Toriase Public Company LTD

Annual / Quarterly Financial Statement • Sep 29, 2023

Toriase Public Company Ltd

Consolidated Financial Statements for the year ended 31 December 2022

Contents

	Page
Board of directors and other officers	3
Declaration of the members of the Board of Directors and the company officials responsible for the preparation of the consolidated financial statements	4
Management Repmt	5-9
Auditors' report	10-14
Consolidated Statement of Financial Position	15-16
Consolidated Statement of Profit or Loss	17
Consolidated Statement of Other Comprehensive Income	18
Consolidated Statement of Cash Flows	19-20
Consolidated Statement of Changes in Equity	21-22
Notes to the Consolidated Financial Statements	23-76

Board of Directors

Andreas Kkailis Anna Shipilli

Secretary

Demetrios Tsingis

Independent Auditors

KPMG Limited

Registered Office

24 Peiraios, 1st Floor, Office 101 2023, Strovolos, Nicosia, Cyprus

Toriase Public Company Ltd

DECLARATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE COMPANY OFFICIALS RESPONSIBLE FOR THE PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Article 9 sections (3c) and (7) of the Transparency Requirements (Traded Securities in Regulated Markets) Law 2007 (N 190 (1)/2007) ("the Law") we, the members of the Board of Directors and the Company official responsible for the consolidated financial statements of Toriase Public Company Ltd (the "Company") for the year ended 31 December 2022, on the basis of our knowledge, declare that:

(a) The annual consolidated financial statements of the Group which are presented on pages 15 to 75:

(i) have been prepared in accordance with the applicable International Financial Reporting Standards as adopted by the European Union and the provisions of Article 9, section (4) of the law, and

(ii) provide a true and fair view of the particulars of assets and liabilities, the financial position and profit or loss of the Group and the entities included in the consolidated financial statements as a whole and

(b) The management report provides a fair view of the developments and the performance as well as the financial position of the Group as a whole, together with a description of the main risks and uncertainties which they face.

Members of the Board of Directors:

Andreas Kkailis - Director

Anna Shipilli - Director

Responsible for drafting the financial statements

Andreas Kkailis - Director

1. nna Shopi. D.

Nicosia, 16 August 2023

Management report

The Management of the Company hereby presents its management report for the financial year ended on 31 December 2022.

General information

Toriase Public Company Ltd (the "Company" and together with its consolidated subsidiaries the "Group") hereby presents its audited consolidated financial statements for the year ended Croup ) hereoy presoms to a commercial real estate company, focusing on the ownership, management, improvement and selective acquisition and disposal of properties predominantly in Germany and the United Kingdom.

The Company is a public limited company and has its ordinary shares listed on the Emerging The Company is a public immod vompany and and the Company was incorporated in Cyprus on Companies Market of the Offers Book pay under the Cyprus Companies Law, Cap 113. The 25 April 2016 as a minited masmo, Seins, Ist floor, office 101, 2023, Strovolos, Nicosia, Cyprus.

Important events in 2022 and future developments

A. On 31 December 2020 a subsidiary of the Group has engaged with Aggregate Holdings SA On 51 December 2020 a subsidiary of affect of a group of subsidiaries holding an asset complex in ( ** Berlin ("Project Fürst") through a share deal. The completion of the transaction the conce of Decim ( 110)bet Raide ) for the sale of the shares was settled in cash and financial instruments. The total consideration was ca. EUR 876 million comprising of EUR Infancial instrumonist THE total Sects (EUR 220 million of 5.5% 2024 1 30 million in casil and DOX 720 million in maxerial (20 million Project Aggregate Tronungs BropCo S.a. I November 2023 bonds (the "Non-traded bonds")).

Out of the Non-traded bonds ca. EUR 151 million was settled in cash repayments until 31 Out of the Non traded beholder. He Group sold to a third party the remaining Non-Traded Doodmoor 2021 xil ralue of EUR 336.9 million (which comprises with a Nominal amount of bonds will a book value of Estimated Credit Losses (ECL) of EUR 15.9 million, that were LON 352.6 million and an Louision was EUR 321 million (the "Total Purchase Price").

The difference between the book value of the Non-traded bonds and the Total Purchase Price was recorded as financial expense/loss in the statement of profit or loss.

The Total Purchase Price was settled by an immediate cash payment of ca. EUR 112.3 million The I olar I uronase Frios was betted by in March 2022 and by a deferred payment of ca. EUR windli nas occir rocer rea of Payment") carrying a 2% interest rate. The security package for the Deferred Payment included a full pledge over all the sold Non-traded bonds.

In December 2022, the Group received EUR 162.4 million (including EUR 3.1 million accrued In December 2022, the Group roof vour vour in advance for the unpaid amount of EUR 50 million, representing a rate of 4% p.a.). The remaining outstanding anount of EUR 50 million as of 31 December 2022 was received after the Reporting Date (see Note 29.3).

