other
Reserves
Retained
earnings
Total Equity
Βalance as of 01/01/2022
93,951
100,000
32,947
(171,673)
55,225
Transactions with owners
-
-
-
-
-
Profit/(Loss) for the year
-
-
-
(21,974)
(21,974)
Other comprehensive income:
Remeasurements of defined benefit pension plans
-
-
-
1
1
Other comprehensive income for the year after tax
37
-
-
-
1
1
Total comprehensive income for the year after tax
-
-
-
(21,973)
(21,973)
Balance as of 31/12/2022
93,951
100,000
32,947
(193,646)
33,252
The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 54
STATEMENT OF CASH FLOWS FOR THE FINANCIAL YEAR 2023 (CONSOLIDATED AND
SEPARATE)
THE GROUP
THE COMPANY
Amounts in € '000
01/01-
31/12/2023
01/01-
31/12/2022
01/01-
31/12/2023
01/01-
31/12/2022
Gains/(Losses) for the year before tax from continuing operations
3,997
(22,092)
88,318
(21,974)
Adjustments
(4,017)
20,840
(91,009)
18,641
Cash flows from operating activities before working capital changes
(20)
(1,252)
(2,691)
(3,333)
Changes in working capital
(Increase)/Decrease in trade receivables
25
4,800
(87)
2,161
Increase / (Decrease) in liabilities
(17)
(3,555)
(429)
(2,072)
(Increase)/Decrease of financial assets at fair value through profit and loss
-
-
(5,120)
(316)
8
1,245
(5,636)
(227)
Cash flows from operating activities
(12)
(7)
(8,327)
(3,560)
Interest paid
(3,152)
(2,862)
(22)
(1,467)
Income tax paid
(11)
(48)
-
-
Net cash flows from operating activities from continuing operations
(3,175)
(2,917)
(8,349)
(5,027)
Net cash flows from operating activities of discontinued operations
16,292
58,232
-
-
Net cash flows from operating activities
13,117
55,315
(8,349)
(5,027)
Cash flows from investing activities
Purchase of property, plant and equipment
(26)
(14)
(21)
(5)
Purchase of investment property
(1,328)
(1,208)
-
-
Disposal of property, plant and equipment, intangible assets and investment
property
1,108
4,610
-
-
Dividends received
61
-
61
1,112
Ι
nvestments in financial assets at fair value through profit and loss
(4,612)
(18)
-
-
Investments in subsidiaries and associates
-
-
(83)
15,942
Interest received
251
140
142
-
Collections of receivables and loans to related parties
-
-
4,370
-
Net cash flow from investing activities from continuing operations
(4,546)
3,510
4,469
17,049
Net cash flow from investing activities of discontinued operations
(80,953)
(37,806)
-
-
Net cash flow from investing activities
(85,499)
(34,296)
4,469
17,049
Cash flow from financing activities
Payments for borrowings
-
(7,156)
-
(2,736)
Payment of finance lease liabilities
(170)
(168)
(158)
(157)
Loans paid to related parties
-
-
-
(380)
Net cash flow from financing activities from continuing operations
(170)
(7,324)
(158)
(3,273)
Net cash flow from financing activities of discontinued operations
(23,468)
(13,139)
-
-
Net cash flow from financing activities
(23,638)
(20,463)
(158)
(3,273)
Net (decrease) / increase in cash and cash equivalents
(96,020)
556
(4,038)
8,749
Cash and cash equivalents at the beginning of the year from continuing
operations
15,283
102,641
10,400
1,651
Cash and cash equivalents at the beginning of the year from continued
operations
87,887
-
-
-
Exchange differences in cash and cash equivalents from continuing
operations
-
2
-
-
Exchange differences in cash and cash equivalents from discontinued
operations
242
(29)
-
-
Cash and cash equivalents of disposal groups classified as held for sale
-
(87,887)
-
-
Net cash and cash equivalents at the end of the year
7,392
15,283
6,362
10,400
The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 55
Profit adjustments are analyzed as follows:
THE GROUP
THE COMPANY
Amounts in € '000
01/01-
31/12/2023
01/01-
31/12/2022
01/01-
31/12/2023
01/01-
31/12/2022
Adjustments for:
Depreciation and amortization expense
283
281
258
259
Changes in pension obligations
15
16
12
11
Provisions and other non-cash (income)/expenses
(203)
(2,854)
(4)
(2,330)
Impairment and reversal of impairment of assets
(105)
4,735
(45)
(338)
Unrealized exchange (gains)/losses
(3)
(6)
1
1
Profit on sale of property, plant and equipment, intangible assets and
investment property
(21)
(103)
-
-
(Profit) / loss from fair value valuation of financial assets at fair value
through profit and loss
(176)
(354)
(121)
(210)
Profit from restructuring of loan liabilities
-
(5,331)
-
-
(Profit) / loss from sale of financial assets at fair value through profit and
loss
(508)
(21)
-
-
(Profit) / loss from disposal of subsidiaries/associates
-
-
(84,300)
-
Interest and similar income
(293)
(140)
(184)
-
Interest and similar expenses
13,233
24,617
9,613
21,248
Income from dividends
(61)
-
(61)
-
Gains from loan derecognition
(16,178)
-
(16,178)
-
Total of adjustments
(4,017)
20,840
(91,009)
18,641
The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements
Note:
Net cash flows from operating, investing and financing activities are distinctly presented and analyzed in a separate note
(see Note 8
), in compliance with the requirements of IFRS 5 “Non
-current Assets Held for Sale and Discontinued
Operations”.
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 56
1
GENERAL INFORMATION OF THE GROUP
The consolidated Group Financial Statements have been prepared in compliance with the International
Financial Reporting Standards as issued by the International Accounting Standards Board and adopted
by the European Union.
The Company “MIG HOLDINGS S.A.” under the discreet title MIG is domiciled in Greece in the
Municipality of Athens of Attica (El. Venizelou 10, 106 71). The Company’s term of duration is 100
years starting from its establishment and can be extended following a resolution of the General
Shareholders Meeting.
MIG operates as a holding societe anonyme according to Greek legislation and specifically according
to the provisions of C.L. 4548/2018 on societe anonyme, as it stands. The Financial Statements are
posted on the Company’s website at
www.migholdingssa.com
.
The Company’s shares are listed in the
Athens Stock Exchange. The Company’s share forms part of the ASE General Index (Bloomber
g
Ticker: MIG GA, Reuters ticker: MIGr.AT, OASIS: MIG).
The main activity of the Group is its focus on equity investments in Greece and throughout South-
Eastern Europe. The Group’s activity focuses on the following operating sectors:
•
Financial Services
(MIG, MIG AVIATION HOLDINGS, MIG LEISURE, ATHENIAN
INVESTMENTS),
•
Real Estate
(RKB),
•
Other [
MIG MEDIA (under liquidation)].
On December 31, 2023
the Group’s headcount amounted to
56, while on December 31, 2022 the
Group’s headcount amounted to 1,6
58 (1,596 pertaining to discontinued operations). On December
31, 2023
the Company’s headcount amounted to 14 while on December 31, 2022 the Company’s
headcount amounted to 17.
MIG’s companies, included in the consolidated Financial Statements, as well as their non
-tax audited
years are analysed in Note 2 to the Financial Statements.
The attached Financial Statements as of December 31, 2023
were approved by the Company’s Board
of Directors on February 26, 2024 and are subject to the final approval of the Annual Ordinary
General Shareholder Meeting. The financial statements are available to the investing public on the
Company’s website.
Consolidated Financial Statements of MIG Group are consolidated under the equity method, in the
Financial Statements of PIRAEUS FINANCIAL HOLDINGS S.A., which is domiciled in Greece and
whose holding in the Company (through its 100% subsidiary PIRAEUS BANK S.A.) amounts to
87.79% as of 31/12/2023.
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 57
2
GROUP STRUCTURE AND ACTIVITIES
2.1
Consolidated entities table on 31/12/2023
The following table presents MIG’s consolidated entities on 31/12/2023, their domiciles, their
principal activity, the Company’s direct and indirect shareholdings, the consolidation method as well
as the non-tax audited financial years.
Company Name
Domicile
Principal
activity
Direct
%
Indirect
%
Total %
Consolidation
Method
Non-tax
Audited
Years
(1)
MIG HOLDINGS S.A.
Greece
Holding
company
Parent Company
2017-2022
MIG Subsidiaries
MIG LEISURE LTD
Cyprus
Holding
company
100.00%
-
100.00%
Purchase Method
-
ATHENIAN INVESTMENTS HOLDINGS S.A.
Greece
Holding
company
100.00%
-
100.00%
Purchase Method
2017-2022
MIG AVIATION HOLDINGS LTD
Cyprus
Holding
company
100.00%
-
100.00%
Purchase Method
-
MIG MEDIA S.A.(2)
Greece
Under
liquidation
100.00%
-
100.00%
Purchase Method
2017-2022
JSC ROBNE KUCE BEOGRAD (RKB)
Serbia
Real estate
management
100.00%
-
100.00%
Purchase Method
-
Notes
(1) In respect to the Group companies established in Greece, which meet the relevant criteria for falling under the tax audit of Certified Auditors, the tax audit of fiscal
years 2018-2022 has been completed under the provisions of Law 4174/2013, article 65A, par.1. It is to be noted that the tax audit of fiscal year 2023 is in progress. On
31/12/2023 the fiscal years until 31/12/2017 were time-barred in accordance with the provisions of par. 1 of art. 36 of Law 4174/2013, with the exceptions provided by
the current legislation for extension of the right of the Tax Administration for the issuance of an act of administrative, estimated or corrective tax determination in specific
cases.
(2) As of 18/03/2022 the company was put into liquidation process
2.2
Changes in the Group’s structure
The consolidated Financial Statements for the annual period ended on December 31, 2023 compared
to the corresponding annual comparative period of 2022, do not include i) ATTICA group due to its
disposal on 12/05/2023 (till that date it was consolidated under equity method), ii) the company MIG
SHIPPING due to its disposal on 12/05/2023 (till that date it was consolidated under equity method),
iii) the company TOWER TECHNOLOGY HOLDINGS (OVERSEAS) LTD due to its liquidation as
at 15/05/2023 (till that date it was consolidated under equity method), and iv) the company MIG
REAL ESTATE SERBIA due to its liquidation as at 22/12/2023 (till that date it was consolidated
under equity method).
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 58
3
BASIS OF FINANCIAL STATEMENTS PRESENTATION
3.1
Statement of Compliance
The consolidated and separate Financial Statements as of December 31
st
, 2023 covering the annual
period from January 1
st
, to December 31
st
, 2023, have been prepared according to the International
Financial Reporting Standards (IFRS), which were published by the International Accounting
Standards Board (IASB) and according to their interpretations, which have been published by the
International Financial Reporting Interpretations Committee (IFRIC) and have been adopted by the
European Union until December 31
st
, 2023. The Group applies all the International Accounting
Standards, International Financial Reporting Standards and their Interpretations, which apply to the
Group’s activities. The relevant accounting policies, a summary of which is presented below in Note
4, have been applied consistently in all periods presented.
The aforementioned Financial Statements were prepared based on the going concern principle, which
implies that the Company and its subsidiaries will be in position to continue operating as entities in
the foreseeable future, taking into account the currently effective and projected financial position of
the Group.
3.2
Basis of Measurement
The Group’s
Financial Statements have been prepared according to the principle of historical cost, as
modified for the fair value adjustment of the items to follow:
•
Financial assets and liabilities at fair value through Profit & Loss, and
•
Investment property.
3.3
Presentation currency
The presentation currency is Euro (the currency of the Group’s parent domicile) and all the amounts
are presented in thousand Euro unless otherwise mentioned.
3.4
Use of Estimates
The preparation of the Financial Statements according to IFRS requires the use of estimates and
judgments on the application of the Company’s accounting policies. Opinions, assumptions and
Management estimates affect the valuation of several asset and liability items, the amounts
recognized during the financial year regarding specific income and expenses as well as the presented
estimates on contingent liabilities.
The assumptions and estimates are assessed on a continuous basis according to historic experience
and other factors, including expectations on future event outcomes that are considered as reasonable
given the current conditions. The estimates and assumptions relate to the future and, consequently,
the actual results may deviate from the accounting calculations.
The aspects requiring the highest degree of judgment as well as the aspects mostly affecting the
consolidated Financial Statements are presented in Note 6 to the Financial Statements.
3.5
Changes in Accounting Policies
The accounting policies based on which the Financial Statements were drafted, are in accordance
with those used in the preparation of the Annual Financial Statements for the FY 2022, adjusted to
the new Standards and revisions imposed by IFRS (see par. 3.5.1 and 3.5.2).
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 59
3.5.1
New Standards, Interpretations, Revisions and Amendments to existing Standards that
are effective and have been adopted by the European Union
The following new Standards, Interpretations and amendments of IFRSs have been issued by the
International Accounting Standards Board (IASB), are adopted by the European Union, and their
application is mandatory from or after 01/01/2023.
•
IFRS 17 “Insurance Contracts” (effective for annual periods starting on or after 01/01/2023)
In May 2017, the IASB issued a new Standard, IFRS 17, which replaces an interim Standard, IFRS 4.
The aim of the project was to provide a single principle-based standard to account for all types of
insurance contracts, including reinsurance contracts that an insurer holds. A single principle-based
standard would enhance comparability of financial reporting among entities, jurisdictions and capital
markets. IFRS 17 sets out the requirements that an entity should apply in reporting information about
insurance contracts it issues and reinsurance contracts it holds. Furthermore, in June 2020, the IASB
issued amendments, which do not affect the fundamental principles introduced when IFRS 17 has
first been issued. The amendments are designed to reduce costs by simplifying some requirements in
the Standard, make financial performance easier to explain, as well as ease transition by deferring the
effective date of the Standard to 2023 and by providing additional relief to reduce the effort required
when applying the Standard for the first time. The amendments do not affect the consolidated
Financial Statements.
•
Amendments to IAS 1 “Presentation of Financial Statements” (effective for annual periods
starting on or after 01/01/2023)
In February 2021, the IASB issued narrow-scope amendments that pertain to accounting policy
disclosures. The objective of these amendments is to improve accounting policy disclosures so that
they provide more useful information to investors and other primary users of the financial statements.
More specifically, companies are required to disclose their material accounting policy information
rather than their significant accounting policies. The amendments do not affect the consolidated
Financial Statements. The above have been adopted by the European Union with effective date of
01/01/2023.
•
Amendments to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors:
Definition of Accounting Estimates” (effective for annual periods starting on or after
01/01/2023)
In February 2021, the IASB issued narrow-scope amendments that they clarify how companies should
distinguish changes in accounting policies from changes in accounting estimates. That distinction is
important because changes in accounting estimates are applied prospectively only to future
transactions and other future events, but changes in accounting policies are generally also applied
retrospectively to past transactions and other past events. The amendments do not affect the
consolidated Financial Statements. The above have been adopted by the European Union with
effective date of 01/01/2023.
•
Amendments to IAS 12 “Income Taxes: Deferred Tax related to Assets and Liabilities
arising from a Single Transaction” (effective for annual periods starting on or after
01/01/2023)
In May 2021, the IASB issued targeted amendments to IAS 12 to specify how companies should
account for deferred tax on transactions such as leases and decommissioning obligations
–
transactions for which companies recognise both an asset and a liability. In specified circumstances,
companies are exempt from recognising deferred tax when they recognise assets or liabilities for the
first time. The amendments clarify that the exemption does not apply and that companies are required
to recognise deferred tax on such transactions. The amendments do not affect the consolidated
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 60
Financial Statements. The above have been adopted by the European Union with effective date of
01/01/2023.
•
Amendments to IFRS 17 “Insurance contracts: Initial Application of IFRS 17 and IFRS 9 –
Comparative Information” (effective for annual periods starting on or after 01/01/2023
In December 2021, the IASB issued a narrow-scope amendment to the transition requirements in IFRS
17 to address an important issue related to temporary accounting mismatches between insurance
contract liabilities and financial assets in the comparative information presented when applying IFRS
17 “Insurance Contracts” and IFRS 9 “Financial Instruments” for the first time.
The amendment aims
to improve the usefulness of comparative information for the users of the financial statements. The
amendments do not affect the consolidated Financial Statements. The above have been adopted by
the European Union with effective date of 01/01/2023.
•
Amendments to IAS 12 “Income taxes”: International Tax Reform –
Pillar Two Model Rules
(effective immediately and for annual periods starting on or after 01/01/2023)
In May 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 12
“Income Taxes”: International Tax Reform—
Pillar Two Model Rules. The amendments introduced a)
a temporary exception to the requirements to recognise and disclose information about deferred tax
assets and liabilities related to Pillar Two income taxes and b) targeted disclosure requirements for
affected entities. Companies may apply the temperorary exception immediately, but disclosure
requirements are required for annual periods commencing on or after 1 January 2023. The
amendments do not affect the consolidated Financial Statements. The above have been adopted by
the European Union with effective date of 01/01/2023.
•
Amendments to IFRS 16 “Leases: Lease Liability in a Sale and Leaseback” (effective for
annual periods starting on or after 01/01/2024)
In September 2022, the IASB issued narrow-
scope amendments to IFRS 16 “Leases” which add to
requirements explaining how a company accounts for a sale and leaseback after the date of the
transaction. A sale and leaseback is a transaction for which a company sells an asset and leases that
same asset back for a period of time from the new owner. IFRS 16 includes requirements on how to
account for a sale and leaseback at the date the transaction takes place. However, IFRS 16 had not
specified how to measure the transaction when reporting after that date. The issued amendments add
to the sale and leaseback requirements in IFRS 16, thereby supporting the consistent application of
the Accounting Standard. These amendments will not change the accounting for leases other than
those arising in a sale and leaseback tra.nsaction. The Group will examine the impact of the above on
its Financial Statements, though it is not expected to have any. The above have been adopted by the
European Union with effective date of 01/01/2024.
•
Amendments to IAS 1 “Classification of Liabilities as Current or Non
-
current” (effective
for annual periods starting on or after 01/01/2024)
In January 2020, the IASB issued amendments to IAS 1 that affect requirements for the presentation
of liabilities. Specifically, they clarify one of the criteria for classifying a liability as non-current, the
requirement for an entity to have the right to defer settlement of the liability for at least 12 months
after the reporting period. The amendments include: (a) specifying that an entity’s right to defer
settlement must exist at the end of the reporting period; (b) clarifying that classification is unaffected
by management’s intentions or expectations about whether the entity will exercise its right to defer
settlement; (c) clarifying how lending conditions affect classification; and (d) clarifying requirements
for classifying liabilities an entity will or may settle by issuing its own equity instruments.
Furthermore, in July 2020, the IASB issued an amendment to defer by one year the effective date of
the initially issued amendment to IAS 1, in response to the Covid-19 pandemic. However, in October
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 61
2022, the IASB issued an additional amendment that aim to improve the information companies
provide about long-term debt with covenants. IAS 1 requires a company to classify debt as non-
current only if the company can avoid settling the debt in the 12 months after the reporting date.
However, a company’s ability to do so is often subject to complying with covenants. The amendments
to IAS 1 specify that covenants to be complied with after the reporting date do not affect the
classification of debt as current or non-current at the reporting date. Instead, the amendments require
a company to disclose information about these covenants in the notes to the financial statements. The
amendments are effective for annual reporting periods beginning on or after January 1
st
, 2024, with
early adoption permitted. The Group will examine the impact of the above on its Financial Statements,
though it is not expected to have any. The above have been adopted by the European Union with
effective date of 01/01/2024.