In September 2022, the Group settled with Aggregate Holdings SA nominal EUR 196 million In Ooptomor 2022, the Call of the Traded bonds through acquisition of an our of the total of nommal DOT 220 muartier Heidestrasse ("QH") project in central Bextin. Childry nording and asset ("QH Core") had a total Gross Asset Value of approximately BUR Opon acquisition, the asset \ Qx Core ] taad i lotar Cross Isses level debt of EUR 130 million 330 minon. Not Assoc Vuld of our 2021 1994 interest, with Euribor capped at 1.2% and maturity in 2030. The asset is newly built, 94% occupied and located in a prime location in Berlin.

The remaining Traded bonds, with a nominal amount of EUR 23 million, were supposed to be settled through the acquisition of the asset QH Spring. In January 2023 the conditions precedent that was agreed in the SPA with Aggregate Holdings SA, were not met and the acquisition was not completed.

B. On 1 June 2022, a US-based investor, Bow Street Special Opportunities XVIII SPV Cayman, LLC (the "Investor") made a 4.18% investment in our indirect subsidiary Vivion Investments S.à r.l., through shares and shareholder loans. Subsequently to its first investment in June, the Group sold 5.82% equity interest in Vivion Investments S.à r.l. and shareholder loans to the Investor. As of the reporting date the Investor holds 10% of the shares and shareholder loans of Vivion Investments S.à r.l.

The Investor Loans bear 5.15%-5.50% annual interest rate, payable in the 10th anniversary year. In addition, the Group may, occasionally at its sole discretion, subject to 7 days' notive, convert the loan into ordinary shares of Vivion Investments S.à r.l.according to a conversion price which reflects the Vivion Investments S.à r.l.'s share capital value based on external valuation report as of the date of conversion. It was also agreed that the Group at its sole discretion has the right to prepay the loan at any time subject to 3 days' notice, or to extend the loan term by additional five years.

Loans from Shareholders, including the Investor, are unsecured and subordinated to the other Group debt to third parties.

• C. During the reporting period the Group performed a buy-back of its own issued unsecured bonds in a nominal amount of EUR 71.9 million (EUR 46.4 million from the 3% 2024 Bonds; EUR 25.5 million from the 3.5% 2025 Bonds), which resulted in a profit of EUR 2.6 million.
• D. In November 2022, the Vivion Investments S.à r.1 established a EUR 1,000 million Euro Medium Term Note Programme (the "EMTN Programme"). The EMTN Programme allows the Group to opportunistically access favorable bond market windows in a timely manner. optimize its long-term cost of funding and provides flexibility to take advantage of potential acquisition opportunities.

Appointment of auditor

KPMG Limited was re-appointed as the auditor of the Company for the financial year ended 31 December 2022.

Future developments

The Group intends to further pursue its strategy of optimizing the portfolio management of its hotel and commercial properties and to optimize its debt maturity profile. The Group's primary strategy is to generate rental income from long-term leases set at stable rental levels, leased to high-quality tenants. The Group strives to maximise this top-line growth through proactive asset management, marketing efforts and leveraging the location of its assets. The implementation of the strategy is sought through vigilant asset management, including control, monitoring and active portfolio management of the Group's real estate portfolio. Through this, the Group aims to protect and further optimize the overall quality and profitability of its portfolio.

Review of the Group's business and financial position

In 2022, the Group's investment properties produced revenues of EUR 252.5 million, an increase of 28% compared to 2021 revenues. The increase was mainly attributable to:

• New acquisitions;
• · New rental agreements and extensions in the German portfolio;
• Indexation of rents across Germany and UK portfolios;
• Increase in hotel income from two London hotels acquired in 2020. This was primarily due to the hotels operating throughout the entirety of 2022, in contrast to 2021 when hotel operations were disrupted due to the COVID-19 pandemic. Furthermore, the recovery of the travel industry post-pandemic lead to higher occupancy rates and increased revenue.
• Upward adjustments of the Service charge income of charges for existing tenants.

The Group recognized revaluation losses of EUR 302 million (-7%) across the portfolio, mainly as a result of market conditions.

The Group's operating expenses in 2022 amounted to EUR 48.2 million (2021: EUR 26.7 million), shows an increase of 81%, mainly as a result of the hotel operations and the new acquisitions completed in 2022 that also positively contributed to the revenues.

General and administrative expenses amounted to EUR 33 million in 2022 compared to EUR 17.8 million in 2021, an absolute increase of EUR 15.2 million, caused mainly by the hotel operations.

Total interest expense to third parties in 2022 amounted to EUR 78 million (2021: EUR 69 million). The increase is mainly driven by the additions of EUR 197 million secured debt and the annualized effect of the 340 million bond tap that occurred in July 2021, and set off by secured debt repayments in the amount of EUR 41.7 million. Furthermore, rising variable interest rates contributed to the increase in the interest expense, although this trend was balanced due to the interest rates hedging instruments. As 97% of total debt is either fixed or hedged through a cap or swap instrument (see Note 13 for more detail on the various interest derivatives), the impact of the rising variable rate on the interest expense was limited.

Interest income from third parties of EUR 18 million relates primarily to the interest received following the disposal of Project Fürst from the Traded and Non-Traded bonds.

Interest expenses on related party loans and on loans from non-controlling interests amount to EUR 51 million (2021: EUR 52 million). Interest expenses on related party loans and loans from DOIC 31 million (2011) 2011 2011 and are only payable on the 10th anniversary year of the loan (see Note 15).

The Group generated an operating profit, adjusted for valuation gains or losses, profit or loss on The Group Bonesults of equity-accounted investees of EUR 171 million (2021: EUR 154 million), an increase of 11.6%. The increase is attributed mainly to the increase in revenues as described above.

As at 31 December 2022, the Group's Investment property portfolio had a fair value of EUR 3,482 million (31 December 2021: EUR 3,588 million) excluding investment property classified as held for sale and a fair value of EUR 3,662 million (31 December 2021: EUR 3,651 million) including investment property classified as held for sale. The changes in the Group's portfolio is attributed mainly to the reclassification of the two London hotels acquired in 2020, from investment property to owner-occupied property, new acquisitions and Capex, set off by devaluation and by currency effect.

As at 31 December 2022, the Group had total Assets of EUR 5,371 million (31 December 2021: EUR 5,393 million).

As at 31 December 2022, the Group had secured loans from credit institutions and third parties in amount of EUR 835 million (31 December 2021: EUR 707 million) and senior unsecured bonds of EUR 1,444 million (as at 31 December 2021: EUR 1,501 million).

The consolidated cash position amounts to EUR 863 million as of 31 December 2022 (31 December 2021: EUR 804 million).

Principal risks and uncertainties

The Group applies policies for overall risk management, and there are Group policies covering specific areas such as credit risk, liquidity risk, market risks, operational risks and more. A more detailed description of financial risk management is available in Note 28 to these consolidated financial statements.

Environmental information

The Company identifies climate change as a risk to its business, not to mention the planet as a whole. By making the objective of climate change mitigation a key driver in long-term strategic decision making, the Company will do its part to address this issue, creating long-term value opportunities in the process.

Environmental factors are integral to the Company's business and are included in the day-to-day business, investment strategy, due diligence process and part of the business plans. The Company continuously seeks for possibilities to improve its sustainable performances over the real estate assets whilst reducing its overall carbon footprint and mitigating climate change risks factors. Environmental risk assessments are regularly conducted, that include all aspects of environmental management.

Geopolitical situation around Russia - Ukraine conflict

On 24 February 2022, the Russian Federation started moving military forces into the Ukraine, initiating a full-scale invasion. As of the date of this report, hostilities continue. In a reaction to the Russian invasion, many countries and organizations have announced sanctions against Russia, Russian companies and individuals. These sanctions have resulted in increased volatility in financial markets and commodities, in particular energy prices. The Group is not directly impacted by the conflict as it has no direct exposure to Ukraine or Russia.

Inflation and Interest rates impact

In 2022 inflationary pressures have increased, particularly on energy costs, which on the one hand side have an impact on the operating costs of the Group, but on the other hand side have been recharged to tenants. Furthermore, high level of inflation has impacted interest rates, which impacted the Group's variable interest loans, although major portion of the loans is hedged with either cap or rate swap instruments to recover the higher interest expenses.

Corporate Governance

The Company has listed shares in Emerging Capital Markets of the Cyprus Stock Exchange (CSE). The CSE has established a Corporate Governance Code ("The Code"). The Company does not apply the Code since it is not mandatory for companies listed on the Emerging Companies Market,

Share capital

As at 31 December 2022 the issued and fully paid share capital of the Company consists of 423,129,955 ordinary shares of EUR 2 each with a nominal value of EUR 846,259,910.

Participation of directors in the company's share capital

As of 31 December 2022, and as at the date of this report, the members board of directors of the Company held 0,003% of the Company's share capital.

Shareholders holding more than 5% of share capital

The persons holding more than 5% of the share capital as of 31 December 2022 and 11 August 2023 (5 days before the date of approval of the financial statements by the Board of Directors) were as follows:

	31 December 2022	11 August 2023
	%	: %
Dorota Limited	51.72	51.72
Thirexio Limited	18.17	18.17

Board of directors

The member of the Company's Board of Directors as of 31 December 2022 and at the date of this report is presented on page 3.

In accordance with the Company's Articles of Association the directors presently members of the Board continues in office.

Important events after the balance sheet date

In January 2023, the Group successfully refinanced a secured debt facility associated with part of its UK portfolio. The outstanding facility as at 31 December 2022 of GBP 254 million (EUR 282 million) has been fully prepaid using its own liquidity and a new GBP 200 million senior secured facility that had been entered into, bearing an interest of 3.95% + 5 year Sonia, maturing in October 2027.

In January 2023, as also described above, the Condition Precedent that were related to the acquisition of QH Development 2 GmbH & Co. KG ("QH Spring") were not met and the acquisition did not occur.

In March 2023, the Group received the remaining EUR 50 million in respect of the Deferred Payment outstanding amount (presented under Other short-term assets) from the sale of the Nontraded bonds. Following this payment there are no more pending Deferred Payments that relate to the sale of the Non-traded bonds.