3.5.2
New Standards, Interpretations, Revisions and Amendments to existing Standards that
have not been applied yet or have not been adopted by the European Union
The following new Standards, Interpretations and amendments of IFRSs have been issued by the
International Accounting Standards Board (IASB), but their application has not started yet or they
have not been adopted by the European Union:
•
Amendments to IAS 7 “Statement of Cash Flows” and IFRS 7 “Financial Instruments:
Disclosures”: Supplier Finance Arrangements (effective for annual periods starting on or
after 01/01/2024)
In May 2023, the International Accounting Standards Board (IASB) issued Supplier Finance
Arrangements, which amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments:
Disclosures. The IASB issued Supplier Finance Arrangements to require an entity to provide
additional disclosures about its supplier finance arrangements. The amendments require additional
disclosures that complement the existing disclosures in these two standards. They require entities to
provide users of financial statements with information that enable them a) to assess how supplier
finance arrangements affect an entity’s liabilities and cash flows and to understand the effect of
supplier finance arrangements on an entity’s exposure to liquidity risk and how the entity might be
affected if the arrangements were no longer available to it. The amendments to IAS 7 and IFRS 7 are
effective for accounting periods on or after 1 January 2024. The Group will examine the impact of
the above on its Financial Statements, though it is not expected to have any. The above have not been
adopted by the European Union.
•
Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Lack of
Exchangeability (effective for annual periods starting on or after 01/01/2025)
In August 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 21
The Effects of Changes in Foreign Exchange Rates that require entities to provide more useful
information in their financial statements when a currency cannot be exchanged into another currency.
The amendments introduce a definition of currency exchangeability and the process by which an
entity should assess this exchangeability. In addition, the amendments provide guidance on how an
entity should estimate a spot exchange rate in cases where a currency is not exchangeable and require
additional disclosures in cases where an entity has estimated a spot exchange rate due to a lack of
exchangeability.
The amendments to IAS 21 are effective for accounting periods on or after January
1
st
, 2025. The Group will examine the impact of the above on its Financial Statements, though it is
not expected to have any. The above have not been adopted by the European Union.
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 62
4
MATERIAL INFORMATION ABOUT ACCOUNTING POLICIES
4.1
Consolidation
4.1.1
Subsidiaries
Subsidiaries are all the companies, which the parent has the power to control directly or indirectly
through other subsidiaries. The Company has and exercises control through its ownership of the
majority of the subsidiaries’ voting rights. The companies a
lso considered subsidiaries are those in
which the Company, being their single major shareholder, has the ability to appoint the majority of
the members of their Board of Directors. The existence of potentially dilutive minority interests which
are exercisable during the financial statements preparation is taken into consideration in order to
assess whether the Company controls the subsidiaries.
Subsidiaries are fully consolidated under the purchase method from the date of acquisition, which is
the date on which control is transferred to the Group and cease to be consolidated from the date on
which control ceases. The purchase method of accounting is used to account for the acquisition of
subsidiaries. As of the acquisition date, the acquirer shall recognize goodwill arising from the
acquisition that is measured as the excess of:
•
the aggregate of: (i) the consideration transferred measured at fair value (ii) the amount of any
non-controlling interest in the acquired company valued either at their fair value or the
proportionate shareholding of the non-controlling interests, times the net recognizable assets of
the acquired company; and (iii) in a business combination achieved in stages, the acquisition-
date fair value of the acquirer’s previously held equity interest in the acquired company, less
•
the net value of the acquisition-date amounts of the identifiable assets acquired and the
liabilities assumed.
Goodwill is annually tested for impairment, and the difference between its book and its recoverable
value is recognized as an impairment loss in the period’s results.
Acquisition-related costs are costs (i.e. advisory, legal, accounting, valuation and other professional
or consulting fees) are recognized as expenses, burdening profit or loss for the period when incurred.
The opposite case, which is a business combination in which the net of the acquisition-date amounts
of the identifiable assets acquired and the liabilities assumed, exceeds the consideration-transferred
amount then the transaction is characterized as a bargain purchase. Following all the necessary re-
examinations, the excess amount of the aforementioned difference is recognized as profit in profit or
loss for the period.
Intracompany transactions, balances, and unrealized gains on transactions between group companies
are eliminated. Unrealized losses are also eliminated unless the transaction offers impairment
indications of the asset transferred.
Where necessary, the subsidiaries’ accounting policies have been modified to ensure consistency with
those adopted by the Group. Note 2 provides a full list of the consolidated subsidiaries alongside the
Group’s shareholdings.
Subsidiaries’ financial statements preparation date coincides with the relevant date of the parent
company.
4.1.2
Investments in Subsidiaries (Separate Financial Statements)
The investments of the parent company in its subsidiaries are measured at cost less impairment losses.
Impairment test is performed based on the requirements of IAS 36.
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 63
4.1.3
Changes in a parent’s
ownership interest in subsidiaries
In case of changes in a parent’s ownership interest in a subsidiary, it is examined whether the changes
result in a loss of control or not.
•
Changes in a parent’s ownership interest in a subsidiary that do not
result in a loss of control are
accounted for as equity transactions (i.e. transactions with owners in their capacity as owners).
In such circumstances, the carrying amounts of the controlling and non-controlling interests shall
be adjusted to reflect the changes in their relative interests in the subsidiary. Any difference
between the amount by which the non-controlling interests are adjusted and the fair value of the
consideration paid or received shall be recognized directly in equity and attributed to the owners
of the parent.
•
In case the parents’ ownership interest changes in such a way that there is loss of control, then
the parent shall record the necessary accounting entries and recognize the result from the sale
(derecognition of the assets, goodwill and liabilities of the subsidiary as of the date of loss of
control, derecognition of the book value of non-controlling interests, determination of the result
from the sale). Following the loss of control of a subsidiary, any investment in the former
subsidiary is recognized according to the requirements of IFRS 9.
4.2
Financial instruments
A financial instrument is defined as an agreement creating either a financial asset in a company and
a financial liability, or, a shareholding in another company.
4.2.1
Initial Recognition and Derecognition
Financial asset or financial liability are recognized in the Statement of Financial Position, when and
only when the Group becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognized when the contractual rights to the cash flows from the financial
asset expire, or when the financial asset and substantially all the risks and rewards are transferred.
A financial liability (or part of it) is derecognized from the Statement of Financial Position, when and
only when the contractual liability is extinguished, discharged, cancelled or expired. The balance
between the carrying amount of a financial liability (or part of it) that is derecognised and the
consideration paid, including any non-cash assets transferred or liabilities assumed, shall be
recognised in profit or loss.
A financial liability (or part of it) is settled when the debtor:
(a) discharges the liability (or part of it) by settling the creditor, usually in cash, other financial assets,
goods or services; or
(b) is legally discharged from primary responsibility for the (or part of it) either through legal
proceedings or by the creditor.
In the case of derecognition (settlement) of a financial liability in exchange for a transfer of a non-
cash asset (non-cash consideration), the balance between the carrying amount of the liability and the
fair value of the non-cash asset transferred is rec
ognised in profit or loss, in particular in “Other
financial income/expenses”. At the same time, at the date of derecognition, the balance
between the
carrying amount of the non-cash asset transferred and its fair value at that date is recognised as a gain
or loss on disposal in operating profit or loss. See also Note 8.1 to the accompanying financial
statements for details.
The gain or loss on reclassification of financial reporting is disclosed in the Statement of Profit and
Loss under Other Financial Results. In the case of disposal of an investment in a subsidiary through
an exchange, the gain or loss on disposal of the investment is recognised in
“
Income / Loss on
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 64
investments
”
in the separate financial statements and in
“
Income from discontinued operations
”
in
the consolidated financial statements.
4.2.2
Classification and measurement of financial liabilities
Financial assets are initially measured at fair value adjusting for transaction costs except for financial
assets measured at fair value through profit and loss.
Financial assets, other than those designated and effective as hedging instruments, are classified
into the following categories:
a)
Amortized cost
b)
Fair value through profit and loss, and
c)
Fair value through other comprehensive income
The classification is determined by both the entity’s business model for managing the financial asset
and the contractual cash flow characteristics of the financial asset.
All income and expenses relating to financial assets that are recognized in profit or loss are presented
within the items “Other financial results”, “Financial expenses” and “Financial income”, except for
impairment of trade receivables which is presented within operating expenses.
4.2.3
Subsequent measurement of financial assets
Financial asset is subsequently measured at fair value through profit and loss, amortized cost or fair
value through other comprehensive income. The classification is based on both criteria:
i.
the entity ‘s business model for managing the financial asset, meaning, whether the objective is
to hold for the purpose of collecting contractual cash flows or collecting contractual cash flows
as well as the sale of financial assets, and,
ii.
whether the contractual cash flows of the financial asset consist exclusively of capital
repayments and interest on the outstanding balance (“SPPI” criterion).
The measurement category at amortized cost includes non-derivative financial assets like loans and
receivables with fixed or determinable payments that are not tradeable in an active market. After
initial recognition these are measured at amortized cost using the effective interest method.
Discounting is omitted where the effect of discounting is immaterial.
For financial assets measured at fair value through other comprehensive income, changes of fair value
are recognized in the Statement of Comprehensive Income and reclassified in Income Statement upon
derecognition of the financial instruments.
For financial assets measured at fair value through profit and loss are measured at their fair value and
changes of fair value recognized in gains or losses of Income Statement. The fair value of these
instruments is determined by reference to active market transactions or using a valuation technique
where no active market exists.
4.2.4
Classification and measurement of financial liabilities
The Group’s financial liabilities include mainly bank loans. Borrowings are initially measured at cost,
which is the fair value of the exchange received minus the cost of issuance. They are then measured
at amortized cost under the effective rate method. Loans are classified as short term liabilities unless
the Group maintains the absolute right to transfer the settlement of liabilities for at least 12 months
after the Financial Statements reporting date.
Financial liabilities may be classified upon initial recognition at FVTPL, if the following criteria are
met.
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 65
(a)
The Classification reverses or reduces significantly the accounting mismatch effects that would
emerge if the liability had been measured at amortized cost.
(b)
These liabilities belong to a group of liabilities, being managed or evaluated with respect to their
performance, based on fair value, according to the Group’s financial risks management
strategies.
(c)
A financial liability contains an embedded derivative, classified and measured separately.
4.2.5
Fair Value Measurement Methods
The fair values of financial assets and liabilities that are traded in active markets are determined by
the current bid prices without subtracting the transaction costs. As for non-traded financial assets and
liabilities, the fair values are determined by the application of valuation techniques such as an analysis
of recent transactions, comparable assets that are traded, derivative valuation models and discounted
cash flows.
In some cases, the valuations derived from the generally accepted methods for valuation of securities
are adjusted to reflect factors which are taken into consideration by the market in order to value a
security, such as business risk and marketability risk.
The method used to determine fair value for financial instruments that are valued using valuation
models is described below. These models include the Group's assessment of the assumptions an
investor would use in performing a fair value valuation and are selected based on the specific
characteristics of each investment.
The Company, in accordance with the requirements of IFRS 9 at the end of each reporting period of
the financial statements performs the calculations required in relation to the determination of the fair
value of its financial instruments. Investments in listed shares in domestic and foreign stock
exchanges are valued based on the quoted market prices for these shares. Investments in non-listed
shares are valued based on generally accepted valuation models which sometimes incorporate data
based on observable market inputs and sometimes are based on unobservable data.
4.2.6
Offsetting
Financial assets and liabilities are offset and the net amount is presented in the statement of Financial
Position only when the Group has a legally enforceable right and intends to settle both the asset and
liability simultaneously on a net basis amount.
Income and expenses are offset only if such an act is permitted by the standards or when they refer
to gains or losses that arose from a group of similar transactions such as trading portfolio transactions.
4.3
Impairment of assets
The Group and the Company recognize impairment provisions for expected credit losses of all
financial assets except for those measured at fair value through profit and loss.
The purpose of IFRS 9 ‘s impairment requirements is to recognize expected credit losses over the
financial asset ‘s lifetime, whose credit risk has raised after initial recognition, regardless if the
assessment is at a collective or standalone level, using all information which can be collected, based
on both historical and current data as well, but also data in respect of reasonable and supportable
forecasts.
In applying the above mentioned approach a distinction is made between:
o
financial instruments that have not deteriorated significantly in credit quality since initial
recognition or that have low credit risk (Stage 1),
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 66
o
financial instruments that have deteriorated significantly in credit quality since initial
recognition and whose credit risk is not low (Stage 2), and
o
financial instruments that have objective evidence of impairment at the reporting date (Stage
3).
For financial instruments of Stage 1 are recognized as credit losses for the next twelve months period,
while for financial assets of Stage 2 or Stage 3 are recognized as credit losses over their lifetime.
Expected credit losses are defined as the difference between all the contractual cash flows that are
due to and the cash flows that are actually expected to be received by the Group or the Company.
This difference is discounted at the original effective interest rate of financial asset.
The Group applies the simplified approach of this Standard for assets instruments from contracts,
trade receivables and leases receivables by calculating the expected credit losses over the lifetime of
abovementioned instruments. In this case, the expected credit losses reflect the expected shortfalls in
contractual cash flows, considering the potential for default at any point during the life of the financial
instrument. In calculating the expected credit losses, the Group uses a provision matrix in which the
above mentioned financial instruments have been grouped in regard of balances’ nature and ageing
and by taking into account available historical data in respect of the debtors, adjusted with future
factors related to debtors and financial environment.
4.4
Investment property
Investment property relates to investments in properties which are held (either through acquisitions
or through leasing) by the Group, either to generate rent from its lease or for the increase in its value
(increased capital) or for both purposes and are not held: a) to be used for production or distribution
of raw materials / services or for administrative purposes; and b) for the sale as part of the company’s
ordinary activities.
Investment property is initially valued at purchase cost including transaction expenses. Subsequently,
it is measured at fair value. Independent appraisers with adequate experience in the location and in
the nature of investment properties measure the fair value.
The book value recognized in the Group’s Financial Statements reflects the market conditions on the
date of the reporting date of the Statement Financial Position. Every profit or loss derived from the
fair value revaluations of the investment is recognized in the Income Statement for the period in
which it has been recognized (for the result recognized in the Income Statement for the presented
period please refer to Note 14).
Property transfers from investment property to fixed assets take place only when there is a change in
the use of the said property which is proven by the Group
’s own use of the property or by the Group’s
commencement to develop this property for sale.
An investment property is derecognized (eliminated from the Statement of Financial Position) when
it is sold, or it is permanently retired and when the investment is not expected to generate future
economic benefits from its sale. The profits or losses from the retirement or sale of investment
properties are derived from the difference of the net proceeds from the sale and the book value of the
asset and are recognized in the Income Statement for the period in which the asset was sold or
withdrawn.
4.5
Cash and cash equivalent
Cash and cash equivalents include cash in hand, sight deposits and term deposits. In the comparative
period, they also included
separately the Group’s and the Company’s blocked deposits.
For purposes
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 67
of preparing the consolidated Statement of Cash Flows, cash and cash equivalents consist of cash in
hand and bank deposits.
4.6
Non-current assets classified as held for sale and discontinued operations
The Group classifies a long-term asset or a group of long-term assets and liabilities as those held for
sale if their carrying amount is to be recovered principally through a sale transaction rather than
through continuing use.
The basic requirements in order to classify a long-term asset or group of assets as held for sale is that
the asset (or group of assets) must be available for sale in its present condition while the sale should
be subject only to terms that are usual and customary for sales of such assets and must also be highly
probable.
In order for a sale to be considered extremely possible, the following conditions should be applied:
•
management must be committed in relation to a plan to sell the asset or the group of assets,
•
a process to identify a buyer and complete the transaction has to be initiated,
•
the asset or group of assets under disposal must be offered for sale at a price that is reasonable
compared to the concurrent market value of such assets,
•
the sale must be expected to be completed within one year from the date of classification of the
asset or group of assets as assets held for sale, except for specific exceptions, and
•
the actions required to complete the plan should indicate that it is unlikely that significant
changes to the plan will be made or that the plan will be withdrawn.
Immediately before the initial classification of the asset (or group of assets and liabilities) as held for
sale, the carrying amount of the asset (or group of assets and liabilities) will be measured in
accordance with applicable IFRS.
Long-term assets (or group of assets and liabilities) classified as held for sale are measured (after the
initial classification as mentioned above) at the lower of their carrying amounts and fair values less
costs to sell and the impairment losses are recorded in the Income Statement. Any increase in fair
value under a subsequent valuation is recorded in the Income Statement but not for an amount
exceeding the cumulative impairment loss that had been initially recognized.
Starting from the date a long-term asset (or group of assets and liabilities) is classified as held for
sale, depreciation is not recognized on such a long-term asset.
4.7
Share Capital and Treasury Shares
The share capital is defined according to the nominal value of the shares issued by the Company. A
share capital increase by cash payment includes every share premium at the initial share capital
issuance.
(a) Share capital increase expenses
Expenses directly related to a share capital increase are shown subtracted from equity after deducting
tax.
(b) Dividends
Shareholders dividends are recognized as a liability within the financial year approved by the General
Meeting of the Company’s Shareholders.
(c) Treasury shares
The Company’s shares owned by it or its subsidiaries are recognized at acquisition cost, are included
in the “Treasury Shares” account and are subtracted from the Company’s equity until they are
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 68
cancelled, reissued or resold. Treasury share acquisition cost includes transaction expenditures, after
excluding the corresponding income tax. The Company’s treasury shares do not reduce the number
of outstanding shares; they do, nevertheless, affect the number of shares included in the earnings per
share calculation. The Company’s treasury shares are not entitled to a dividend. The difference
between the acquisition cost and the final price from reselling (or reissuing) the treasury shares is
recognized in equity and is not included in the net result for the financial year. On 31/12/2023, the
Group did not hold any treasury shares.
4.8
Provisions, Contingent Assets and Liabilities
Provisions are recognized when the Group has present legal or imputed liabilities as a result of past
events; their settlement is possible through resources’ outflow and the exact liability amount can be
reliably estimated. The provisions are reviewed on the date of the Financial Statements and are
adjusted accordingly to reflect the present value of the expense expected for the settlement of the
liability. Restructuring provisions are identified only if there is a detailed restructuring plan and if
Managem
ent has informed the affected parties on the plan’s key points. When the effect of the time
value of money is significant, the provision is calculated as the present value of the expenses expected
to be incurred in order to settle this liability.
If it is no longer probable that an outflow will be required in order to settle a liability for which a
provision has been formed, then it is reversed.
In cases where the outflow due to current commitments is considered improbable or the provision
amount cannot be reliably estimated, no liability is recognized in the financial statements.
Contingent liabilities are not recognized in the financial statements but are disclosed except if the
probability of an outflow, which encompasses economic benefits, is scarce. Possible inflows from
economic benefits for the Group which do not meet the criteria of an asset are considered a contingent
asset and are disclosed when the inflow of the economic benefits is probable.
4.9
Revenues-Expenses Recognition
For the recognition and measurement of revenues from contracts with customers, a new model is
followed which includes a 5-step process.
1.
Identifying the contract with a customer.
2.
Identifying the performance obligations.
3.
Identifying the transaction price.
4.
Allocating the transaction price to the performance obligations.
5.
Recognizing revenue when/as performance obligation(s) are satisfied.
Transaction price is the amount of consideration to which the Group expects to be entitled in exchange
for transferring promised goods or services to a customer, excluding amounts collected on behalf of
third parties (value added tax, other taxes on sales). If the amount of consideration is variable, then
the Group estimates the amount of consideration which will be entitled for transferring promised
goods or services with the method of expected value or the method of most probable amount.
Transaction price, usually, is allocated to each performance obligations on the base of relevant stand-
alone selling prices of promised contract, distinct good or service.
Revenues are recognized when the performance obligations are satisfied, either at a point in time
(usually for obligations relevant to transfer of goods at a client) or over time (usually for obligations
relevant to transfer of services to a client).
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 69
The Group recognizes a contractual obligation for amounts received from clients (prepayments) in
respect of performance obligations which have not been fulfilled, as well when it retains right on an
amount of consideration which is unreserved (deferred inc
ome) before the execution of contract ‘s
performance obligations and the transfer of goods or services. The contractual obligation is
derecognized when the performance obligations have been executed and the revenue has been
recognized in Income Statement.
The Group recognizes trade receivable when exists an unconditional right to receive an amount of
consideration for executed performance obligations of the contract to the client. Respectively the
Group recognizes an asset from contracts when it has satisfied the performance obligations, before
client ‘s payment or before become due the payment, for example when the goods or the services are
transferred to the client before the Group ‘s right to issue the invoice.
Revenue is recognized as follows:
•
Income from rentals:
Revenue from operating leases of the Group’s investment properties is
recognized gradually during the lease.
•
Interest and Dividend income
: Interest income is recognized using the effective rate method
which is the rate which is accurately discounts estimated future cash flows to be collected or paid
in cash during the estimated life cycle of the financial asset or liability, or when required for a
shorter period of time, with its net book value.
Dividends are recognized as income upon establishing their collection right.
•
Income from charters of vessels (discontinued operations):
Income from charters of vessels
is recognized when the passenger makes the voyage.
Revenues from government grants from barren lines itineraries are recognized during the period
they occur and included in Sales.
•
Revenue from chartering (discontinued operations):
Revenues from chartering are recognized
on an accrual basis, as stated in the charter agreement.
•
Income from sales of services on board of ships (discontinued operations):
Group offer its
services either directly to the customer or through contractors issuing upon completion the
invoice or services rendered invoice. Revenue is recognized based on services rendered (accrual
basis income).
•
Expenses:
Expenses are recognized in profit or loss in the period on an accrual basis. Payments
made under operating leases are transferred to the Income Statement as an expense at the time of
use of the leased asset.
The interest expenses are recognized on an accrual basis.
4.10
Profit or loss from discontinued operations
A discontinued operation is a component of the Group that is either disposed of or classified as held
for sale and
•
represents a separate major line of business or geographical area of operations,
•
is part of a unified, coordinated disposure plan for a large part of business or geographical area
of operations or
•
is a subsidiary acquired exclusively with a view to be resold.
Profit or loss from discontinued operations, including profit or loss of the comparative period are
presented as a separate line in the Income Statement. This amount constitutes the after tax results of
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 70
discontinued operations and after-tax profit or loss resulting from the valuation and disposal of the
assets classified as held for sale (please refer to Note 8).
The disclosures of discontinued operations of the comparative period include disclosures for earlier
periods presented in Financial Statements so that the disclosures relate to all the operations that have
been discontinued until the last date of the latest period presented. In cases where operations,
previously classified as discontinued operations, are now continuing operations, disclosures of the
prior periods are adjusted accordingly.
4.11
Earnings per share
Basic earnings per share (Basic EPS) are calculated by dividing the profit after tax that is attributable
to the shareholders of the parent company with the weighted average number of ordinary shares
outstanding during the period, excluding the average number of ordinary shares acquired as treasury
shares.
Diluted earnings per share are calculated by dividing the profit after tax that is attributable to the
shareholders of the parent company (after adjusting for the post tax interest expense of the convertible
securities) with the weighted average number of ordinary shares during the period (adjusted for
diluted shares).
The weighted average number of ordinary shares outstanding during the accounting period as well as
during all presented accounting periods is adjusted in relation to the events that have altered the
number of outstanding ordinary shares without the corresponding alteration of the resources.
4.12
Leases
The Group as a lessee
For every new contract signed, the Group assesses whether the contract constitute, or involves, a
lease. A lease constitutes or involves a lease if the contract grants the right-of-use of an identified
asset for a period against a fixed consideration. In this context, the Group assesses whether:
•
the contract grants the right-of-use of an identified asset, which is either expressly specified
in the contract or indirectly if expressly specified at the time the item becomes available for
use by the Group,
•
the Group has the right to substantially receive all financial benefits from the use of the
identified, and
•
the Group has the right to direct the use of the identified asset.
Leases are recognized in the Statement of Financial Position as a right-of-use asset and a lease liability
at the date the leased asset becomes available for use.
The rights-of-use assets are initially measured at cost less accumulated depreciation and any
impairment. The cost, at initial recognition, includes the amount of initial measurement of the lease
liability, initial costs directly attributable to the lease, costs of rehabilitation and the lease payments
made on or prior to the effective date, reduced by the amount of discounts or other incentives.
Subsequent to initial recognition, the rights-of-use assets are amortized at the straight-line basis over
the shorter period between the asset's useful life and its lease term and is subject to impairment test
if relative indications are identified.
Lease liabilities are initially recognized at amount equal to the current value of the leases over the
entire term of the lease and include conventional fixed lease payments, variable payments that depend
on an index and amounts related to residual payments that are expected to be paid. They also include
the exercise price of the purchase option, as well as amounts of penalties for terminating the lease if
the lessor is reasonably certain to exercise that option. The interest rate implicit in the lease is used
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 71
to calculate the present value of the lease, or in the event that this is not specified in the contract, the
incremental borrowing rate. This interest rate represents the cost that the lessee should pay to borrow
the capital needed to acquire an asset with similar characteristics, and conditions with the leased asset
in a similar economic environment.
After initial recognition, the amount of the lease liabilities is increased by their financial cost and
decreased by the lease payments. In the event, there is a change in the lease payments due to a change
in an index, in measuring the residual value or in evaluating an exercise price of the purchase option,
extending or terminating the lease, then the amount of the liability is reassessed.
The Group has chosen to make use of the facilitation practices provided for in IFRS 16 for short-term
leases (leases with a maturity less than 12 months) and for low-value leases. Lease payments for these
leases are recognized as expenses in the consolidated Income Statement using the fixed method.
In the Statement of Financial Position the right-of-
use assets are presented in “Fixed Assets”, while
the lease liabilities are presented separately.
The Group as a lessor
The Group's leases as a lessor are classified as operating or finance. A lease is classified as financial
if it transfers substantially all the risks and benefits related to the ownership of the identified asset.
On the contrary, a lease is classified as operating if it does not transfer substantially all the risks and
benefits related to the ownership of the asset.
Lease income from operating leases is recognized under the terms of the fixed method lease. Initially,
direct costs burdening the Group in the negotiation and agreement of an operating lease are added to
the book value of the leased asset and are recognized throughout the lease term as lease income.
Assets under finance lease are derecognized and the Group recognizes a receivable equal to the net
investment in the lease. Lease receivables are discounted by the realized interest rate method and the
book value is adjusted accordingly. Leases collected are increased on the basis of interest on the
receivables and are decreased by the lease collections.
5
OTHER INFORMATION ABOUT ACCOUNTING POLICIES
5.1
Tangible Fixed Assets
Tangible fixed assets are recognized in the Financial Statements at cost, less accumulated depreciation
and any potential impairment losses. The acquisition cost includes all direct costs stemming from the
acquisition of the assets.
The cost of repair and maintenance works is recognized in the Income Statement when they are carried
out.
The depreciation of tangible fixed assets (excluding land, which is not depreciated) is calculated
based on the straight-line method over their estimated useful life as follows:
Tangible assets
Useful life (in years)
Building facilities
6
Vehicles
9
Other equipment
5-17
The residual value and the useful life of each asset are re-assessed at the end of every financial year.
When the book values of the tangible fixed assets are higher than their recoverable value, then the
difference (impairment) is recognized directly as an expense in the Income Statement. Upon sale of
tangible assets, the differences between the sale price and their book value are recognized as profits
or losses in the Income Statement.
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 72
5.2
Intangible Assets
Intangible assets include mainly software programs and licenses. Intangible assets are initially
recognized at cost. Following initial recognition, the intangible assets are measured at cost less
accumulated amortization and any impairment loss. Amortizations are recorded based on the straight-
line method during the useful life of the said assets, which is 5 years.
The maintenance of software programs is recognized as an expense when the expense is realized. On
the contrary, the costs incurred for improving or prolonging the return of software programs beyond
their initial technical specifications, or respectively the costs incurred for the modification of the
software, are incorporated in the acquisition cost of the intangible asset, only if they can be measured
reliably.
5.3
Employee benefits
Short-term Benefits:
Short-term benefits to personnel (except for termination of employment
benefits) in cash and in kind are recognized as an expense when considered accrued. Any unpaid
amount is recognized as a liability, whereas in case the amount already paid exceeds the b
enefits’
amount, the entity identifies the excess as an asset (prepaid expense) only to the extent that the
prepayment shall lead to a future payments’ reduction or refund.
Retirement Benefits:
Benefits following termination of employment include lump-sum severance
grants, pensions and other benefits paid to employees after termination of employment in exchange
for their service. The Group’s liabilities for retirement benefits cover both defined
contribution plans
and defined benefit plans.
The defined contribution plan’s accrued cost is recognized as an expense in the financial year where
it relates. Pension plans adopted by the Group are partly financed through payments to insurance
companies or state social security funds.
(a) Defined Contribution Plan
Defined contribution plans pertain to contribution payment to Social Security Organizations and
therefore, the Group does not have any legal obligation in case the Fund is incapable of paying a
pension to the insured person. The employer’s obligation is limited to paying the employer’s
contributions to the Funds. The payable contribution by the Group in a defined contribution plan is
identified as a liability after the deduction of the paid contribution, while accrued contributions are
recognized as an expense in the Income Statement.
(b) Defined Benefit Plan (non-funded)
Under Laws 2112/20 and 4093/2012, the Company must pay compensation upon retirement or
termination to its employees. The amount of compensation paid depends on the years of service, the
level of wages and the way of leaving service (dismissal or retirement). The entitlement to participate
in these plans is usually based on years of service of the employee until retirement.
The liability recognized in the Statement of financial Position for defined benefit plans is the present
value of the liability for the defined benefit less the plan assets’ fair value (reserve from payments to
an insurance company), the changes deriving from any actuarial profit or loss and the service cost.
The defined benefit commitment is calculated on an annual basis by an independent actuary through
the use of the projected unit credit method. Regarding the prepayment for 2023, the selected rate
follows the tendency of iBoxx AA Corporate Overall 10+ EUR indices, which is regarded as
consistent with the provisions of IAS 19, i.e. is based on bonds corresponding to the currency and the
estimated term relative to employee benefits as well as appropriate for long-term provisions.
A defined benefit plan establishes, based on various parameters, such as age, years of service and
salary, the specific obligations for payable benefits. Provisions for the period are included in the
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 73
relative staff costs in the accompanying separate and consolidated Income Statements and comprise
of the current and past service cost, the relative financial cost, the actuarial gains or losses and any
possible additional charges. Regarding unrecognized actuarial gains or losses, the revised IAS 19 is
applied, which includes a number of changes to accounting for defined benefit plans, including:
•
recognition of actuarial gains/losses in other comprehensive income and their permanent
exclusion from the Income Statement,
•
non-recognition of the expected returns on the plan investment in the Income Statement but
recognition of the relative interest on net liability/(asset) of the benefits calculated based on the
discount rate used to measure the defined benefit obligation,
•
recognition of past service cost in the Income Statement at the earliest between the plan
modification date or when the relative restructuring or terminal provision are recognized,
•
other changes include new disclosures, such as quantitative sensitivity analysis.
5.4
Income tax and deferred tax
The income tax charge includes current taxes, deferred tax and the differences of preceding financial
years’ tax audits.
Current income tax
Current tax is calculated based on the tax statements of Financial Position from each one of the
companies included in the consolidated Financial Statements, according to the tax laws applicable in
Greece or other tax regulations applicable for foreign subsidiaries. The income tax expense includes
income tax based on each company’s profits as presented on their tax declarations and provisions for
additional taxes and is calculated based on the dully or in principal constituted tax rates.
Deferred income tax
Deferred taxes are the taxes or the tax reliefs from the financial encumbrances or benefits of the
financial year in question, which have been allocated or shall be allocated to different financial years
by the tax authorities. Deferred income tax is determined under the liability method deriving from the
temporary differences between the book value and tax base of assets and liabilities. There is no
deferred income tax if it derives from the initial recognition of an asset or liability at a transaction,
other than at a business combination, and the recognition did not affect either the accounting or the
tax profit or loss.
Deferred tax assets and liabilities are measured in accordance with the tax rates in effect in the
financial year during which an asset or a liability shall be settled, taking into account the tax rates
(and tax regulations) which have been or are effectively in force until the Statement of Financial
Position reporting date. In case where it is not possible to clearly determine the time needed to reverse
the temporary differences, the tax rate applied is the one in force in the day after the Statement of
Financial Position reporting date.
Deferred tax assets are recognized when there is taxable income and a temporary difference which
creates a deferred tax asset. Deferred tax assets are re-examined on each reporting date and are
decreased to the extent where there won’t be sufficient taxabl
e income to allow the utilization of the
benefit as a whole or in part of the deferred tax asset.
Deferred income tax is recognized for the temporary differences derived from investments in
subsidiaries and associates, except in the case whereby the temporary differences reversal is
controlled by the Group and is probable that the temporary differences will not be reversed in the
foreseeable future.
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 74
Most changes in the deferred tax assets and liabilities are recognized as part of the tax expenses in
the Income Statement for the financial year. Only those changes in assets and liabilities which affect
the temporary differences are recognized directly i
n the Group’s equity resulting in the relative
change in deferred tax assets or liabilities to be recognized in equity.
5.5
Operating segments
The Company’s BoD
is the main corporate body responsible for business decision-making. The BoD
reviews all of the internal financial reports in order to assess the Company’s and Group’s performance
and take decisions on the allocation of resources. The Management has set the operating segments
based on the said internal reports. The BoD uses different criteria in order to assess the Group’s
activities which vary according to the nature of each segment, taking into consideration the risks
involved and their cash requirements.
MIG’s operating segments are defined as the segments in which the Group operates and on which the
Group’s management information systems are based.
For the segmentation, the following have been taken into consideration:
•
the nature of the services;
•
the regulatory framework; and
•
the potential risks involved.
Following the application of IFRS 8 and based on the Management’s approach have been identified
the following operating segments. The operating segments of the Group and the main consolidated
companies (subsidiaries and associates) are presented below:
•
Financial Services
(MIG, MIG AVIATION HOLDINGS, MIG LEISURE, TOWER
TECHNOLOGY, ATHENIAN INVESTMENTS),
•
Real Estate
(RKB),
•
Other
[MIG MEDIA (under liquidation)].
5.6
Conversion into Foreign Currency
The consolidated Financial Statements are presented in Euro, which is the functional currency and
the Group’s reporting currency.
Foreign currency transactions are converted into the functional currency by using the exchange rates
applicable on the date when the said transactions were performed. The monetary assets and liabilities
which are denominated in foreign currency are converted into the Group’s functional currency on the
Statement of Financial Position reporting date using the prevailing exchange rate on that day. Any
gains or losses due to translation differences that result from the settlement of such transactions during
the period, as well as from the conversion of monetary assets denominated in foreign currency based
on the prevailing exchange rates on the Statement of Financial Position reporting date, are recognized
in the Income Statement.
6
SIGNIFICANT ACCOUNTING ESTIMATES AND MANAGEMENT ASSESSMENTS
The preparation of the Financial Statements in accordance with the International Financial Reporting
Standards (IFRS) requires the Management to make judgments, estimates and assumptions which
affect assets and liabilities, contingent receivables and liabilities disclosures as well as revenues and
expenses during the periods presented.
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 75
In particular, amounts included in or affecting the financial statements, as well as the related
disclosures, are estimated through making assumptions about values or conditions that cannot be
known with certainty at the time of preparation of the financial statements and therefore actual results
may differ from what has been estimated. An accounting estimate is considered significant when it is
material to the financial position and income statement of the Group and requires the most difficult,
subjective or complex judgments of the management. Estimates and judgments of the Management
are based on past experience and other factors, including expectations for future events that are
deemed to be reasonable in the circumstances, and are constantly reassessed on the basis of all
available information. The Group assesses such estimates on an ongoing basis, based on historical
results and experience, holding meetings with experts, trends and other methods that are considered
reasonable in the circumstances, as well as projections regarding their potential change in the future.
(1) Useful Life of Depreciated Assets
The Management examines the useful life of depreciated assets every financial year. On 31/12/2023,
the Management estimates that the useful lives represent the anticipated remaining useful life of the
assets.
(2) Estimate of Fair Value of Financial Instruments
The calculation of the fair value of financial assets and liabilities for which there are no public market
prices, requires the use of specific valuation techniques. The measurement of their fair value requires
different types of estimates. The most important estimates include the assessment of different risks
to which the instrument is exposed to such as business risk, liquidity risk etc., and the assessment of
the future profitability prospects in the case of equity securities valuation.
(3) Measurement of expected credit losses
Impairment of financial assets is based on assumptions regarding default risk and percentages of
expected credit losses. In particular, the Group's Management applies judgments under selecting such
assumptions, as well as under selecting the inflows for the purposes of calculating impairment, based
on the historical data, the current market conditions and the projections for the future financial sizes
at the end of the reporting period.
Regarding contractual assets, trade receivables and leases, the simplified approach of IFRS 9 is
applied, calculating the expected credit losses over the life of those items using a table of projections.
This table is based on historical data but is adjusted in such a way that it should reflect the projections
for the future economic environment. The correlation between the historical data, the future financial
conditions and the expected credit needs making significant estimates. The amount of expected credit
losses depends to a large extent on changes in the circumstances and the projections of the future
financial conditions. Moreover, historical data and projections for the future may not lead to
conclusions indicative of the actual amount of default on customer liabilities in the future (further
information is provided in Notes 4.3 and 16).
(4) Fair Value Measurement of investment property
Estimates relating to fair value measurement of investment property are determined based on
appraisal reports carried out by independent real estate appraisal firm, which assess the fair value of
investment property according to international accepted appraisal methods. The most appropriate
indication of fair value is the existing current values in an active market for relevant rental and other
agreements. In case that the abovementioned information is not available, the value is determined
through a range of reasonable estimates of fair values. In most cases, Discounted Cash Flows was
assessed as the most appropriate valuation method, since the real estate properties are held by the
Group for investment purposes and they are already leased or planned to be leased. Discounted cash
flows models are based on reliable estimates of future cash flows, which derive from the lease terms
of existing rentals and (where possible) from external data, such as current rentals for similar
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 76
properties in the same location and condition, using discount rates which depict the current market
estimate regarding the uncertainty of the amount and timing of these cash flows. The application of
discounted cash flow models, involves the use of assumptions to estimate fair value, which are relate
to: receipt of contractual rentals, expected future market rentals, vacancy periods, maintenance
expenses and appropriate discount rates. Further information regarding the key assumptions is
included in Note 40.2.