In addition to the buy-back that was performed in 2022 (as described above), in 2023 the Group performed additional buy-back of its indirect subsidiary, Vivion Investments S.a r.l., issued unsecured bonds in a nominal amount of EUR 32.4 million (EUR 20 million from the 3% 2024 Bonds; EUR 12.4 million from 3.5% 2025 Bond), resulting in a total buy-back of EUR 104.3 million as of the Report date.

By order of the Board of Directors,

Demetrios Tsingis Secretary

Nicosia, 16 August 2023

KPMG Limited Chartered Accountants Millenium Lion House 1 G. Aradippioti Street, 6016 Larnaca, Cyprus P.O. Box 40075, 6300 Larnaca, Cyprus T: +357 24 200000, F: +357 24 200200

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF

Toriase Public Company Ltd

Report on the audit of the consolidated financial statements

Opinion

We have audited the accompanying consolidated financial statements of Toriase Public Company Ltd (the "Company") and its subsidiaries (the "Group"), which are presented on pages 15 to 76 and comprise the consolidated statement of financial position as at 31 December 2022, and the consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2022, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS-EU") and the requirements of the Cyprus Companies Law, Cap. 113, as amended from time to time (the "Companies Law, Cap. 113").

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing ("ISAs"). Our responsibilities under those standards are further described in the "Auditors' responsibilities for the audit of the consolidated financial statements"" section of our report. We are independent of the Group in accordance with the International Code of Ethics (Including International Independence Standards) for Professional Accountants of the International Ethics Standards Board for Accountants ("IESBA Code") together with the ethical requirements in Cyprus that are relevant to our audit of the financial statements, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

P.O. Box 21121, 1502 T: +357 22 209000 F: +357 22 678200

Limassol P.O.Box 50161, 3601 T: +357 25 869000 +357 25 363842

Paphos P.O. Box 60288, 8101
T: +357 26 943050 F: +357 26 943062

Polis Chrysochous

Paralimni / Avia Napa P.O. Box 33200, 5311 T: +357 23 820080 F: +357 23 820084

P.O. Box 66014, 8330 T: +357 26 322098
F: +357 26 322722

KPMG Limited, a private company limited by shares,registered in Cyprus under registration number HE 132822 with its registered office at 14, Esperidon Street, 1087, Nicosia, Cyprus

10

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Valuation of Investment Property

Refer to the accounting policies note 2(f) 'use of judgments and estimates', note 3(e) 'Investment property', note 3(g) 'non-current assets held for sale', note 6 'Investment Property', and note 10 'assets and liabilities of disposal group held for sale' of the consolidated financial statements of Toriase Public Company Ltd.

Key audit matter	How the matter was addressed in our audit
As at 31 December 2022 the Group held a portfolio of investment property with fair value of MEUR 3,481.9 (31 December 2021: MEUR 3,587.9) and investment property within assets held for sale with a fair value of MEUR 182.6 (31 December 2021: MEUR 62.9). The valuation of investment property is a significant judgment area and is underpinned by a number of assumptions. The fair value measurement of investment property is inherently subjective and requires valuation experts and the Group's management to use certain assumptions regarding the return of the Group's assets, future rent, occupancy rates, contract renewal terms, the probability of leasing vacant areas, assets operating expenses, the tenants financial stability,	Our procedures over valuation of investment properties include but are not limited to the following: · We assessed the competence, capabilities, qualifications. independence and integrity of the external valuers and read their terms of engagement by the Group to determine whether there were any matters that might have affected their objectivity or may have imposed scope limitations on their work; Through the involvement of our own real estate 0 specialist, on a sample basis, we evaluated the integrity, accuracy and completeness of inputs used by the external valuers, as well as appropriateness of valuation parameters used, such as discount capitalisation rates, market rents per square meter and capital expenditure, sales price per square meter and development costs;
discount capitalisation rates and the implications of any expected investments for future development purposes in order to assess the future expected cash flows from the assets. Any change in the assumptions used to measure the investment property could cause a significant change in its fair value.	· Through the involvement of our own real estate specialist, on a sample basis, we assessed the valuation methodology applied by the external valuer and whether this was in accordance with relevant valuation and accounting standards and appropriate in the circumstances;
The group uses external valuation reports issued by external independent qualified appraisers to determine the fair value of its investment property. The significance of the balance of the investment properties which represent 68.2% of the total assets as at 31 December 2022, the estimates and judgments involved, coupled with the fact that only a small percentage difference in individual property valuations, when aggregated, could result in material	Through the involvement of our own real estate 0 specialist, on a sample basis, we assessed the valuation process and significant assumptions and critical judgements areas by benchmarking the key assumptions to external industry data and comparable property transactions; We considered the adequacy of the disclosures in 0 the consolidated financial statements of the Group's descriptions regarding the inherent degree of subjectivity and the key assumptions in
misstatement in the consolidated financial statements, warrants specific audit focus in this area.	estimates.

Other information

The Board of Directors is responsible for the other information. The other information comprises the Management Report.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon, except as required by the Companies Law, Cap.113.