(5) Contingent Assets and Liabilities
The Group is involved in court claims and compensations during its ordinary activities. The
Management judges that any settlement would not significantly influence the Group’s financial
position on 31/12/2023. The Management assesses the outcome of pending legal cases, according to
information received from the Legal Department and collaborating legal offices. Such information
arises from the recent developments in the legal cases they handle. In case of a probable outflow from
company’s resources for the s
ettlement of liability and the amount can be estimated reliably, the
Management will make the necessary provisions. Defining the amount necessary to settle the liability
is based on the Management's estimates and a number of factors that require judgment. Changes in
judgments or estimates are likely to result in an increase or decrease in the Group's liabilities in the
future. When additional information becomes available, the Group's Management reviews the events,
based on which it might have to review its estimates (see Note 39.3).
7
BUSINESS
COMBINATIONS
AND
ACQUISITIONS
OF
NON-CONTROLLING
INTERESTS
7.1
Change in non-controlling interests within the annual period ended as of 31/12/2022
On 12/05/2023, the Company completed the transaction with STRIX Holdings L.P. to exchange its
direct and indirect shareholdings (through MIG SHIPPING) in ATTICA (79.383%) for all of the
Company's bond loans in full and complete repayment of the Company's borrowings (see Note 8.1 for
details).
7.2
Other changes within the annual period ended as of 31/12/2023
Within the first quarter of 2023 the transfer of the stake of RKB from the wholly owned subsidiary
MIG REAL ESTATE SERBIA to MIG was completed, and as a result MIG owns directly the 100%
of RKB.
On 15/05/2023, the liquidation of 100% subsidiary TOWER TECHNOLOGY HOLDINGS
(OVERSEAS) LTD was completed and from the outcome of the liquidation an amount of
€
2k was
returned to MIG.
Within 2023, MIG capitalized part of the receivable from the wholly owned subsidiary RKB for a
gross amount of €
150,000k.
In 2023, MIG increased share capital through cash payment in the subsidiary companies MIG
LEISURE by €
15k, MIG REAL ESTATE SERBIA by €
54k and MIG AVIATION HOLDINGS by
€
15k.
On 22/12/2023 the liquidation process of the wholly owned subsidiary MIG REAL ESTATE SERBIA
was completed.
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 77
8
DISPOSAL GROUPS HELD FOR SALE AND DISCONTINUED OPERATIONS
8.1
Signing the agreement on sale of the participation in ATTICA
On 13/12/2022, the Company announced that it has received a proposal from the company STRIX
Holdings L.P.
(“STRIX”), bondholder –
owner of the entirety of the bonds a) of the common bond
loan issued by the Company on 14/05/2021, with an outstanding balance as at 31/12/2022 of € 282.9
m, and b) the convertible bond loan issued by the Company on 31/07/2017, with an outstanding
balance as at 31/12/2022 of € 160.8 m, for the exchange of the entirety of the bonds owned by STRIX
and issued by the Company, for the Company’s total direct and indirect shareholding in ATTICA, i.e.
22,241,173 shares representing 10.31% in
ATTICA’s share capital, directly owned by the Company,
and the entirety of the shares of the Company’s wholly owned subsidiary MIG SHIPPING, which
owns 149,072,510 shares representing 69.07% in ATTICA’s share capital. The terms of the proposal
included a confirmatory legal and financial due diligence in MIG SHIPPING, the approval of any
competent competition authority, as required by law, and the granting of an exclusivity period until
30/06/2023. The Board of Directors at its meeting held on 13/12/2022 accepted the aforementioned
proposal and decided to appoint forthwith a financial advisor that will examine the fairness of the
financial terms of the transaction. Any definite agreement will be submitted for approval to the
General Meeting of the Company’s
Shareholders.
On 23/02/2023, the Hellenic Competition Commission granted its approval to STRIX Holdings L.P.
for the notified concentration, since it was established that it does not cast significant doubts, as to
its compatibility with the requirements of the competition regulation in the separate markets it
concerns.
The Post-Adjournment (as of 13/02/2023) Repetitive Extraordinary General Meeting of the
Company's Shareholders held on of 03/03/2023, approved the above transaction among other things
according to article 23 of Law 4706/2020. On 06/03/2023, the Company announced that following
the decision made at its Shareholders General Meeting on 05/03/2023 it received a request from the
shareholder PIRAEUS BANK, urging to consider the potential for postponing preparation of the
transfer until the approval of the Hellenic Competition Commission requested by PIRAEUS BANK
on acquisition of control over the Company. Once the approval has been issued, PIRAEUS BANK
will acquire the control and the procedures effective under article 99 of Law 4548/2018 can be legally
terminated
. On 05/03/2023, the Company’s Board of Directors decided to accept PIRAEUS BANK’s
request.
Following the acquisition of control by PIRAEUS BANK and the approval of the Hellenic
Competition Commission, the Company applied the approval procedure of articles 99-101 of Law
4548/2018 after the completion of which
ο
n 12/05/2023 the exchange of the total participation in
ATTICA (79.383%) with all of the Company's bond loans was completed towards full and complete
repayment of the Company's borrowings of nominal value €
443.8 m, the transaction that constituted
related parties transaction within the meaning of IAS 24.
The book value of ATTICA group and MIG SHIPPING net assets on the date of the disposal
finalization are presented below as follows:
Amounts in € '000
Book values as of
the date of sale
Tangible assets
697,052
Goodwill
30,130
Intangible assets
33,066
Other non-current assets
25,234
Current assets
173,961
Cash and cash equivalents
62,699
Total assets
1,022,142
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 78
Amounts in € '000
Book values as of
the date of sale
Non-current liabilities
461,475
Current liabilities
170,630
Total liabilities
632,105
Total equity
390,037
Less: Non-controlling interests
76,423
Equity attributable to
ο
wners of the parent
313,614
The total profit from the above
transaction, as analyzed in the table below, amounts to € 132,189k in
the consolidated financial statements and is broken down into an amount of € 116,011k that concerns
the profit from the disposal and an amount of € 16,178k that concerns the profit from
derecognition
of bond loans (see Note 4.2.1).
Amounts in € '000
Result from the sale
Fair value of investments minus relevant expenses incurred
429,625
Less: Book value of ATTICA-MIG SHIPPING
313,614
Gains from the sale
116,011
Loans book value at the exchange date
446,175
Less: Fair value of investments
429,997
Gain from the derecognition of loans
16,178
Total gain recognised from the transaction
132,189
For the above calculation purposes, the fair value of the investments was determined based on
ATTICA stock exchange price as of 12/05/2023. The amount of
€
16,178k was recognized in the
Other Financial Results of the Group, while the amount of
€
116,011k was recognized in the results
from discontinued operations as profit from the disposal.
Total gain from the transaction in the Separate Financial Statements is analyzed in Note 12.
On 31/12/2023, the Group did not consolidate the items of the Statement of Financial Position of
ATTICA group and MIG SHIPPING, while it included in the consolidated Statement of Profit and
Loss in the results from discontinued operations the operating results of the above subsidiaries up to
the date of their disposal, i.e. losses amounting to € (7.5) m, profit from the disposal of € 116.0 m
and loss of € (9.2) m from reclassification of other total expenses related to discontinued operations
(see Note 8.3).
8.2
Discontinued operations within the comparative reporting period (01/01-31/12/2022)
The discontinued operations of the comparative period include:
•
the results of ATTICA group for the period 01/01-31/12/2022 (due to its sale on 12/05/2023),
and
•
the results of MIG SHIPPING for the period 01/01-31/12/2022 (due to its sale on 12/05/2023).
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 79
8.3
Net results of the Group from discontinued operations
The Group’s
net result from discontinued operations for the periods 01/01-12/05/2023 and 01/01-
31/12/2022 are analyzed as follows:
01/01-12/05/2023
01/01-31/12/2022
Amounts in € '000
Transportation
Transportation
Sales
140,768
530,242
Cost of sales
(117,559)
(464,087)
Gross profit
23,209
66,155
Administrative expenses
(11,543)
(32,688)
Distribution expenses
(8,008)
(32,699)
Other operating income
148
4,550
Operating profit
3,806
5,318
Other financial results
(2,571)
29,633
Financial expenses
(8,300)
(20,243)
Financial income
105
250
Share in net gains/(losses) of companies accounted for by the equity
method
(438)
1,993
Profit/(Loss) before tax from discontinuing operations
(7,398)
16,951
Income Tax
(67)
(435)
Profit/(Loss) after taxes from discontinued operations
(7,465)
16,516
Reclassification of other comprehensive expenses associated with non-
current assets classified as held for sale through the income statement
(9,208)
-
Gains from the sale of the discontinued operations
116,011
-
Results from discontinued operations
99,338
16,516
Attributable to:
Owners of the parent
100,875
13,110
Non-controlling interests
(1,537)
3,406
The following table presents the net cash flows from operating, investing and financing activities
pertaining to the discontinued operations for the periods 01/01-12/05/2023 and 01/01-31/12/2022:
01/01-12/05/2023
01/01-31/12/2022
Amounts in € '000
Transportation
Transportation
Net cash flows operating activities
16,292
58,232
Net cash flows from investing activities
(80,953)
(37,806)
Net cash flow from financing activities
(23,468)
(13,139)
Exchange differences in cash, cash equivalents and
restricted cash
242
(29)
Total net cash flow from discontinued operations
(87,887)
7,258
Basic earnings per share from discontinued operations for the periods 01/01-12/05/2023 and 01/01-
31/12/2022 amount to € 3.2211 and € 0.4186 respectively, while diluted earnings per share from
discontinued operations amounted to € 0.4456 and € 0.0231 respectively (for the analysis of the
calculation please refer to Note 36).
9
OPERATING SEGMENTS
The Group applies IFRS 8 “Operating Segments”, under
whose requirements the Group recognizes
its operating segments based on “management approach” which requires the public information to be
based on internal information. The Company’s Board of Directors is the key decision maker and sets
the operating segments for the Group. The required information per operating segment is as follows:
Revenues and results, assets and liabilities per operating segment are presented as follows:
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 80
Amounts
in € '000
Financial
Services
Real
Estate
Other
Total from
continuing
operations
Discontinued
operations
Group
01/01-31/12/2023
Revenues from external customers
-
7,868
-
7,868
140,768
148,636
Operating profit
(3,552)
3,448
(11)
(115)
3,806
3,691
Depreciation and amortization expense
(258)
(25)
-
(283)
(16,975)
(17,258)
Profit/(Loss) before tax, financing, investing results and
total depreciation charges
(3,294)
3,473
(11)
168
20,781
20,949
Other financial results
16,806
80
-
16,886
(2,571)
14,315
Profits from reversal of impairment losses
-
105
-
105
-
105
Financial income
184
109
-
293
105
398
Financial expenses
(9,618)
(3,615)
-
(13,233)
(8,300)
(21,533)
Share in net profit (Loss) of companies accounted for by
the equity method
-
-
-
-
(438)
(438)
Profit/(Loss) before income tax
3,881
127
(11)
3,997
(7,398)
(3,401)
Income tax
-
-
-
-
(67)
(67)
Αssets as of 31/12/2023
108,808
206,902
358
316,068
-
316,068
Liabilities as of 31/12/2023
2,601
191,596
6
194,203
-
194,203
Amounts in € '000
Financial
Services
Real
Estate
Other
Total from
continuing
operations
Discontinued
operations
Group
01/01-31/12/2022
Revenues from external customers
-
7,039
82
7,121
530,242
537,363
Operating profit
(3,733)
2,788
(79)
(1,024)
5,318
4,294
Depreciation and amortization expense
(259)
(22)
-
(281)
(52,427)
(52,708)
Profit/(Loss) before tax, financing, investing results and
total depreciation charges
(3,474)
2,810
(79)
(743)
57,745
57,002
Other financial results
2,560
5,585
-
8,145
29,633
37,778
Impairment losses
-
(4,735)
-
(4,735)
-
(4,735)
Financial income
-
140
-
140
250
390
Financial expenses
(21,254)
(3,364)
-
(24,618)
(20,243)
(44,861)
Share in net profit (Loss) of companies accounted for by
the equity method
-
-
-
-
1,993
1,993
Profit/(Loss) before income tax
(22,427)
414
(79)
(22,092)
16,951
(5,141)
Income tax
-
-
-
-
(435)
(435)
Αssets as of 31/12/2022
262,124
210,293
378
472,795
1,028,129
1,500,924
Liabilities as of 31/12/2022
439,421
345,114
15
784,550
626,771
1,411,321
The reconciliation of revenue, operating profit and loss, assets and liabilities of each segment with
the respective amounts of the Financial Statements are analyzed as follows:
Amounts in € '000
Revenues
01/01-
31/12/2023
01/01-
31/12/2022
Total revenues for reportable segments
148,636
537,363
Adjustments for :
Discontinued operations
(140,768)
(530,242)
Income statement's revenues
7,868
7,121
Amounts in € '000
Profit / (Loss)
01/01-
31/12/2023
01/01-
31/12/2022
Total profit / (loss) for reportable segments
(3,401)
(5,141)
Adjustments for :
Discontinued operations
7,398
(16,951)
Profit / (Loss) before income tax
3,997
(22,092)
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 81
Amounts in € '000
Profit / (Loss) from discontinued operations
01/01-
31/12/2023
01/01-
31/12/2022
Profit/(Loss) before tax from discontinued operations
(7,398)
16,951
Adjustments for :
Income tax
(67)
(435)
Derecognition of comprehensive income associated with
non-current assets classified as held for sale through the
income statement
(9,208)
-
Gains/(Losses)
from the sale of the discontinued
operations
116,011
-
Gains/(Losses) for the year after tax from
discontinued operations
99,338
16,516
Amounts in € '000
Assets
31/12/2023
31/12/2022
Total assets for reportable segments
316,068
472,795
Elimination of receivable from corporate headquarters
(95,874)
(250,236)
Non-current assets classified as held for sale
-
1,028,129
Entity's assets
220,194
1,250,688
Amounts in € '000
Liabilities
31/12/2023
31/12/2022
Total liabilities for reportable segments
194,203
784,550
Elimination of payable to corporate headquarters
(95,874)
(250,236)
Non-current assets classified as held for sale
-
626,771
Entity's liabilities
98,329
1,161,085
Disclosure of geographical information:
Amounts in € '000
Segment results 31/12/2023
Greece
European
countries
Other
countries
Group
Revenues from external customers
-
7,868
-
7,868
Revenues from external customers (discontinued
operations)
126,146
12,970
1,652
140,768
Non-current assets*
352
204,342
-
204,694
Amounts in € '000
Segment results as of 31/12/2022
Greece
European
countries
Other
countries
Group
Revenues from external customers
82
7,039
-
7,121
Revenues from external customers (discontinued
operations)
472,188
54,565
3,489
530,242
Non current assets 31/12/2022
590
203,949
-
204,539
* Non-current assets do not include the
“Financial Assets” as well as the “Deferred Tax Assets” as in compliance with
the provisions of IFRS 8.
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 82
10
PROPERTY, PLANT AND EQUIPMENT & RIGHT-OF-USE ASSETS
10.1
Property, plant and equipment
The changes in the Group’s property, plant and equipment
account are analyzed as follows:
Amounts in € '000
Land &
Buildings
Machinery
& Vehicles
Furniture
& Fittings
Total
Gross book value as of 01/01/2023
434
30
1,157
1,621
Additions
-
-
26
26
Other movements/Reclassifications
4
(30)
(81)
(107)
Gross book value as of 31/12/2023
438
-
1,102
1,540
Accumulated depreciation as of 01/01/2023
(264)
(30)
(1,016)
(1,310)
Depreciation charges
(79)
-
(50)
(129)
Other movements/Reclassifications
(4)
30
81
107
Accumulated depreciation as of 31/12/2023
(347)
-
(985)
(1,332)
Net book value as of 31/12/2023
91
-
117
208
THE GROUP
Amounts in € '000
Vessels
Land &
Buildings
Machinery &
Vehicles
Furniture
& Fittings
Construction
in progress
Total
Gross book value as of 01/01/2022
1,107,010
15,286
442
4,962
10,774
1,138,474
Additions
-
-
-
14
-
14
Additions of disposal groups held for sale
32,905
2,660
-
275
66
35,906
Acquisitions through business combinations of
disposal groups held for sale
-
11,760
276
8
-
12,044
Disposals / Write-offs
-
-
-
(19)
-
(19)
Assets classified as held for sale
(1,150,564)
(29,258)
(688)
(4,081)
(191)
(1,184,782)
Reclassifications on cost of disposal groups held
for sale
10,649
-
-
-
(10,649)
-
Other movements/Reclassifications
-
(14)
-
(2)
-
(16)
Gross book value as of 31/12/2022
-
434
30
1,157
-
1,621
Accumulated depreciation as of 01/01/2022
(453,301)
(3,698)
(426)
(4,472)
-
(461,897)
Depreciation charges
-
(78)
-
(50)
-
(128)
Depreciation of disposals / write-offs
-
-
-
19
-
19
Depreciation of disposal groups held for sale
(46,750)
(931)
(8)
(233)
-
(47,922)
Accumulated depreciations of acquisitions through
business combinations of disposal groups held for
sale
-
(1)
(253)
(8)
-
(262)
Accumulated depreciations of disposal groups held
for sale
500,051
4,430
657
3,728
-
508,866
Other movements/Reclassifications
-
14
-
-
-
14
Accumulated depreciation as of 31/12/2022
-
(264)
(30)
(1,016)
-
(1,310)
Net book value as of 31/12/2022
-
170
-
141
-
311
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 83
The changes in the Company’s property, plant and equipment account are analyzed as follows
:
THE COMPANY
Amounts in € '000
31/12/2023
31/12/2022
Land &
Buildings
Furniture &
Fittings
Total
Land &
Buildings
Furniture &
Fittings
Total
Gross book value at the beginning
438
1,003
1,441
448
1,017
1,465
Additions
-
21
21
-
5
5
Disposals / Write-offs
-
-
-
-
(19)
(19)
Reclassifications
-
-
-
(10)
-
(10)
Gross book value at the end
438
1,024
1,462
438
1,003
1,441
Accumulated depreciation at the beginning
(268)
(898)
(1,166)
(200)
(874)
(1,074)
Depreciation charges
(79)
(44)
(123)
(78)
(43)
(121)
Depreciation of disposals / write-offs
-
-
-
-
19
19
Reclassifications
-
-
-
10
-
10
Accumulated depreciation at the end
(347)
(942)
(1,289)
(268)
(898)
(1,166)
Net book value at the end
91
82
173
170
105
275
10.2
Right-of-use assets
Unamortized value of right-of-use assets as at 31/12/2023 and as at 31/12/2022 and amortizations for
the annual period 01/01-31/12/2023 and the respective annual comparative period regarding the
Group and the Company per assets category are recorded below as follows:
THE GROUP
Amounts in € '000
Land &
Buildings
Machinery &
Vehicles
Furniture &
Fittings
Total
Book value as of
01/01/2023
688
60
14
762
Termination of leasing contracts
-
-
(14)
(14)
Gross book value as of 31/12/2023
688
60
-
748
Accumulated depreciation as of
01/01/2023
(439)
(27)
(10)
(476)
Depreciation charges
(115)
(14)
(4)
(133)
Termination of leasing contracts
-
-
14
14
Accumulated depreciation as of 31/12/2023
(554)
(41)
-
(595)
Net book value as of 31/12/2023
134
19
-
153
THE GROUP
Amounts in € '000
Vessels
Land &
Buildings
Machinery &
Vehicles
Furniture &
Fittings
Total
Book value as of
01/01/2022
16,497
4,142
232
14
20,885
Additions of disposal groups held for sale
17,211
-
57
-
17,268
Termination of leasing contracts
-
-
(90)
-
(90)
Assets of disposal groups held for sale
(33,708)
(3,454)
(139)
-
(37,301)
Gross book value as of 31/12/2022
-
688
60
14
762
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 84
THE GROUP
Amounts in € '000
Vessels
Land &
Buildings
Machinery &
Vehicles
Furniture &
Fittings
Total
Accumulated depreciation as of
01/01/2022
(13,092)
(1,680)
(138)
(5)
(14,915)
Depreciation charges
-
(114)
(15)
(5)
(134)
Depreciation of disposal groups held for sale
(2,877)
(461)
(21)
-
(3,359)
Termination of leasing contracts
-
-
90
-
90
Accumulated depreciations of disposal groups held for
sale
15,969
1,816
57
-
17,842
Accumulated depreciation as of 31/12/2022
-
(439)
(27)
(10)
(476)
Net book value as of 31/12/2022
-
249
33
4
286
THE COMPANY
Amounts in € '000
Land &
Buildings
Machinery &
Vehicles
Furniture &
Fittings
Total
Book value as of
01/01/2023
688
26
14
728
Termination of leasing contracts
-
-
(14)
(14)
Gross book value as of 31/12/2023
688
26
-
714
Accumulated depreciation as of 01/01/2023
(439)
(9)
(10)
(458)
Depreciation charges
(115)
(5)
(4)
(124)
Termination of leasing contracts
-
-
14
14
Accumulated depreciation as of 31/12/2023
(554)
(14)
-
(568)
Net book value as of 31/12/2023
134
12
-
146
THE COMPANY
Amounts in € '000
Land &
Buildings
Machinery &
Vehicles
Furniture &
Fittings
Total
Gross book value as of 01/01/2022
688
116
14
818
Termination of leasing contracts
-
(90)
-
(90)
Gross book value as of 31/12/2022
688
26
14
728
Accumulated depreciation as of 01/01/2022
(325)
(93)
(5)
(423)
Depreciation charges
(114)
(6)
(5)
(125)
Terminationof leasing contracts
-
90
-
90
Accumulated depreciation as of 31/12/2022
(439)
(9)
(10)
(458)
Net book value as of 31/12/2022
249
17
4
270
11
INTANGIBLE ASSETS
The intangible assets at Group level for the years 2023 and 2022 are briefly presented in the following
tables:
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 85
THE GROUP
31/12/2023
31/12/2022
Amounts in € '000
Computer
Software
Other
Total
Brand
Names
Computer
Software
Other
Total
Gross book value at the beginning
1,019
169
1,188
27,503
13,996
169
41,668
Additions of disposal groups held for sale
-
-
-
-
1,452
-
1,452
Assets of disposal groups held for sale
-
-
-
(27,503)
(14,475)
-
(41,978)
Reclassifications on cost of disposal groups held
for sale
-
-
-
-
46
-
46
Other movements/Reclassifications
(49)
(43)
(92)
-
-
-
-
Gross book value at the end
970
126
1,096
-
1,019
169
1,188
Accumulated depreciation at the beginning
(955)
(169)
(1,124)
(75)
(8,351)
(169)
(8,595)
Depreciation charges
(21)
-
(21)
-
(19)
-
(19)
Depreciation of disposal groups held for sale
-
-
-
-
(1,146)
-
(1,146)
Accumulated depreciations of disposal groups
held for sale
-
-
-
75
8,561
-
8,636
Other movements/Reclassifications
49
43
92
-
-
-
-
Accumulated depreciation at the end
(927)
(126)
(1,053)
-
(955)
(169)
(1,124)
Net book value at the end
43
-
43
-
64
-
64
The intangible assets of the Company for the years 2023 and 2022 are briefly presented in the
following table and pertain solely to software programs:
THE COMPANY
Amounts in € '000
31/12/2023
31/12/2022
Gross book value at the beginning
746
746
Other movements
-
-
Gross book value at the end
746
746
Accumulated depreciation at the beginning
(725)
(712)
Depreciation charges
(11)
(13)
Accumulated depreciation at the end
(736)
(725)
Net book value at the end
10
21
12
INVESTMENTS IN SUBSIDIARIES
Analysis of changes in investments in subsidiaries
The Company’s subsidiaries are presented in Note 2.
The book value of investments in subsidiaries is analyzed as follows:
Amounts in € '000
THE COMPANY
Company
31/12/2023
31/12/2022
ATTICA HOLDINGS S.A. / MIG SHIPPING S.A.
-
345,325
JSC ROBNE KUCE BEOGRAD DOO
67,824
-
MIG LEISURE LIMITED
9
6
MIG REAL ESTATE (SERBIA) B.V.
-
4
MIG AVIATIΟN HOLDINGS LTD
3
1
MIG MEDIA S.A. (under liquidation)
75
75
ATHENIAN INVESTMENTS HOLDINGS S.A.
-
-
Total
67,911
345,411
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 86
The analysis of the “Investments in subsidiaries” account for the current and previous year is as
follows:
THE COMPANY
Amounts in € '000
31/12/2023
31/12/2022
Opening balance
345,411
361,422
Changes in share capital of subsidiaries
83
(15,942)
Disposals of subsidiaries
(345,325)
-
Loss from investment in subsidiaries and associates at fair value recognised in profit and
loss
(84)
(84)
Reversal of loss from investment in subsidiaries recognised in profit and loss
79
15
Capitalasation of asset
67,747
-
Closing balance
67,911
345,411
In August 2023 a part of the receivable from subsidiary RKB amounting to € 150,000k was
capitalized, on which an impairment of € 82,
253k had been recognized in previous years and therefore
the recoverable amount of the investment in RKB at the date of capitalization amounted to € 67,747k
(see Note 15).
In compliance with the applied accounting policies and provisions of IAS 36, the Company conducts
a relevant impairment test regarding its assets at the end of each annual reporting period, given that
relative impairment indications are effective. The relevant test can be conducted earlier if there is
evidence of potentially arising impairment loss. The evaluation focuses both - on endogenous as well
as exogenous parameters.
As disclosed in Note 8 to the Financial Statements, as of 12/05/2023, the transaction between the
Company and "STRIX Holdings L.P." for the exchange of direct and indirect shareholdings (through
MIG SHIPPING) in ATTICA (79.383%) for all of the Company's bond loans was completed, resulting
in full and complete repayment of the Company's borrowings of nominal value €
443.8 m.
The total gain on the above transaction as analyzed in the table below amounts to € 100,478k in the
separate financial statements and is analyzed in € 84,300k pertaining to the gain on sale and € 16,178k
pertaining to the gain on the bond loans derecognition.
Amounts in € '000
Result from the sale
Fair value of investments minus relevant expenses incurred
429,625
Less: Book value of ATTICA-MIG SHIPPING
345,325
Gains from the sale
84,300
Loans book value at the exchange date
446,175
Less: Fair value of investments
429,997
Gain from the derecognition of loans
16,178
Total gain recognised from the transaction
100,478
In the separate Income Statement, the amount of € 16,178k has been recognized in Other Financial
results while the amount of € 84,300k has been recognized in the “
Income from investments and other
financial assets
”
item.
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 87
13
OTHER FINANCIAL ASSETS AND OTHER FINANCIAL ASSETS AT FAIR VALUE
THROUGH PROFIT OR LOSS
The analysis of other financial assets and other financial assets at fair value through profit or loss of
the Group and the Company is as follows:
THE GROUP
Amounts in € '000
31/12/2023
31/12/2022
Long-term
financial assets
Sort-term
financial assets
Long-term
financial assets
Sort-term
financial assets
Financial assets measured at fair value through P&L
Shares listed in ASE
-
3,978
-
526
Shares listed in foreign stock exchanges
-
4
5
-
Βank bonds
-
1,295
-
-
Greek Government Treasury Bills
-
495
-
-
Total
-
5,772
5
526
THE COMPANY
Amounts in € '000
31/12/2023
31/12/2022
Long-term
financial assets
Sort-term
financial assets
Long-term
financial assets
Sort-term
financial assets
Financial assets measured at fair value through P&L
Shares listed in ASE
-
3,978
-
526
Βank bonds
-
1,295
-
-
Greek Government Treasury Bills
-
495
-
-
Total
-
5,768
-
526
Change in other financial assets and other financial assets at fair value through profit or loss of the
Group and the Company is analyzed as follows:
THE GROUP
Amounts in € '000
31/12/2023
31/12/2022
Long-term
financial assets
Sort-term
financial assets
Long-term
financial assets
Sort-term
financial assets
Opening balance
5
526
230
-
Additions
-
9,111
-
841
Disposals
-
(3,981)
(240)
(525)
Increase / (Decrease) from fair value adjustments through P&L
-
120
14
210
Decrease - Return of share capital
-
(9)
-
-
Exchange differences
-
-
1
-
Other movements
(5)
5
-
-
Closing balance
-
5,772
5
526
THE COMPANY
Amounts in € '000
31/12/2023
31/12/2022
Long-term
financial assets
Sort-term
financial assets
Long-term
financial assets
Sort-term
financial assets
Opening balance
-
526
-
-
Additions
-
9,111
-
841
Disposals
-
(3,981)
-
(525)
Increase / (Decrease) from fair value adjustments through P&L
-
121
-
210
Decrease - Return of share capital
-
(9)
-
-
Closing balance
-
5,768
-
526
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 88
14
INVESTMENT PROPERTIES
The Group's investment property items are determined under the fair value method of IAS 40, as
follows:
THE GROUP
Amounts in € '000
31/12/2023
31/12/2022
Opening net book value
203,672
211,806
Additions
1,401
1,208
Disposals
(1,087)
(4,607)
Impairment losses recognised in P&L
105
(4,735)
Closing net book value
204,091
203,672
On 31/12/2023, investments in real estate include investment properties of the subsidiary RKB
amounting to € 204,091k on which there are collaterals to secure RKB borrowing (see
Note 39.2).
In 2023, the Group reassessed the fair value of RKB's real estate portfolio, assigning the appraisal task
to an independent real estate appraiser. The revaluation of the fair value of the aforementioned
investment properties resulted in an increase of € 105k included in the item “Other financial results”
of the consolidated Income Statement for 2023.
In January 2023, the subsidiary RKB sold an investment property against the amount of € 1,100k.
In addition, the following amounts related to investment property have been recognized in profit or
loss:
THE GROUP
Amounts in € '000
01/01-
31/12/2023
01/01-
31/12/2022
Ι
ncome from leases from investment property
7,868
7,071
Operating expenses related to investment property from which the Group received
income from leasing
1,068
1,088
Operating expenses related to investment property from which the Group did not
received income from leasing
2,172
2,302
15
OTHER NON-CURRENT ASSETS
The other non-current assets of the Group and the Company are presented as follows:
THE GROUP
THE COMPANY
Amounts in € '000
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Guarantees
23
23
23
23
Other long-term receivables
176
183
-
-
Other long-term receivables from related parties
-
-
95,866
250,236
Less:Impairment provisions
-
-
(52,519)
(134,821)
Net book value
199
206
43,370
115,438
Other long-term receivables from related parties in the separate financial statements include a
receivable from RKB in the context of repaying its loan obligations by MIG in the previous years due
to the forfeiture of a corporate guarantee. As at 31/12/2022, the gross amount stood at € 250,236k
against which an accumulated impairment provision of € 134,821k had been made. In 2023, an amount
of € 4,370k was received in reduction of the above receivable and a gross amount of € 150,000k was
capitalized (net am
ount after accumulated impairment provisions of € 67,747k) which was recognized
in investments in subsidiaries (see Note 12). The gross amount of the receivable as at 31/12/2023
stood at € 95,866k (net amount after accumulated impairment provisions of € 43
,347k).
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 89
Changes in provision for impairment regarding the Company for 2023 and 2022 are presented below
as follows:
THE COMPANY
Amounts in € '000
31/12/2023
31/12/2022
Balance at the beginning
(134,821)
(135,228)
Disposals
49
407
Reclassification in Investment in Subsidiaries
82,253
-
Closing balance
(52,519)
(134,821)
16
TRADE AND OTHER RECEIVABLES
Trade and other receivables of the Group are analyzed as follows:
THE GROUP
Amounts in € '000
31/12/2023
31/12/2022
Trade receivables
7,177
7,264
Intercompany accounts receivable
2
-
Less:Impairment provisions
(5,732)
(5,873)
Net trade receivables
1,447
1,391
Advances to suppliers
1,198
1,193
Less:Impairment provisions
(1,154)
(1,149)
Total
1,491
1,435
Changes in provisions for bad trade receivables of the Group within the years ended as at 31/12/2023
and 31/12/2022 are as follows:
THE GROUP
Amounts in € '000
31/12/2023
31/12/2022
Opening balance
(7,022)
(44,524)
Additional provisions
(210)
(492)
Utilised provisions
352
1,205
Additional provisions of disposal groups held for sale
-
(394)
Exchange differences
(6)
(13)
Transfer to disposal groups held for sale
-
37,196
Closing balance
(6,886)
(7,022)
17
OTHER CURRENT ASSETS
The Group’s and Company’s other current assets are analyzed as follows
:
THE GROUP
THE COMPANY
Amounts in € '000
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Receivables from the state
76
114
9
-
Accrued income
332
267
42
-
Prepaid expenses
132
200
75
150
Other receivables
347
230
292
139
Total
887
811
418
289
Less:Impairment Provisions
(42)
(40)
-
-
Net receivables
845
771
418
289
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 90
Changes in
impairment provisions for the Group’s other current assets for the years 2023 and 2022
are as follows:
THE GROUP
Amounts in € '000
31/12/2023
31/12/2022
Balance at the beginning
(40)
(7,475)
Additional provisions
(2)
(12)
Decreases
-
277
Utilised provisions
-
3
Transfer to disposal groups held for sale
-
7,167
Closing balance
(42)
(40)
18
CASH AND CASH EQUIVALENTS
The Group’s and the Company’s cash, cash equivalents and restricted deposits are analyzed as
follows:
THE GROUP
THE COMPANY
Amounts in € '000
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Cash in hand
1
5
1
5
Cash equivalent balance in bank
1,571
4,306
541
713
Time deposits
5,820
5,790
5,820
4,500
Blocked deposits
-
5,182
-
5,182
Total cash and cash equivalents
7,392
15,283
6,362
10,400
Cash and cash equivalents in €
6,755
12,462
6,362
10,400
Cash and cash equivalentsin foreign currency
637
2,821
-
-
Total cash and cash equivalents
7,392
15,283
6,362
10,400
Bank deposits receive a floating interest rate which is based on the banks’ monthly deposit interest
rates. The interest income on cash and time deposits is accounted for on an accrued basis and is
included in “Financial Income” in the Income Statement
.
19
SHARE CAPITAL AND SHARE PREMIUM
The Re-iterative Extraordinary General Meeting of the Company's shareholders held on 03/03/2023,
deliberated and resolved on the items on the Agenda as follows: A) to merge/reduce (reverse split)
the number of shares without altering the Company’s share capital, at the ratio of one (1) new share
for every thirty (30) existing shares via increasi
ng the nominal value of each share from €
0.10 to €
3.00, B) to reduce the share capital by €
81,424,264.80 through respective reduction of the nominal
value of each
share from €
3.00 to €
0.40, for writing off/covering equal accumulated losses, according
to article 29 of Law 4548/2018, and
C) to amend respectively article 5 para. 1 of the Company’s
Articles of Association. On 28/03/2023 the decision of the Companies Division of the General
Secretariat of Commerce of the Ministry of Development and Investment with the Decision number
2922161/28.03.2023 was registered in the General Commercial Registry, approving the amendment
of Article 5 of the Company's Articles of Association in accordance with the aforementioned
decisions.
The trading date for the 31,317,025 new common nominal shares of the Company, with the new
nominal value of €
0.40 per share, was set on 15/05/2023.
As a result, as of 31/12/2023, the Company's share capital amounts to twelve million five hundred
twenty-
six thousand eight hundred ten euro (€
12,526,810.00), fully paid, divided into thirty-one
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 91
million three hundred seventeen thousand twenty-five (31,317,025) registered shares of nominal value
forty cents (€ 0.40). Every share of the Company provides the right to one vote.
As at 31/12/2023,
share premium stands at € 100,000k
.
20
OTHER RESERVES AND FAIR VALUE RESERVES
The Group’s other reserves are analyzed as follows
:
THE GROUP
Amounts in € '000
Statutory
Reserve
Special
reserves
Other
reserves
Translation
reserves
Total
Opening Balance as of 01/01/2023
32,140
501
307
(66)
32,882
Exchange differences
-
-
-
66
66
Other adjustments
-
-
(1)
-
(1)
Closing balance as of 31/12/2023
32,140
501
306
-
32,947
THE GROUP
Amounts in € '000
Statutory
Reserve
Special
reserves
Other
reserves
Translation
reserves
Total
Opening Balance as of 01/01/2022
32,140
501
307
(48)
32,900
Exchange differences
-
-
-
(18)
(18)
Closing balance as of 31/12/2022
32,140
501
307
(66)
32,882
The Company’s other
reserves are analyzed as follows:
THE COMPANY
Amounts in € '000
Statutory
Reserve
Special reserves
Other reserves
Total
Opening Balance as of 01/01/2023
32,140
501
306
32,947
Current year movements
-
-
-
-
Closing balance as of 31/12/2023
32,140
501
306
32,947
THE COMPANY
Amounts in € '000
Statutory
Reserve
Special reserves
Other reserves
Total
Opening Balance as of 01/01/2022
32,140
501
306
32,947
Current year movements
-
-
-
-
Closing balance as of 31/12/2022
32,140
501
306
32,947
The Group’s fair value reserves are analyzed as follows
:
THE GROUP
31/12/2023
31/12/2022
Amounts in € '000
Cash flow hedge
Cash flow hedge
Opening balance
(6,082)
1,998
Cash flow hedge
6,082
(8,080)
Closing balance
-
(6,082)
The above reserve relates to cash flows hedging activities of ATTICA group which was reclassified
to the income statement upon completion of the disposal.
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 92
21
EMPLOYEE RETIREMENT BENEFITS OBLIGATIONS
In accordance with the labor legislation of the countries, in which the Group operates, employees are
entitled to compensation in case of dismissal or retirement. With regards to subsidiaries domiciled in
Greece (being the largest part of Group’s activitie
s), the amount of compensation varies depending
on the employee’s salary, the years of service and the mode of stepping down (redundancy or
retirement). Employees who resigned or dismissed on justifiable reasons are not entitled to
compensation. In case of retirement, a lump sum compensation shall be paid pursuant to Law 2112/20.
The Group recognizes as a liability the present value of the legal commitment for the lump sum
compensation payment to personnel stepping down due to retirement. These are non-financed defined
benefit plans according to IAS 19 and the relevant liability was calculated on the basis of an actuarial
study.