In connection with our audit of the 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 consolidated financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

With regards to the management report, our report in this regard is presented in the "Report on other legal requirements" section.

Responsibilities of the Board of Directors and those charged with governance for the consolidated financial statements

The Board of Directors is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with IFRS-EU and the requirements of the Companies Law, Cap. 113, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement. whether due to fraud or error.

In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the 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 either liquidate the Company or to cease the Group's operations, or there is no realistic alternative but to do so.

The Board of Directors and those charged with governance are responsible for overseeing the Group's financial reporting process.

Auditors' responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• · Identify and assess the risks of material misstatement of the 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 Group's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of . accounting estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors' use of the going concern . basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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 auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial 0 statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.
• · Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities of the Group to express an opinion on the 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.

Auditors' responsibilities for the audit of the consolidated financial statements (continued)

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, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report.

Report on other legal requirements

Pursuant to the additional requirements of law L.53(1)/2017, and based on the work undertaken in the course of our audit, we report the following:

• · In our opinion, the management report, the preparation of which is the responsibility of the Board of Directors, has been prepared in accordance with the requirements of the Companies Law, Cap 113, and the information given is consistent with the consolidated financial statements.
• · In the light of the knowledge and understanding of the business and the Group's environment obtained in the course of the audit, we have not identified material misstatements in the management report.

Other Matters

Reporting responsibilities

This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 69 of Law L.53(1)/2017 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.

The engagement partner on the audit resulting in this independent auditors' report is Michael J. Halios.

Certified Public Accountant and Registered Auditor for and on behalf of

KPMG Limited Certified Public Accountants and Registered Auditors P.O Box 40075 6300 Nicosia Cyprus

16 August 2023

Consolidated Statement of Financial Position

		31 December 2022	31 December 2021
Assets	Note	EUR thousands
Non-current assets
Investment property	б	3,481,872	3,587,888
Owner-occupied property	7	318,136
Advance payments for investment property	રવ	2,958	80,380
Derivatives	28.2.1	32,245
Investment in and Loans to equity-accounted investees	8	50.267	49,997
Loans to related parties	27	157,230	74,081
Restricted bank and other deposits	28.1	26,279	40,676
Loans and other long-term assets	28.1	67,557	59,315
Total non-current assets		4,136,544	3,892,337
Current assets
Trade and other receivables	11	68,995	57,139
Income tax receivables		6,271	1.826
Financial assets	28.1	60.902	571,327
Other short-term assets	ਉ	52,393	3,951
Cash and cash equivalents	28.3.5	863,069	803,672
		1,051,630	1,437,915
Assets held for sale	10	182,637	62,860
Total current assets		1,234,267	1,500,775
Total assets		5,370,811	5,393,112

Consolidated Statement of Financial Position

		31 December 2022	31 December 2021
Equity	Note	CUR thousands
Issued share capital	12A	846,260	846,260
Retained earnings		343,654	586,077
Other reserves		(457,806)	(405,836)
Total equity attributable to owners of the
Company		732,108	1,026,501
Non-controlling interests	128	455,310	484,679
Total equity		1,187,418	1,511,180
Liabilities
Non-current liabilities		1,261,407	1,325,016
Bonds	14	542,355	691,187
Loans and borrowings	13	182,343	175,648
Convertible bond	14 24	235,408	283,763
Deferred tax liabilities	19.A	81,404	79,363
Long-term lease liabilities		63,086	64,048
Liability for sale and leaseback transaction Derivative and other financial liabilities	28	112,291	32,452
Tenant deposits		3,826	2,269
Loans from related parties	ીર	614,595	614,993
Loans from non-controlling interests	15	690,346	527,168
Total non-current liabilities		3,787,061	3,795,907
Current liabilities
Trade and other payables	17	58,281	26,857
Income tax payables		5,748	6,409
Other short-term liabilities	18	36,845	37,409
Current portion of loans from credit institutions	13	292,431	15,350
		393,305	86,025
Liabilities held for sale	10	3,027
Total current liabilities		396,332	86,025
Total Jiabilities		4,183,393	3,881,932
Total liabilities and equity		5,370,811	5,393,112
ndras Kailis, Director		11 1991 11 Anna Shipilli, Director

Date of approval of the consolidated financial statements: 16 August 2023

The accompanying notes are an integral part of these consolidated financial statements.

16

Consolidated Statement of Profit or Loss

	Note	For the year ended 2022	For the year ended 2021
		EUR thousands
Revenues	20	252,496	197,931
Property revaluations and capital gains	6	(309,909)	289,179
Share in profit (loss) from investment in
equity-accounted investees	8	(10,418)	19,725
Property operating expenses	21	(48,166)	(26,658)
General and administrative expenses	22	(33,022)	(17,768)
Operating (loss)/profit		(149,019)	462,409
Interest expenses to third parties	23	(78,119)	(69,286)
Interest income from third parties	23	17,820	17,345
Change in short-term financial
instruments and derivatives	23	(56,066)	(26,149)
Other finance (expenses)/income	23	(13,802)	(19,157)
Interest expense on related parties and	23
non-controlling interests loans - net		(50,523)	(51,725)
Finance expenses, net		(180,690)	(148,972)
(Loss)/Profit before tax		(329,709)	313,437
Current tax expense	24	(18,345)	(24,455)
Deferred tax (expense) income	24	37,447	(100,021)
(Loss)/Profit for the year		(310,607)	188,961
Attributable to:
Owners of the Company		(218,026)	148.184
Non-controlling interests		(92,581)	40,777
		(310,607)	188,961
Basic earnings per share (cent)	રેક	(0.52)	0.49