The analysis of the liability for employee benefits due to retirement of the Group and the Company
is as follows:
THE GROUP
THE COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Amounts in € '000
Defined benefit
plans (Non
financed)
Defined benefit
plans (Non
financed)
Defined benefit
plans (Non
financed)
Defined benefit
plans (Non
financed)
Defined benefit obligation
116
105
87
77
Classified as :
Non-Current Liability
116
105
87
77
The amounts recognized in the Group’s and the Company’s Income Statement are as follows
:
THE GROUP
THE COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Amounts in € '000
Defined benefit
plans (Non
financed)
Defined benefit
plans (Non
financed)
Defined benefit
plans (Non
financed)
Defined benefit
plans (Non
financed)
Current service costs
13
13
10
10
Past service costs
59
-
59
-
Net Interest on the defined obligation
2
1
2
1
Total expenses recognized in profit or loss
74
14
71
11
The amounts recognized in the Group’s and the Company’s Statement of Comprehensive Income are
as follows:
THE GROUP
THE COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Amounts in € '000
Defined benefit
plans (Non
financed)
Defined benefit
plans (Non
financed)
Defined benefit
plans (Non
financed)
Defined benefit
plans (Non
financed)
Actuarial gains /(losses)
from changes in
demographic assumptions
(3)
-
(3)
-
Actuarial gains /(losses) from changes in
financial assumptions
7
(8)
7
-
Actuarial losses (gains) from changes in
experience
(6)
1
(6)
1
Total income /(expenses) recognized in other
comprehensive income
(2)
(7)
(2)
1
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 93
The changes in the present value of the defined contribution plan liability of the Group and the
Company are as follows:
THE GROUP
THE COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Amounts
in € '000
Defined benefit
plans (Non
financed)
Defined benefit
plans (Non
financed)
Defined benefit
plans (Non
financed)
Defined benefit
plans (Non
financed)
Defined benefit obligation 1st January
105
1,308
77
67
Current Service cost
13
12
10
10
Interest expense
2
1
2
1
Actuarial losses (gains) in liability
2
(1)
2
(1)
Benefits paid
(65)
-
(63)
-
Past service cost
59
1
59
-
Current service cost of disposal groups held for sale
-
152
-
-
Interest expense of disposal groups held for sale
-
9
-
-
Actuarial losses / (gains) in liability of disposal groups held for
sale
-
8
-
-
Benefits paid of disposal groups held for sale
-
(54)
-
-
Past service cost of disposal groups held for sale
-
41
-
-
Defined benefit obligation of disposal groups held for sale
-
(1,372)
-
-
Defined benefit obligation 31st December
116
105
87
77
The main actuarial assumptions applied for the aforementioned accounting purposes are described
below:
THE GROUP
THE COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Discount rate
3.82%
2.80%
3.82%
2.80%
Expected rate of salary increases
2.50%
2.50%
2.50%
2.50%
Inflation
2.10%
2.80%
2.10%
2.80%
The above assumptions were made by the Management in collaboration with an independent actuary,
who prepared the actuarial study.
The key actuarial assumptions used for determining the liabilities are the discount rate and the
expected change in wages. The following table summarizes the effects on the actuarial liability arising
from potential changes in the assumptions.
THE GROUP
THE COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Amounts in € '000
Discount rate
Discount rate
Discount rate
Discount rate
0.5%
-0.5%
0.5%
-0.5%
0.5%
-0.5%
0.5%
-0.5%
Increase (decrease) in the defined liability
(2)
2
(2)
2
(2)
2
(2)
2
Expected rate of salary
increases
Expected rate of
salary increases
Expected rate of
salary increases
Expected rate of
salary increases
0.5%
-0.5%
0.5%
-0.5%
0.5%
-0.5%
0.5%
-0.5%
Increase (decrease) in the defined liability
1
(1)
1
(1)
1
(1)
1
(1)
22
BORROWINGS
The Group’s and the Company’s borrowings on 31/12/2023 are analysed as follows
:
THE GROUP
THE COMPANY
Amounts in € '000
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Long-term borrowings
Bank loans
91,902
91,423
-
-
Bonds
-
281,291
-
281,291
Convertible bonds
-
155,306
-
155,306
Less: Long-term loans payable in the next 12
months
(79)
(2,148)
-
(1,314)
Total long-term borrowings
91,823
525,872
-
435,283
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 94
THE GROUP
THE COMPANY
Amounts in € '000
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Short-term borrowings
Plus: Long-term loans payable in the next 12
months
79
2,148
-
1,314
Total short-term borrowings
79
2,148
-
1,314
The total financial cost of long-term and short-term loan liabilities as well as finance leases for the
annual period 01/01-31/12/2023 (and the respective comparative period) is
included in “Financial
expenses” of the consolidated and separate Income Statement.
The Group’s average borrowing interest rate for the annual period ending on 31/12/2023 amounted
to 5.42% (31/12/2022: 4.77%).
(a) Company’s (MIG) borrowing:
As disclosed in Note 8 to the Financial Statements, as of 12/05/2023, the transaction between the
Company and
“
STRIX Holdings L.P.
”
for the exchange of direct and indirect shareholdings (through
MIG SHIPPING) in ATTICA (79.383%) for all the Company's bond loans was completed, resulting
in full and complete repayment of the Company's borrowings of nominal value €
443.8 m.
Upon completion of the transaction on 12/05/
2023, the Company's total bond loans, amounting to €
446.2 m, were derecognized from the financial liabilities. Consequently, as of 31/12/2023, the
Company no longer has any outstanding borrowings.
In the context of the aforementioned transaction, a profit of €
16,178k was recognized, pertaining to
the profit of derecognition of MIG loan obligations. This profit was included in the other financial
results from continuing operations of both the Group and the Company (see Notes 8.1 and 12).
(b) RKB’s borrowing
On 22/06/2022 the restructuring of RKB's bank borrowings was completed and the Restructuring
Agreement was signed, pursuant to which it was mutually decided, among other things, to refinance
its existing loan obligations by issuing Tranche
A of € 58.2 m and
Tranche
B of € 31.3 m, payable at
maturity, to reduce the three-year average margin and extend the term of the loan by 3 years (June
2025).
As of 31/12/2023, the book value of the loan amounts to € 91.9 m (nominal value € 88.3 m plus
accrued interest of € 0.
08 m). In order to secure the above loan, real estate items owned by RKB have
been pledged. It is noted that in the framework of the above loan there is no obligation for the
subsidiary company to comply with specific financial covenants.
It is to be noted that on 29/12/2023, the Company received a letter from Piraeus Bank disclosing to
the Company the approval of the
restructuring of the subsidiary’s
RKB loan, whose main terms
include extension of the term and repayment of the loan until June 2032. The terms of the restructuring
related to the term and repayment of the loan, the margin as well as other terms are expected to be
finalized in the coming months with their incorporation in the final contractual documents which will
be signed upon completion of the restructuring of the loan obligation.
22.1
Table of loan liabilities future repayments
Regarding the long-term and short-term loans, the table below presents future repayments for the
Group and the Company on 31/12/2023 and 31/12/2022.
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 95
THE GROUP
THE COMPANY
Amounts in € '000
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Within 1 year
79
2,148
-
1,314
After 1 year but not more than 2 years
88,269
447,140
-
447,140
After 2 years but not more than 3 years
-
88,269
-
-
88,348
537,557
-
448,454
22.2
Lease liabilities
Future minimum lease payments in relation to the present value of the net minimum payments for the
Group and the Company as at 31/12/2023 and 31/12/2022 are analyzed as follows:
THE GROUP
THE COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Amounts in € '000
Future
minimum
lease
payments
Net
present
value
Future
minimum
lease
payments
Net
present
value
Future
minimum
lease
payments
Net
present
value
Future
minimum
lease
payments
Net
present
value
Within 1year
166
160
167
154
158
153
158
145
After 1year but not more than
5 years
32
33
198
193
32
33
191
186
More than 5 years
2
-
-
-
2
-
-
-
Total of future minimum
lease payments
200
193
365
347
192
186
349
331
Less: Interest expenses
(7)
-
(18)
-
(6)
-
(18)
-
Total of present value of
future minimum lease
payments
193
193
347
347
186
186
331
331
The total financial cost of the long-term and short-term loan liabilities as well as the finance lease
obligations for the financial year ended on 31/12/2023 is included in the account “Financial expenses”
of the consolidated and separate Income Statement (see Note 33).
The Group has chosen not to recognize lease liabilities for short-term leases (leases with a maturity
less than 12 months) or for low-value leases. Lease payments for these leases are recognized as an
expense in the Income Statement using the fixed method. In addition, specific variable leases are not
included in the initial recognition of lease liabilities and are recognized as an expense in the Income
Statement, as they occur. Variable leases include, inter alia, leases determined on the basis of sales
from the use of the identified asset.
The expense related to the payment of leases that is not included in the measurement of lease liabilities
which was recognized in the Income Statement for the annual period 01/01-31/12/2023 amounted to
€ 37k (01/01
-
31/12/2022: € 57k) and € 18k (01/01
-
31/12/2022: € 42k) for the Group and Company,
respectively.
On 31/12/2023, the total commitments of the Group and the Company for short-term leases amounted
to € 1k and € 1k, respectively.
The total cash outflows for leases for the fiscal year 2023 amounted for the Group to € 170k (01/01
-
31/12/2022: € 168k), while for the Company they amounted to € 158k for the fiscal year 2023 (01/01
-
31/12/2022: € 157k).
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 96
23
CHANGES IN LIABILITIES FROM FINANCING ACTIVITIES
Changes in liabilities arising from financing activities of the Group and the Company for FY ended
as at 31/12/2023 and 31/12/2022 are presented below as follows:
THE GROUP
Amounts in €'000
Long-term
borrowings
Short-term
debt
Lease liabilities
Total
01/01/2023
525,872
2,148
347
528,367
Cash flows:
Repayments
-
-
(170)
(170)
Non cash changes:
Reclassifications
(79)
79
-
-
Other changes
(433,970)
(2,148)
16
(436,102)
31/12/2023
91,823
79
193
92,095
THE GROUP
Amounts in €'000
Long-term
borrowings
Short-term
debt
Lease
liabilities
Total
01/01/2022
760,973
195,806
6,225
963,004
Cash flows:
Repayments
(3,906)
(4,680)
(168)
(8,754)
Repayments of disposal groups held for
sale
(138,551)
(128,264)
(7,919)
(274,734)
Proceeds of disposal groups held for sale
255,700
18,910
-
274,610
Non cash changes:
Increases/Decreases of disposal groups
held for sale
-
-
17,046
17,046
Reclassifications
58,150
(58,150)
-
-
Reclassifications of disposal groups held
for sale
(16,213)
16,213
-
Transfer to disposal groups classified as
held for sale
(442,206)
(40,031)
(15,459)
(497,696)
Other changes
53,012
2,675
23
55,710
Other changes of disposal groups held for
sale
(1,087)
(331)
599
(819)
31/12/2022
525,872
2,148
347
528,367
THE COMPANY
Amounts in €'000
Long-term
borrowings
Short-term
debt
Lease
liabilities
Total
01/01/2023
435,283
1,314
331
436,928
Cash flows:
Repayments
-
-
(158)
(158)
Non cash changes:
Other changes
(435,283)
(1,314)
13
(436,584)
31/12/2023
-
-
186
186
THE COMPANY
Amounts in €'000
Long-term
borrowings
Short-term
debt
Lease liabilities
Total
01/01/2022
418,616
1,283
467
420,366
Cash flows:
Repayments
(2,736)
(1,810)
(157)
(4,703)
Non cash changes:
Other changes
19,403
1,841
21
21,265
31/12/2022
435,283
1,314
331
436,928
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 97
24
OTHER LONG-TERM LIABILITIES
Other long-term liabilities of the Group include mainly clients
’
guarantees under the terms of the
lease agreements of the subsidiary RKB.
25
SUPPLIERS AND OTHER LIABILITIES
The Group’s trade payables are analyzed as follows
:
THE GROUP
Amounts in € '000
31/12/2023
31/12/2022
Suppliers
989
706
Customers' Advances
277
252
Total
1,266
958
There is no analysis of the Company’s trade payables since the Company is a holding company
.
26
TAX PAYABLE
The Group’s current tax
obligations refer to current liabilities from income tax:
THE GROUP
Amounts in € '000
31/12/2023
31/12/2022
Tax expense for the year
-
12
Total
-
12
27
OTHER SHORT-TERM LIABILITIES
The Group’s and the Company’s other short
-term liabilities are analyzed as follows:
THE GROUP
THE COMPANY
Amounts in € '000
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Social security insurance
48
50
48
50
Other Tax liabilities
288
285
78
87
Salaries and wages payable
-
25
-
-
Accrued expenses
2,813
2,820
909
913
Others Liabilities
1,476
1,441
1,282
1,323
Accrued Interest expenses
83
116
-
-
Total
4,708
4,737
2,317
2,373
28
SALES
The Group’s sales are analyzed as follows
:
THE GROUP
Amounts in € '000
01/01-31/12/2023
01/01-31/12/2022
Income from services provided
7,868
7,121
Total from continuing operations
7,868
7,121
Total from discontinued operations
140,768
530,242
Total
148,636
537,363
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 98
29
COST OF SALES
–
ADMINISTRATIVE
–
DISTRIBUTION EXPENSES
The cost of sales, administrative and distribution expenses of the Group are analyzed as follows:
THE GROUP
01/01-31/12/2023
01/01-31/12/2022
Amounts in € '000
Cost of
sales
Administrative
expenses
Distribution
expenses
Total
Cost of
sales
Administrative
expenses
Distribution
expenses
Total
Wages, retirement and other
employee benefits
-
2,206
-
2,206
-
2,202
-
2,202
Tangible assets depreciations
-
129
-
129
-
128
-
128
Intangible assets depreciations
-
21
-
21
-
19
-
19
Right-of-use assets depreciations
-
133
-
133
-
134
-
134
Third party expenses
909
1,736
-
2,645
1,157
1,574
-
2,731
Third party benefits
965
38
-
1,003
844
41
-
885
Leases
-
37
-
37
-
57
-
57
Taxes & Duties
-
9
-
9
-
9
-
9
Fuels - Lubricants
-
29
-
29
-
27
-
27
Provisions
-
-
211
211
-
-
504
504
Insurance
40
187
-
227
43
494
-
537
Repairs and maintenance
1,309
348
-
1,657
1,390
320
-
1,710
Other advertising and promotion
expenses
-
12
4
16
-
-
4
4
Other expenses
17
263
-
280
20
220
-
240
Total costs from continuing
operations
3,240
5,148
215
8,603
3,454
5,225
508
9,187
Total costs from discontinued
operations
117,559
11,543
8,008
137,110
464,087
32,688
32,699
529,474
Total
120,799
16,691
8,223
145,713
467,541
37,913
33,207
538,661
In 2023, administrative expenses of the Group include the fees of the statutory auditor or the auditing
firm amounting to € 46k (€ 24k of which related to a discontinued operation)
that pertain to officially
permitted non-audit services.
The Company’s operating expenses are analyzed as follows:
THE COMPANY
01/01-31/12/2023
01/01-31/12/2022
Amounts in € '000
Fees and
other
expenses
to third
parties
Wages,
salaries
and social
security
costs
Other
expenses
Total
Fees and
other
expenses
to third
parties
Wages,
salaries
and social
security
costs
Other
expenses
Total
Wages, retirement and other employee benefits
-
1,371
-
1,371
-
1,412
-
1,412
Third party expenses
806
-
454
1,260
570
-
454
1,024
Third party benefits
-
-
38
38
-
-
41
41
Leases
-
-
18
18
-
-
42
42
Taxes & Duties
-
-
6
6
-
-
6
6
Insurance
-
-
187
187
-
-
494
494
Repairs and maintenance
-
-
241
241
-
-
207
207
Other advertising and promotion expenses
12
-
-
12
-
-
-
-
Other expenses
6
-
168
174
4
-
135
139
Total
824
1,371
1,112
3,307
574
1,412
1,379
3,365
The amounts recognized in the Income Statement of the Group and the Company due to the defined
pension benefit plans stand at € 18
k (01/01-
31/12/2022: € 17k). The amounts are included in the item
“Wages, retirement and other employee benefits” presented in the above table.
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 99
30
OTHER OPERATING INCOME
The Group’s and the Company’s other operating income is analyzed as follows
:
THE GROUP
Amounts in € '000
01/01-31/12/2023
01/01-31/12/2022
Income from reversal of unrealized provisions
410
1,086
Income from services provided
-
5
Other income
1,094
1,238
Other operating income from continuing operations
1,504
2,329
Other operating income from discontinued operations
148
4,550
Total other operating income
1,652
6,879
THE COMPANY
Amounts in € '000
01/01-31/12/2023
01/01-31/12/2022
Income from services provided
96
-
Rent income
1
1
Other income
3
-
Total other operating income
100
1
31
OTHER OPERATING EXPENSES
The other operating expenses for the Group are presented as follows:
THE GROUP
Amounts in € '000
01/01-31/12/2023
01/01-31/12/2022
Real estate tax and other taxes
879
1,223
Other expenses
5
64
Other operating expenses from continuing operations
884
1,287
Other operating expenses from discontinued operations
-
-
Total other operating expenses
884
1,287
32
OTHER FINANCIAL RESULTS
The Group’s and the Company’s other financial results are analyzed as follows
:
THE GROUP
Amounts in € '000
01/01-31/12/2023
01/01-31/12/2022
Profit / (loss) from financial instruments measured at fair value
through profit/loss
120
224
Profit / (loss) from the sale of financial instruments measured at
fair value through P&L
508
21
Fair value adjustments Investment properties
105
(4,735)
Gains from loan derecognition
16,178
-
Foreign exchange profit/(loss)
3
6
Profit/(Loss) on sale of investment property, property, plant and
equipment and intangible assets
21
103
Other financial results
56
7,791
Other financial results income from continuing operations
16,991
3,410
Other financial results income from discontinued operations
113,440
29,633
Total of other financial results
130,431
33,043
The “Other financial results” of the Group include the profit from derecognition of the MIG loan
obligations amounting to
€
16,178k (see Notes 8.1 and 12). The results of the comparative period
include profit from modification/restructuring of RKB borrowing amounting to € 5,331k.
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 100
THE COMPANY
Amounts in € '000
01/01-31/12/2023
01/01-31/12/2022
Gains/(losses) from sale of subsidiaries and associates
84,300
-
Impairment losses of investments and other assets
(83)
(84)
Profits from reversal of impairment
128
422
Total income/(expenses) from investments in subsidiaries &
other financial assets
84,345
338
Fair value profit/(loss) of financial assets at fair value through
P&L
121
210
Profit/(loss) from sale of financial assets at fair value through
P&L
508
21
Income from dividends
61
-
Foreign exchange profit/(loss)
(1)
(1)
Total income/(expenses) from financial assets at fair value
through profit or loss
689
230
Οther financial results
16,178
2,330
Profit from sale
of subsidiaries and associates include the profit from the sale of ATTICA of € 84,300k
(see Note 12).
33
FINANCIAL EXPENSES
The Group’s and the Company’s financial expenses are analyzed as follows
:
THE GROUP
THE COMPANY
Amounts in € '000
01/01-
31/12/2023
01/01-
31/12/2022
01/01-
31/12/2023
01/01-
31/12/2022
Interest expenses from long-term loans
3,605
3,349
-
-
Interest expenses from bonds
9,579
21,191
9,579
21,191
Interest expense of rights of use
13
22
13
21
Other interest related expenses
36
56
21
37
Financial expenses from continuing operations
13,233
24,618
9,613
21,249
Financial expenses from discontinued operations
8,300
20,243
-
-
Total financial expenses
21,533
44,861
9,613
21,249
34
FINANCIAL INCOME
The Group’s and the Company’s financia
l income is analyzed as follows:
THE GROUP
THE COMPANY
Amounts in € '000
01/01-
31/12/2023
01/01-
31/12/2022
01/01-
31/12/2023
01/01-
31/12/2022
Bank interest
221
90
118
-
Interest from customers
6
50
-
-
Other interest related incomes
66
-
66
-
Financial income from continuing operations
293
140
184
-
Financial income from discontinued operations
105
250
-
-
Total financial income
398
390
184
-
35
INCOME TAX
Income tax (from both - continuing and discontinued operations) presented in the Financial
Statements is analyzed for both the Company and the Group as follows:
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 101
THE GROUP
THE COMPANY
Amounts in € '000
01/01-31/12/2023
01/01-31/12/2022
01/01-31/12/2023
01/01-31/12/2022
Total income tax from continuing operations
-
-
-
-
Income tax from discontinued operations
67
435
Total income tax
67
435
-
-
Reconciliation of the income tax amount - as defined by applying the Greek tax rate to the income
before tax - is summarized as follows:
THE GROUP
THE COMPANY
Amounts in € '000
01/01-31/12/2023
01/01-31/12/2022
01/01-31/12/2023
01/01-31/12/2022
Losses before income tax from continuing operations
3,997
(22,092)
88,318
(21,974)
Nominal Tax rate
22%
22%
22%
22%
Presumed tax on income
879
(4,860)
19,430
(4,834)
Tax adjustments in respect of:
Offset due to accumulated losses from previous
financial years
(970)
-
(19,507)
-
Losses of the year for which was not recognized
deferred tax asset
22
4,767
-
4,714
Non-tax deductible expenses
82
120
82
120
Effect from differences in tax rates of foreign
subsidiaries
(8)
(27)
-
-
Other
(5)
-
(5)
-
Total tax from continuing operations
-
-
-
-
The Group and the Company have a contingent liability for additional penalties and taxes from the
tax non-audited years for which sufficient provisions have been made (see Note 39.4). The tax
unaudited years of the Company and consolidated companies of the Group are presented in Note 2.
The tax rate applied to Greek companies for 2023 and 2022 stands at 22%.
36
EARNINGS PER SHARE
Basic earnings per share for the period 01/01-31/12/2023 and for the respective comparable period
for continuing and discontinued operations were calculated as follows:
THE GROUP
THE COMPANY
(a) Basic earnings/(loss) per share
(amounts in € '000)
01/01-31/12/2023
01/01-31/12/2022
01/01-31/12/2023
01/01-31/12/2022
Profit/(Loss)
Profit/(loss) attributable to owners of the parent
company from continuing operations
3,997
(22,092)
88,318
(21,974)
Profit/(loss) attributable to owners of the parent
company from discontinued operations
100,875
13,110
-
-
Profit/(loss) attributable to owners of the parent
company for the purposes of basic earnings per
share
104,872
(8,982)
88,318
(21,974)
Number of shares
Weight average number of shares for the basic
earnings/(loss) per share
31,317,025
31,317,025
31,317,025
31,317,025
Basic earnings/(loss) per share (€ per share) from
continuing operations
0.1276
(0.7054)
2.8201
(0.7017)
Basic earnings/(loss) per share (€
per share) from
discontinued operations
3.2211
0.4186
-
-
Basic earnings/(loss) per share (€ per share)
3.3487
(0.2868)
2.8201
(0.7017)
The Re-iterative Extraordinary General Meeting of the Company's shareholders held on 03/03/2023
resolved to merge/reduce (reverse split) the number of shares without altering the Company’s share
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 102
capital, at the ratio of one (1) new share for every thirty (30) existing shares via increasing the nominal
value of each share from €
0.10 to €
3.00. Following the above, the Company's registered shares
amount to 31.317.025. As part of this change, the calculation of basic and diluted earnings per share
has been adjusted retrospectively for all periods presented.
At the beginning of the period, the Convertible Securities of the CBL of the Company are a class of
potential share securities which could reduce earnings per share. It is considered that the convertible
securities have been converted to common shares and the net profit or loss is adjusted in order to
eliminate interest expenses. These securities were derecognized on 12/05/2023 in the context of the
exchange of all the bond loans owned and issued by MIG, with all the direct and indirect participation
of the Company in ATTICA. To facilitate the calculation of diluted earnings per share, the potential
share securities were weighted and considered for the period in effect.
Diluted earnings per share for the period 01/01-31/12/2023 and the respective comparable period
regarding continuing and discontinued operations were calculated as follows:
THE GROUP
THE COMPANY
(b) Diluted earnings/(loss) per share
(amounts in € '000)
01/01-
31/12/2023
01/01-31/12/2022
01/01-
31/12/2023
01/01-31/12/2022
Profit/(Loss)
Profit/(loss) attributable to owners of the parent
company from continuing operations
3,997
(22,092)
88,318
(21,974)
Profit/(loss) attributable to owners of the parent
company from discontinued operations
100,875
13,110
-
-
Profit/(loss) attributable to owners of the parent
company for the purposes of diluted earnings per
share
104,872
(8,982)
88,318
(21,974)
Interest expense of convertible bonds
3,398
7,552
3,398
7,552
Number of shares
Weight average number of shares for the basic
earnings/(loss) per share
31,317,025
31,317,025
31,317,025
31,317,025
Effect of dilution
Plus: Increase in number of shares from due to probable
exercise of convertible bonds
195,085,887
535,202,485
195,085,887
535,202,485
Weight average number of shares for the diluted
earnings/(loss) per share
226,402,912
566,519,510
226,402,912
566,519,510
Diluted earnings/(loss) per share (€ per share) from
continuing operations
0.0327
(0.0257)
0.4051
(0.0255)
Diluted earnings/(loss) per share (€ per share)
from
discontinued operations
0.4456
0.0231
-
-
Diluted earnings/(loss) per share (€ per share)
0.4782
(0.0025)
0.4051
(0.0255)
37
ANALYSIS OF TAX EFFECTS ON OTHER COMPREHENSIVE INCOME
The tax effect of other comprehensive income on the Group and the Company is analyzed as follows:
THE GROUP
31/12/2023
31/12/2022
Amounts in €'000
Before
tax
amount
Tax
(expense)
/benefit
Net of
tax
amount
Before
tax
amount
Tax
(expense)
/benefit
Net of tax
amount
Exchange differences on translating foreign
operations
2
-
2
(23)
-
(23)
Exchange gain/(loss) on disposal of foreign
operations recognised in profit or loss
64
-
64
-
-
-
Cash flow hedging
5,287
-
5,287
(10,178)
-
(10,178)
Remeasurements of defined benefit pension plans
(2)
-
(2)
(7)
-
(7)
Other comprehensive income/(expenses)
5,351
-
5,351
(10,208)
-
(10,208)
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 103
THE COMPANY
31/12/2023
31/12/2022
Amounts in €'000
Before
tax
amount
Tax
(expense)
/benefit
Net of
tax
amount
Before
tax
amount
Tax
(expense)
/benefit
Net of tax
amount
Remeasurements of defined benefit pension plans
(2)
-
(2)
1
-
1
Other comprehensive income/(expenses)
(2)
-
(2)
1
-
1
38
RELATED PARTIES TRANSACTIONS
The transaction between the Company and "STRIX Holdings L.P." for the exchange of the direct and
indirect shareholding (through MIG SHIPPING) in ATTICA (79.383%) and the Company's total bond
loans in full and complete repayment, which was completed on 12/05/2023, constitutes a related party
transaction under IAS 24. The effect of this transaction on the financial statements of the Group and
the Company is analyzed in Notes 8.1 and 12.
The Company's other transactions and balances with related parties in compliance with the provisions
of IAS 24 are presented below.
38.1
Company’s transactions with subsidiaries
a) Asset accounts
THE COMPANY
Amounts in € '000
31/12/2023
31/12/2022
Other long-term receivables
95,866
250,236
Other receivables
8
-
Total
95,874
250,236
b) Income
THE COMPANY
Amounts in € '000
01/01-31/12/2023
01/01-31/12/2022
Other income
97
1
Total
97
1
38.2
Transactions with other related parties
a) Asset accounts
THE GROUP
THE COMPANY
Amounts in € '000
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Cash, cash equivalents & restricted cash
5,444
9,870
5,379
9,776
Other receivables
5
-
3
-
Discontinued operations
-
56,757
-
-
Total
5,449
66,627
5,382
9,776
b) Liability accounts
THE GROUP
THE COMPANY
Amounts in € '000
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Trade and other payables
4
3
4
3
Borrowings
88,348
89,103
-
-
Discontinued operations
-
185,844
-
-
Total
88,352
274,950
4
3
c) Income
THE GROUP
THE COMPANY
Amounts in € '000
01/01-31/12/2023
01/01-31/12/2022
01/01-31/12/2023
01/01-31/12/2022
Other income
13
-
-
-
Financial income
102
1
101
-
Discontinued operations
1,272
1,827
-
-
Total
1,387
1,828
101
-
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 104
d) Expenses
THE GROUP
THE COMPANY
Amounts in € '000
01/01-31/12/2023
01/01-31/12/2022
01/01-31/12/2023
01/01-31/12/2022
Other expenses
16
17
16
17
Financial expenses
2,371
8,354
1
6,026
Discontinued operations
3,351
8,034
-
-
Total
5,738
16,405
17
6,043
38.3
Group’s
companies eliminated transactions
THE GROUP
Amounts in € '000
31/12/2023
31/12/2022
Assets
95,874
250,236
Liabilities
(95,874)
(250,236)
Total
-
-
THE GROUP
Amounts in € '000
01/01-31/12/2023
01/01-31/12/2022
Operating income
97
1
Operating expenses
(97)
(1)
Total
-
-
38.4
The most significant transactions and outstanding balances of the Company and the
Group
The most significant transactions and outstanding balances between the Company and related parties
on 31/12/2023, in compliance with the provisions of IAS 24, are as follows:
Amounts in € '000
ASSETS
LIABILITIES
INCOME
EXPENSES
MIG MEDIA S.A.
Subsidiary
-
-
1
-
JSC ROBNE KUCE BEOGRAD (RKB)
Subsidiary
95,874
-
96
-
PIRAEUS FINANCIAL HOLDINGS
GROUP
Parent company
through its 100%
subsidiary Piraeus
Bank
5,382
4
101
17
TOTAL
101,256
4
198
17
The most significant transactions and the outstanding balances between the Group and related parties
on 31/12/2023, in compliance with the provisions of IAS 24, are as follows:
Amounts in € '000
ASSETS
LIABILITIES
INCOME
EXPENSES
Associates and related companies of
ATTICA group
Associates and other
related companies-
Discontinued
operations
-
-
1,248
307
PIRAEUS FINANCIAL HOLDINGS
GROUP
Parent company
through its 100%
subsidiary Piraeus
Bank
5,449
88,352
115
2,387
PIRAEUS FINANCIAL HOLDINGS
GROUP (transactions with discontinued
operations)
Parent company
through its 100%
subsidiary Piraeus
Bank
-
-
24
3,044
5,449
88,352
1,387
5,738
38.5
Management remuneration
The remuneration of the BoD members and the executives of the Group includes gross salaries, fees,
social security cost, indemnities and other costs and amounts to € 1.2 m for 2023 and € 1.1 m for
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 105
2022 (Company: € 0.9 m for 2023, € 0.8 m for 2022). Also, according to the decisions of the General
Assemblies, provisions for benefits following termination of employment amount to € 0.007 m for
2023 and € 0.006 m for 2022 (Company: € 0.007 m for 2023, €
0.006 m for 2022).
No loans have been provided to the executives of the Group (and their families).
39
CONTINGENT LIABILITIES
39.1
Guarantees
MIG Group had no contingent liabilities as at 31/12/2023.
39.2
Encumbrances
RKB has pledged its investment properties as collateral for its loans, amounting to € 204,091k
(31/12/2022: € 203,672k).
39.3
Court cases
The Company and its subsidiaries (under their property as defendant and plaintiff) are involved in
various court cases during their normal operations. The Group makes provisions in the Financial
Statements in respect to the pending court cases when it is probable that cash outflows will be required
in order to settle the liability and this amount can be estimated reliably.
The Group as of 31/12/2023 and 31/12/2022 has made no provision in respect to court cases. The
Management as well as the legal advisors estimate that the outstanding cases, apart from those already
provided for, are to be settled without a significant nega
tive impact on the Group’s or Company’s
consolidated financial position or on their operating results.
CPB’s Lawsuit against MIG:
Further to MIG’s appeal against the Republic of Cyprus before the International Arbitration Tribunal,
claiming the amount of € 824 m plus interest and additional damages relating to its investment in
CPB, the State-owned bank CPB, which has been under resolution since 2013 and under liquidation
since 2022, filed a lawsuit against MIG (thus
placing it as the 12
th
defendant in a lawsuit already
filed against 11 persons, among which Mr. A. Vgenopoulos and Messrs. Bouloutas and Magiras)
before the Cypriot cour
ts claiming an amount of over € 2 m without specifying a priori the subject of
the claim, “reserving its right to specify its
allegations and damages at a later stage”.
On 08/05/2013 an Interim Order (Interim Measures) was issued unilaterally (ex parte), inter alia
ordering and forbidding MIG, until a new order is issued by the Court, from transferring to or in favor
of A. Vgenopoulos, E. Bouloutas and K. Magiras, any assets (kept on their account or to their benefit),
including monies, except if the total value of their assets without incumbencies and other securities
(“unencumbered value”) exceeded the amount of € 3.79 billion.
This Order became absolute until the
termination of the trial or until an opposite order of the Cour, by an interim decision of the Court
dated 23/05/2014.
On 06/06/2014 appeals were filed by the defendants who filed the opposition against (the interim
decision/order dated 23/05/2014 on the opposition against the interim order application. The hearing
of the appeals took place on 22/09/2021 with pleadings but for procedural reasons, there had to be a
re-hearing. The Nicosia Supreme Court, under new composition, adopted the existing pleading
outlines and eventually, by a decision dated 13/09/2023, it cancelled (set aside) the Interim Orders in
their entirety as illegally issued ex parte, for lack of urgency reasons required procedurally to that
end according to Law.
It is hereby noted that CPB has initiated proceedings for the declaration of enforceability in Greece
and in England, of the freezing order dated 23/05/2014, which does not turn against MIG’s assets. By
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 106
decision no. 27/2016 of the Athens one-member Court of First Instance (Voluntary Procedure) the
above order was declared enforceable in Greece, as explicitly mentioned in the said decision of the
Athens Court of First Instance. Against this decision MIG (together with A. Vgenopoulos, E.
Bouloutas and K. Magiras) filed an Appeal before the Athens three-member Court of Appeal
(Contentious Jurisdiction) which was finally rejected by decision no. 983/2017 of the Athens three-
member Court of Appeal. MIG has filed before the Supreme Court an application for cassation against
said decision for which no fixed date of hearing has been set. The other defendants have also filed
applications for cassation.
MIG is currently exploring whether, further to the cancellation of the
orders by the decision of the Nicosia Supreme Court dated 13/09/2023 it is necessary to proceed to
any procedural actions for the withdrawal or revocation of any decisions issued by the Greek courts
regarding the enforceability of the cancelled orders in Greece.
Furthermore, by Order of Judge Leslie of High Court of Justice in England and Wales, Queen’s Bench
Division, dated 26/02/2015, the above order of the Nicosia District Court was declared enforceable
in England and Wales. Upon CPB’s relevant application a de
cision on interim measures was issued
according to the provisions of article 47(2) and (3) of Regulation 44/2001 of the Council, which does
not concern MIG’s assets. MIG together with the above defendants has challenged the above Order
of Judge Leslie by filing an appeal, the hearing of which has been adjourned by consecutive orders
of the Court until 31/1/2024. MIG is currently exploring whether, further to the cancellation of the
orders by the decision of the Nicosia Supreme Court dated 13/09/2023 it is necessary to proceed to
any procedural actions for the withdrawal or revocation of any court decisions relating to the
enforceability of the cancelled orders in England and Wales.
On 17/07/2014 MIG filed a set aside application due to lack of jurisdiction of the District Court of
Nicosia against which CPB filed an opposition. On 31/01/2017 the Court issued a decision according
to which the Court accepted its jurisdiction without examining the individual requests and allegations
of the applicants, among which the request for a preliminary ruling of the Court of European Union
on the matter. On 14/02/2017 MIG and E. Bouloutas and K. Magiras filed appeals against the above
decision. On 13/11/2023 the defendants filed their pleading outline on the appeals and CPB filed its
own pleading outline on 16/02/2024. The appeals are expected to be set for hearing within the next
months.
On 15/05/2015 CPB filed an application to amend the statement of claim and MIG, filed an opposition
against said application. The Court with its interim decision dated 08/09/2015, allowed the
amendment of the statement of claim which was filed on the same day. By reserving its position on
numerous matters, CPB specifies the amount of damages incurred to € 3.99 billion.
The Company and other defendants filed their defense on 16/05/2022 and 29/06/2022.After
successive adjournments, the lawsuit has been fixed for directions on 20/03/2024. CPB was instructed
by the Court to file its Reply to the Statement of Defence of the defendants until then.
The Company still considers that the obvious aim of CPB’s lawsuit against MIG was the defense of
the Republic of Cyprus in the international arbitration. Despite the lapse of time longer than a decade
since the filing of the lawsuit, the case continues to be at an initial procedural stage and its outcome
still cannot be assessed
according to MIG’s legal advisors
, as there are great gaps in terms of both
illegal acts or omissions and damages, taking into consideration all the circumstances surrounding
the case, including other parallel proceedings.
Taking into account the analysis of the legal advisors of the Company, as presented in summary
above, the Management estimates that there is no present commitment as defined by IAS 37.
Lawsuit of 1. “Elma Holdings Public Co Ltd”, 2. “Liberty Life Insurance Public Company Ltd”,
3. “Dodoni Portfolio Investments Public Company Limited” and 4. “Jupiter Portfolio
Investments Public Company Limited” vs, inter alia, MIG before the Cypriot court
s.
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 107
The claimants have turned not only against MIG but also against CPB, the former members of the
Board of Directors of “Bank of Cyprus Public Company Ltd”, “Dubai Financial Limited Liability
Company”, “Deutsche Bank A.G. London Branch”, “PricewaterhouseCoopers Ltd”, “Grant Thornton
(Cyprus) Ltd”, and the Central Bank of Cyprus by a lawsuit filed before the Nicosia District Court on
18/06/2015. The claimants request compensation for damages allegedly caused by acts or/and
omissions of the Board of Directors of CPB and by conspiracy among the Company and other
defendants, which led the CPB into a resolution regime and/or termination of its operations and /or
collapse and/or bankruptcy without however making references to specific acts or omissions. The
total amo
unt of the requested compensation comes to € 39 m plus interests and costs.
The Company had been informed on the intention of claimants 1, 3 and 4 to withdraw unreservedly
their lawsuit and that claimant 2 had been put under liquidation and its liquidator did not intend to
take any action with regard to the continuation of the lawsuit. The Company had agreed with the
withdrawal of the lawsuit. However, the lawsuit was eventually rejected on 12/04/2023 as the
claimants did not comply with the deadline fixed by the Registry for the filing of their Statement of
Claim. Consequently, the understanding regarding its withdrawal became objectless.
Other Potential Liabilities
1.