Consolidated Statement of Other Comprehensive Income

		For the year ended 2022	For the year ended 2021
	Note	EUR thousands
Profit (loss) for the year		(310,607)	188,961
Other comprehensive income
Items that may be reclassified to profit or loss
Net change in fair value of financial assets at fair
value through other comprehensive income		(69,516)	(21,539)
Net change in fair value of financial assets at fair
value through other comprehensive income that
was transferred to profit or loss		79,643
Foreign currency translation reserve		(57,187)	54,701
Other comprehensive income (loss)		(47,060)	33,162
Total comprehensive income (loss) for the year		(357,667)	222,123
Attributable to:
Owners of the Company		(269,996)	191,788
Non-controlling interests	12B	(87,671)	30,335
Total comprehensive income (loss) for the year		(357,667)	222,123

		For the year ended 31 December
	Note	2022	2021
		EUR thousands
Cash flows from operating activities
Profit (loss) for the year		(310,607)	188,961
Adjustments to reconcile profit (loss) before
tax:
Property revaluations and capital (gains) losses		309,909	(289,179)
Change in short-term financial instruments
and derivatives	23	56,066	26,149
Net finance expense	23	124,624	122,823
Tax expense (income)	24	(19,102)	124,476
Share in loss (profit) from investment in
equity-accounted investees	8	10.418	(19,725)
Change in trade and other receivables		(16,545)	(15,679)
Change in trade and other payables		20,237	(11,452)
Taxes paid		(19,374)	(19,324)
Other changes			346
Net cash from operating activities		155,626	107,396
Cash flows from investing activities
Purchase of investment properties	6.C	(140,084)	(17,886)
Capital expenditure on investment properties		(18,489)	(31,569) (1)
Acquisition of subsidiary, net of cash
acquired		(51,028)
Disposal of subsidiary, net of cash disposed
of			204,581
Proceeds from disposals of investment
properties		12,791	38,400
Advances in respect of investment properties	6.D	37,102	65,415
Proceeds from financial assets		278,629	135,216 10.018
Change in restricted bank and other deposits		(8,153)
Investment in and loans granted to equity
accounted investees		(9,111)	(11,714)
Investment in traded securities and other			(66,502)
financial assets, net		(59,126)
Loans granted to related parties		(78,852)
Net cash (used in)/generated from
investing activities		(36,321)	325,959

Consolidated Statement of Cash Flows

(1) Capital Expenditure in the amount of EUR 17.2 million is related to a portfolio of assets sold in 2021.

Continued on next page

Consolidated Statement of Cash Flows

Continued from previous page

		For the year ended 31 December
	Note	2022	2021
		EUR thousands
Cash flows from financing activities
Proceeds from sale and leaseback of freehold rights			59.439
Repayment of secured loans and borrowings Proceeds from transactions with NCI		(42,487) 130,655	(117,904)
Proceeds from issuance of senior unsecured bonds, net			348,151
Proceeds from related party loans Repayments of related party loans Payment of debt issuance costs Interest paid Buy-back of corporate bonds		(1,355) (73,860) (67,452)	1,923 (109,714) (1,923) (69,360)
Net cash (used in)/from financing activities		(54,499)	110,612
Net increase in cash and cash equivalents Cash and cash equivalents as at the beginning		64,806	543,967
of the year Effect of exchange rate differences on cash		803,672	257,552
and cash equivalents Cash classified as held for sale		(4,751) (658)	2,153
Cash and cash equivalents as at the end of the year		863,069	803,672

Non-cash financing activities

• 1. In June 2022, the Group received an acquisition financing of approximately EUR 67 million (see Note 6.C.3).
• 1. In September 2022, the Group completed an acquisition of subsidiary with a consideration of approximately EUR 196 million settled in traded bonds (see Note 6.C.5).
• 1. In 2022, the Group repaid GBP 20 million (EUR 22.5 million) of secured loans from a deposit account.

					Attributable to owners of the Company
For the year ended 31 December 2022		-		assets at fair Financia
EUR thousands	Note	capital Issued share	acquisition Reverse reserve	comprehensi ve income through reserve other value	translation currency Foreign reserve	earnings Retained	Total	controlling interests Non-	Total equity
Balance as at 1 January 2022		846.260	(437,421	(11,097)	42,682	586,077	1,026,501	484.679	1,511,180
Total comprehensive income (loss) Loss for the year				21 5	(57.187	(218,026)	(218,026) (51,970)	(92,581) 4.91	(310,607) (47.060)
Total comprehensive income (loss) for the Other comprehensive income (loss)		-		5,217	(57,187)	(218,026)	(269,996)	(87,671)	(357,667)
Transactions with owners, period		-
Sale of shares in subsidiaries to non- recognized directly in equity						(45,728)	(45,728)		(45,728)
Change in financial liabilities controlling interests						21,331	21,331	58.302	58.302 21,331
Balance as at 31 December 2022 Acquisition of subsidiaries	12	846-260 ﻟ il	437.421	(5,880)	14.505	343.654	732,108	455,310	1,187,418

re accompanying notes are an integral part of these consondated timancial statement.

21

Toriase Public Company Ltd

Consolidated Statement of Changes in Equity

For the year ended 31 December 2021				Attributable to owners of the Company
Note EUR thousands	capital Issued share	acquisition Reverse reserve	comprehensi assets at fair ve income Financial through reserve other value	translation currency Foreign reserve	earnings Retained	Total	controlling interests Non-	Total equity
Balance as at 1 January 2021	591.463	(437,421)		(12,019)	437,893	579,916	200 045	1,080,861
Other comprehensive income (loss) Total comprehensive income Profit for the year			097	54.701	148.184	148,184 43.604	40.777 10.442	188.961 33,162
Total comprehensive income (loss) for the period			(11,097)	54.701	148.184	191.788	30.335	222.123
recognized directly in equity Transactions with owners, Issued share capital	254.797					254,797		254.797
Acquisition of subsidiaries Disposal of subsidiaries							2,745 (50.635)	2,745 (50,635)
non- to Sale of shares in subsidiaries controlling interests							1.289	1,289
12 Balance as at 31 December 2021	846.260	437.421	097	42.682	586.077	1.026.501	484.679	1.511.180

I he accompanying notes are an integral part of these consonitated financial statements.

Toriase Public Company Ltd

22

General Note 1

(a) Reporting entity and relationship with Parent company

Toriase Public Company Ltd (the "Company" or "Group") is a public limited company and has I onase Fullie Company Liu (the Company of the Cyprus Stock Exchange. The Its of the your and on the Emecs on 23 April 2018 as a limited liability Company under the Company was mecorporated in Oppros on 23 repany registered address is 24 Peiraios, 1st floor, flat/office 101, Strovolos, 2023, Nicosia, Cyprus.

The issued and fully paid share capital of the Company as at 31 December 2022 was EUR The issued and fully para 8,429,955 shares with nominal value of EUR 2 each.

The Group is a commercial real estate group, focusing on the ownership, management, The Croup is a commorcial four estate group, of properties primarily in the United Kingdom and Germany.

As at 31 December 2022, the Group indirectly held 46.4% (2021: 51.5%) of the share capital of As at 31 December 2022, mo Group mainedry new (2021: 100%) interest in Luxembourg Golden Capital Tarticls B.A. ("LIC 210"), through its indirect subsidiary Vivion Investments S.à r.l.

The rating agency S&P Global Ratings ('S&P') assigned the Group's indirect subsidiary Vistion The rating agency Beer Global Ratings ( Sear ) assign to the 2024 and 2025 Senior Notes in Investments S.a T.I. a "DD" fathig and a "BB" " achanged since its initial rating was received. In January 2023, S&P revised the Outlook from Stable to Negative.

Geopolitical situation around Russia - Ukraine conflict

On 24 February 2022, the Russian Federation started moving military forces into the Ukraine, initiating a full-scale invasion. As of the date of this report, hostilities continue. In a reaction to millating a full-scale mrasion. As of the date of this separe announced sanctions also at this is, the Russian invasion, many countries and esg. sanctions have resulted in increased volatility in financial markets and commodities, in particular energy prices. The Group is not directly impacted by the conflict as it has no direct exposure to Ukraine or Russia.

Inflation and Interest rates impact

In 2022, inflationary pressures have increased, particularly on energy costs, which one a In 2022, illianonaly pressures nave mereasons of the Group, but on the other hand side have been recharged to tenants. Furthermore, high level of inflation has impacted interest mith dasad with been recliarged to commor of ages although major portion of the loans is hedged with intracted the Group & variate to recover the higher interest expenses.

Definitions (b)

In these consolidated financial statements

• The Company Toriase Public Company Ltd (1)
• (2)
• (3) Subsidianes = Companies, monume John voltared financial statements of the Company.

• (4) Investee companies Subsidiaries and companies, including a partnership or joint Ifrestee "Ompany's investment in which is stated, directly or indirectly, on the equity hasis

• Related party Within its meaning in IAS 24 (2009), "Related Party Disclosures" (5)

• (6) Reporting Date - 31 December 2022;
• (7) Reporting Period the period started on 1 January 2022 and ended on 31 December 2022;
• (8)

Note 2 Basis of Preparation

(a) Reverse acquisition

During 2021, the Company acquired 100% of the issued capital of a Luxembourg real estate group ("Lux Group") in a share for share transaction.