On 09/11/2018 the Company completed the transfer of its total stake, direct and indirect, in
“DIAGNOSTIKON KAI THERAPEFTIKON KENTRON ATHINON HYGEIA A.E.” (“HYGEIA”)
to HELLENIC HEALTHCARE SINGLE-PERSON HOLDINGS S.A. (the Buyer). According to
individual terms and conditions of the sale and purchase agreement, the Company has assumed
towards the Buyer, inter alia, the liability of HYGEIA, MITERA and/or LETO deriving from or in
connection with litigation concerning malpractice, professional liability and similar cases, provided
that the event or circumstances which caused the initiation of the relevant proceeding refers to a date
on or prior to 09/11/2018. The Company is liable for any amount that HYGEIA, MITERA and/or
LETO may be required to assume, compensate or pay pursuant to an enforceable court judgment or
out of court settlement, to the extent that such amount exceeds (i) the amount of provisions
specifically made for each of HYGEIA, MITERA and LETO in the Annual Financial Statements on
31/12/2017; and (ii) any amount that such company has actually received as beneficiary pursuant to
a valid insurance policy. The Buyer shall keep the Company informed of any material developments
in relation to a matter giving rise to an indemnified liability and the Company shall give to the Buyer
whatever reasonable assistance the Buyer may reasonably require in mitigating, settling, disputing
etc. any relevant third party claim. It is hereby noted that the Company is no longer liable for damages
that may arise from or in relation to any breach of warranties included in the sale and purchase
agreement, excluding those relating to real estate assets and tax issues of HYGEIA group.
So far the Company has received no notice of any developments that could trigger any liability.
2.
On 11/01/2021 the transfer of the entire direct and indirect participation of the Company in
“SINGULARLOGIC INFORMATION SYSTEMS AND SOFTWAREW APPLICATIONS
SOCIETE
ANONYME” (“
SINGULARLOGIC
”)
to the companies “SPACE HELLAS S.A” and “EPSILON NET
S.A”. According to the specific terms of the share purchase agreement
(SPA), the Company has
undertaken, among other things, the responsibility for any deviations from its warranty statements to
the buyers. In particular, it has been provided that the sellers are liable for third party claims and any
taxes, fees, levies, fines or surcharges that may be imposed on the SINGULARLOGIC group,
provided that the above relates to the period until the signing of the SPA and does not appear as a
liability or there is no relevant provision for them in the annual financial statements of
SINGULARLOGIC dated 31/12/2019, provided they are notified in writing and in time in order to be
able to take legal action. In relation to
the disputed claims of SINGULARLOGIC against “OSE S.A.”
amou
nting to € 3,783,238 plus interest and expenses, the
SPA includes a special clause. The liability
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 108
of the Company stands in principle for 4 years, with the exception of any additional financial
obligations arising from the tax or insurance legislation, for which the liability stands until the
statutory time of limitations expires, and the maximum total amount of liability has now decreased to
€ 2
,000,000 for all liability cases.
The buyers have notified the Company of contingent liabilities, or matters that could result in
contingent liabilities, of SINGULARLOGIC towards third parties. The Company considers that there
is no basis for its liability with regard to the notified cases, as specifically provided in the SPA, except
from one case for which it accepted its liability on certain conditions for a maximum amount of
€52,153. This amount is included in the maximum limit of liability provided in the SPA and it will
be paid only if
MIG’s liability exceeds in total the amount of €
500,000, as also specifically provided
in the SPA.
3.
On 30/03/2021 the transfer of the entire participation of the Company in
“
VIVARTIA
HOLDINGS S.A.” (“VIVARTIA”) to “VENETIKO HOLDINGS SINGLE MEMBER S.A.”, i.e. an
entity controlled by the investment funds of “CVC CAPITAL PARTNERS”, was completed.
According to the individual terms of sale and purchase, the Company has assumed, among other
things, the responsibility for the accuracy and completeness of the information that has been disclosed
to the buyer. For certain fundamental warranties (power to sell the shares, lawful issue and payment
of shares of VIVARTIA group companies, non-
occurrence of an insolvency event), the seller’s
liability is unlimited, but it is considered unlikely to arise.
In other respects, liability for any breach
of other warranties (in relation to corporate documents, compliance with law, operating permits,
insurance and other contracts, customers and suppliers, pending litigation and other proceedings,
fixed assets, intellectual property rights etc.) is subject to qualitative and quantitative restrictions and
in any case it may not exceed 30% of the total transaction price. With regard to issues relating to real
estate assets of VIVARTIA group the Company shall not be liable unless it has received a relevant
notification from the Buyer until 30/06/2026 or with regard to tax issues latest on the date falling 3
months after the lapse of the statute of limitations provided by law.
So far the Company has received no notice of any developments that could trigger any liability.
It is hereby noted that the liability for all other issues (i.e. other than real estate and tax related issues)
has already expired, as no notification had been received until 30/06/2023.
Pending cases of RKB
MIG's 100% subsidiary RKB is involved in its capacity as plaintiff or defendant in various court cases
within the scope of its normal business. RKB carries out the prescribed accounting treatments
regarding the pending court cases based on the opinion of its legal advisors. RKB Management and
its legal advisors anticipate that the outcome of the pending cases will not have a material effect on
RKB's financial condition
.
39.4
Contingent tax obligations
The Group’s tax obligations are not conclusive, since there are non
-tax audited financial years, as
analyzed in Note 2 to the Financial Statements for the year ended on 31/12/2023. For the non-tax
audited financial years there is a probability that additional taxes and surcharges will be imposed
when they are assessed and finalized. The Group assesses on an annual basis its contingent liabilities
which may result from tax audits of preceding financial years, by forming provisions where it is
deemed necessary. The Group has made no provisions for non-tax audited financial years as at
31/12/2023 and 31/12/2022.
The Management considers that apart from the provisions that have already been made, potentially
arising tax amounts will not have any significant effect on equity, Profit/Loss and on cash flows of
the Group and the Company.
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 109
Tax Compliance Report:
For the years 2011- 2022, the Group companies operating in Greece and subject to tax audits by
Chartered Accountants in accordance with paragraph 5 of Article 82 of Law 2238/1994 and in
compliance with the provisions of Article 65
Α
par. 1, Law 4174/2013, received a Certificate of Tax
Compliance without any substantial differences. Under the Circular POL 1006/2016, the companies
that have been subject to this special tax audit are not exempted from the statutory audit of the
competent tax authorities. The Management of the Group estimates that in case such audits are carried
out by the Tax Authorities in the future, no additional tax differences will arise with a significant
effect on the Financial Statements.
Regarding the financial year 2023, the special audit for the issue of the Certificate of Tax Compliance
is currently in progress and the relevant tax certificates are expected to be issued following the
publication of the annual Financial Statements for FY 2023. Should any additional tax liabilities arise
till the finalization of the tax audit, it is estimated that they will not have a material effect on the
Financial Statements.
40
FAIR VALUE OF FINANCIAL INSTRUMENTS
40.1
Measurement of fair value of financial instruments
Financial instruments levels analysis
Financial assets and financial liabilities measured at fair value in the Statement of Financial Position
of the Group and the Company are classified under the following 3 level hierarchy in order to
determine and disclose the fair value of financial instruments per valuation technique:
•
Level 1:
Investments that are valued at fair value based on quoted (unadjusted) prices in active
markets for comparable assets or liabilities.
•
Level 2:
Investments that are valued at fair value, using valuation techniques for which all
inputs that significantly affect the fair value, are based (either directly or indirectly) on
observable market data.
•
Level 3:
Investments that are valued at fair value, using valuation techniques, in which the
data that significantly affects the fair value, is not based on observable market data. This level
includes investments where the determination of the fair value is based on unobservable
market data (five years business plan), using however additional observable market data (Beta,
Net Debt / Enterprise Value of identical firms in the specific segment such as those included
in the WACC calculation).
The following tables reflect the Group financial assets and liabilities measured at fair value on a
recurring basis on 31/12/2023 and 31/12/2022:
THE GROUP
31/12/2023
31/12/2022
Financial assets
Fair value measurement
at the end of the
reporting year using
Fair value measurement
at the end of the
reporting year using
Amounts in € '000
Level 1
Level 1
Financial assets measured at fair value through P&L
- Securities
3,982
531
- Bonds
1,790
-
Total financial assets
5,772
531
Total financial liabilities
-
-
Net fair value
5,772
531
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 110
There were no transfers between Levels 1 and 2 during financial years 2023 and 2022.
Investment portfolio and other investments at fair value through profit and loss
Investments in listed shares in domestic and foreign stock markets are valued based on the quoted
market prices of these shares. Investments in unquoted shares are valued based on widely accepted
valuation models which sometimes incorporate data based on observable market inputs and sometimes
are based on unobservable data.
40.2
Measurement of fair value of non-financial assets
The following table presents non-financial assets of the Group measured at fair value on a recurring
basis on 31/12/2023 and 31/12/2022:
31/12/2023
31/12/2022
Fair value
measurement at end
of the reporting year
Fair value
measurement at end
of the reporting year
Amounts in € '000
Level 3
Level 3
Investment Property
- Buildings in Serbia
204,091
203,672
Total non-financial assets
204,091
203,672
The fair value of the Group's level 3 investment property is determined based on the relative appraisal
conducted by an independent real estate appraisal firm. The most significant inputs, unobservable in
their entirety, are the estimated rental value and the discount rate. The estimated fair value increases
if the estimated rental increases or if the discount rate (market yields) decreases. Total appraisals are
sensitive to all two assumptions and these inputs are interdependent. The inputs used under the
appraisals as at 31/12/2023 and 31/12/2022 are as follows:
31/12/2023
31/12/2022
Assumptions
Balkans
Balkans
Rental value
€ 2
.5-
€ 90 / sqm
€ 2
.5-
€ 90 / sqm
Discount rate
8.14%-14.14%
7.89%-13.89%
41
RISK MANAGEMENT POLICIES
Each of MIG’s investments is exposed to specific risks. The
eventual occurrence of any of these risks
for one or more investments may affect the overall value of
MIG’s portfolio
leading to a reassessment
of the
Group’s
strategic objectives.
Τ
he Company and the Group are exposed to risks pertaining to decrease in value of real estate,
currencies, financing and interest rates, credit and liquidity. The Group reviews and assesses
periodically its exposure to the risks
cited above on a combined or on a case by case basis
.
The evaluation and assessment of the risks faced by the Company and the Group are conducted by
the Management. The main aim is to monitor and assess all the risks to which the Company and Group
are exposed through their business and investment activities. As at December 31, 2023, the Group
has not identified any significant risks caused by climate change related issues that could have a
negative and material impact on the Group's financial statements. Management continuously assesses
the impact of climate change related issues.
The Group uses several financial instruments and pursues specialized strategies to limit its exposure
to changes in the values of investments that may result from market volatility, including changes in
prevailing interest rates and currency exchange rates
.
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 111
41.1
Changes in real estate values (price risk)
The Group is exposed to price risk due to changes in the real estate values and the rents. A negative
change in both
the portfolio’s real estate fair value and the rental income affects the Group's financial
position and, more specifically, its assets and profitability.
Factors affecting the value of real estate include, among others, the geographical location and
commerciality of the property and the general business activity of the area in which each property is
located. The Group's investment properties are generally located in prime commercial locations and
areas. It is to be noted that the properties in the portfolio are periodically valued by an independent
certified appraiser.
Regarding the risk of a decrease in rental prices due to market conditions, the Group enters into long-
term lease contracts which include annual rent adjustments based on the Consumer Price Index.
41.2
Currency risk
Euro is the Group’s functional currency. The Group operates in foreign countries and, therefore, is
exposed to currency risk. This type of risk mainly arises from current or future cash flows in foreign
currency. The largest
percentage of MIG’s and the Group’s revenues and expenses are Euro
denominated. Likewise, the largest percentage of the Company’s investments is denominated in Euro.
The Group’s investment in the Serbian RKB is not exposed to significant FX risk since the majority
of its assets (investment properties) are denominated in Euro and the major part of the inflows
associated with these assets is also in Euro
.
The analysis of the Group’s financial assets and liabilities per currency converted in Euro as at
31/12/2023 and 31/12/2022 is presented as follows:
THE GROUP
31/12/2023
31/12/2022
Amounts in € '000
RSD
RSD
Notional amounts
Financial assets
705
2,915
Financial liabilities
(986)
(728)
Short-term exposure
(281)
2,187
Financial assets
176
187
Long-term exposure
176
187
The following table shows the FX sensitivity analysis on the Group’s results and equity by taking
into consideration a change in FX rates by +/- 10%.
THE GROUP
10%
-10%
10%
-10%
31/12/2023
31/12/2022
Amounts in € '000
RSD
RSD
Profit for the year (before tax)
(11)
11
237
(237)
Equity
(11)
11
237
(237)
41.3
Financing and interest rate risk
Changes in the international macroeconomic environment affect the course of interest rates. A
potential increase in interest rates increases the debt service costs that the Group maintains its
financing as well as its new terms.
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 112
Bank borrowing is the main source of financing for the Group's investments. The Group's borrowing
rate consists of a fixed margin plus a floating rate (EURIBOR), which depends directly on the level
and changes in interest rates. This fact exposes the Group to cash flow risk in case of increase of the
EURIBOR. The Group’s policy is to
constantly monitor interest rate trends as well as the duration of
its financial needs
.
The table below presents the sensitivity of the Group’s and the Company’s results and equity based
on a reasonable fluctuation in the interest rate in the range of +/- 1%:
THE GROUP
THE COMPANY
1%
-1%
1%
-1%
1%
-1%
1%
-1%
Amounts in € '000
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Profit for the financial year (before tax)
(802)
802
(5,146)
5,146
104
(104)
(4,218)
4,218
Equity
(802)
802
(5,146)
5,146
104
(104)
(4,218)
4,218
41.4
Market risk
The Group's and the Company's risk with respect to financial instruments at fair value through profit
or loss arises from possible adverse changes in the current prices of shares and other securities. On
31/12/2023, the assets exposed to market risk amounted to € 5,772k for the Group and € 5,768k for
the Company respectively. A change of +/-10% in investments whose gains or losses from valuation
are recognized in the income statement and cumulatively in equity, would result in a change of +/-
€
577k for the Group and the Company
.
41.5
Credit risk
Credit risk is the potentially delayed payment to the Group and the Company of current and future
receivables by counterparties.
The assets exposed to credit risk on the statement of Financial Position
as of the reporting date are analyzed as follows:
THE GROUP
THE COMPANY
Amounts in € '000
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Financial assets
Cash and cash equivalents
7,392
15,283
6,362
10,400
Trade and other receivables
1,638
1,643
-
-
Total
9,030
16,926
6,362
10,400
Aiming at minimizing credit risk and bad debts, the Group has set up the appropriate infrastructure
and has adopted efficient monitoring procedures and policies per counterparty based on the
counterparty’s credibility.
•
The Group has set credit limits and specific terms of credit policy for all categories of its
customers. As at 31/12/2023 there is no significant concentration of credit risk in trade and
other receivables, for which sufficient impairment provisions have not been made.
•
The Group performs transactions only with recognized financial institution of adequate credit
rating in order to minimize the credit risk in its available cash and cash equivalents
.
The m
aturity of the Group’s trade receivables as at 31/12/2023 and 31/12/2022 is as follows:
THE GROUP
31/12/2023
31/12/2022
Amounts in € '000
Private Equity
Private Equity
Are delayed but not impaired:
< 90 days
425
522
< 91 - 180 days
33
31
< 181 - 360 days
15
26
> 360 days
8
7
Total
481
586
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 113
41.6
Liquidity risk
Prudent liquidity risk management implies cash adequacy as well as the existence and availability of
necessary funding sources. The Group is managing its liquidity requirements on a daily basis through
systematic monitoring of its short and long-term financial liabilities and through daily monitoring of
the payments made. Furthermore, the Group is constantly monitoring the maturity of its receivables
and payables, in order to maintain a balance between capital continuity and flexibility via its bank
creditability
.
Maturity of financial liabilities as at 31/12/2023 and 31/12/2022 for the Group and the Company is
analyzed as follows:
THE GROUP
31/12/2023
31/12/2022
Amounts in € '000
Short-term
Long-term
Short-term
Long-term
Within 6
months
6 to 12
months
1 to 5
years
More
than 5
years
Within 6
months
6 to 12
months
1 to 5
years
More
than 5
years
Long-term borrowing
79
-
88,269
-
2,148
-
535,409
-
Lease liabilities
82
78
33
-
75
79
193
-
Trade payables
1,266
-
-
-
958
-
-
-
Other short-term-long-term
liabilities
4,708
-
144
-
4,749
-
135
-
Total
6,135
78
88,446
-
7,930
79
535,737
-
THE COMPANY
31/12/2023
31/12/2022
Amounts in € '000
Short-term
Long-term
Short-term
Long-term
Within 6
months
6 to 12
months
1 to 5
years
More
than 5
years
Within 6
months
6 to 12
months
1 to 5
years
More
than 5
years
Long-term borrowing
-
-
-
-
1,314
-
447,140
-
Lease liabilities
75
78
33
-
71
74
186
-
Other short-term-long-term liabilities
2,317
-
-
-
2,373
-
-
-
Total
2,392
78
33
-
3,758
74
447,326
-
The amounts in the table above reflect contractual non-discounted cash flows, which may differ from
the book value of liabilities at the reporting date.
41.7
Capital management policies and procedures
The Group’s objective in terms of capital management is to ensure the Group’s ability to continue as
a going concern and to increase the value of the Company and, consequently, create value for its
shareholders through the value increase of its portfolio companies.
The Group and the Company monitor their capital based on the leverage ratio. This ratio is calculated
by dividing net debt by total capital employed
.
Net borrowings are calculated as
“
Total borrowings" (including "Short and long-term borrowings" as
presented in the Statement of Financial Position) less "Cash and cash equivalents".
Total capital employed is calculated as 'Total equity' as presented in the Statement of Financial
Position plus net borrowings.
The Group’s and the Company’s leverage ratio for fiscal 2023 and 2022 is analyzed as follows
:
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2023
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 114
THE GROUP
THE COMPANY
31/12/2023
31/12/2022
31/12/2023
31/12/2022
Total loan liabilities
91,902
528,020
-
436,597
Less: Cash and cash equivalents
7,392
15,283
6,362
10,400
Net debt
84,510
512,737
(6,362)
426,197
Total equity
121,865
89,603
121,568
33,252
Total capital employed
206,375
602,340
115,206
459,449
Leverage ratio
40.95%
85.12%
-5.52%
92.76%
42
STATEMENT OF FINANCIAL POSITION POST REPORTING DATE EVENTS
Financial Services
MIG
On 26/01/2024 the Company acquired offices of a total useful floor area of 1,128 sq.m. in a
commercial property at 10 Stadiou and Omirou Street in Athens. The purchase price amounted to €
2.8 m (plus taxes and expenses) and was covered by the Company's own funds. The offices are leased
under a long-term lease.
Apart from the aforementioned, there are no events posterior to the Financial Statements, regarding
either the Group or the Company, which may require reference by IFRS.
43
APPROVAL OF FINANCIAL STATEMENTS
The separate and consolidated Financial Statements for the financial year which ended on December
31
st
, 2023 were approved by the Board of Directors of MIG HOLDINGS S.A. on 26/02/2024.
The Chairman of the BoD
The Chief
Executive Officer
The Member of the BoD
Petros Katsoulas
Georgios Efstratiadis
Stavroula Markouli
ID No: ΑΚ159881
ID No:
Α
P076421
ID No:
ΑΒ656863