Under IFRS the acquisition constituted a reverse acquisition of the Company by Lux Group. It would normally be necessary for the Group's consolidated financial statements to follow the legal form of the business combination, with Lux Group results consolidated into the Company's results from the date of the completion of the transaction. In this case, the consolidated financial statements have been treated as being a continuation of the financial statements of Lux Group with the Company being treated as the acquired entity for accounting purposes.

As the consolidated group results represent the continuation of the financial statements of the legal subsidiary, the assets and liabilities of Lux Group have been recognized and measured in the consolidated financial statements at their pre-combination carrying amounts. The assets and liabilities of the Company have been recognised and measured in accordance with IFRS 3. The retained earnings and other equity balances recognised are the retained earnings and other equity balances of Lux Group immediately before the business combination. The amount of issued equity includes the issued equity interest of the Lux Group immediately before the business combination plus the fair value of the Company.

Reverse acquisition reserve in the consolidated statement of changes in equity represents the difference in carrying value between the additional issued shares of the Company and the share capital of Lux Group on the acquisition date.

(b) Statement of compliance

These consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards as adopted by the EU (IFRS). IFRS as adopted by the EU are IFRS Standards and IFRS Interpretations as issued by the International Accounting Standards Board (IASB) and the IFRS Interpretations Committee (IFRIC).

Basis of measurement (c) =

The consolidated financial statements have been prepared on the historical cost basis except for the following items:

• Investment properties measured at fair value;
• Owner-occupied properties measured at fair value;
• Financial instruments, derivatives and other assets and liabilities measured at fair value through profit or loss;
• Financial instruments measured at fair value through other comprehensive income;
• Investments in associates and joint ventures measured using the equity method;
• Deferred tax assets and liabilities measured at the amount expected to be paid to (to be recovered from) the tax authorities using the tax rates that have been enacted or substantially

enacted by the end of the reporting period;

• Assets and liabilities classified as held for sale measured at fair value.

(d)

The consolidated financial statements are presented in EUR, which is the Company's functional The consondated Intential batellients are prest thousands, except when otherwise indicated.

The EUR is the currency that represents the principal economic environment in which the Company operates.

Cash flow statements (e)

The Group reports cash flows from operating activities using the indirect method. Interest The Oroup Teports Cash Trows Trom 'operating cash flows; interest paid is presented within financing cash flows. The acquisitions of investment properties are disclosed as cash flows from investing activities because this most appropriately reflects the Group's business activities.

(f)

The preparation of consolidated financial statements in conformity with IFRSs requires The preparation of Or Consontation the assessments, estimates and assumptions that management to oneroloo faccounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Management of the Company prepares the estimates on the basis of past experience, various facts, external oircumstances, and prepares ine catinates on the basis of pass chient circumstances of each estimates and reasonable assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are underrying assumptions are revised on exgoney and in any future periods affected.

Judgements

In the process of applying the Group's accounting policies, management has made the following in the process of appryme the Group is accurating possible on the consolidated financial statements:

· Business combinations - Note 3(a)

The Group acquires subsidiaries that own real estate. Upon the acquisition of such a The Group aoquires business whether each acquisition represents the acquisition of a Subsidiary, the eroup considers misuset. The Group accounts for an acquisition as a business or the doquibition or an integrated set of activities and assets, including property, is acquired. More specifically, consideration is given to the extent to which significant 15 acquired. Thore opecificant , articular, the extent of services provided by the subsidiary (e.g. maintenance, cleaning, security, bookkeeping, hotel services, etc.).

When the acquisition of a subsidiary does not represent a business combination, it is which the acquisition of a group of assets and liabilities. The cost of the accounted for as an aoquisition of a group of the acquired based upon their relative fair value, and no goodwill or deferred tax is recognized.

In 2022, there were no significant judgements related to business combinations.

· Classification of investment property - Note 3(e)

The Group acquires subsidiaries that own real estate to earn rental income or for capital appreciation, or both. When upon acquisition of a subsidiary, this subsidiary owns the apprecration, or oom. Yi non apon acquise from operational activities, such as is the case

in certain hotel operations, the Group's intention is to split these operations from the property ownership and install a third-party operator for the operations of the hotel. As the Group's involvement in these operations is expected to be short-term, the Group classifies the hotels as investment property with subsequent measurement at fair value. If the disposition of the hotel overations is prolonged due to events or circumstances prevailing at the time then the hotel is transferred to owner-occupied property.

· Financial instruments - Note 3.c(vii)

When issuing a complex financial instrument (i.e. a convertible bond), the Group uses judgement to determine the classification of the instrument's components as a financial liability or an equity instrument and examines, inter alia, whether the settlement is by exchanging a fixed amount of cash or other financial assets for a fixed number of the entity's equity instruments. In addition, the Group also examines whether the complex instrument includes an embedded derivative (e.g. a call option) which is not closely related to the host contract and requires separation and measurement at fair value through profit or loss.

Control analysis

The Group exercises judgment in examining control over investees. For the purpose of this assessment, the Group examines the structure and characteristics of the investee companies, the relevant activities and shareholder agreements in these companies, as well as potential voting rights. In accordance with this examination, the Group exercises discretion as to whether it has the current ability to direct relevant activities in the investees, whether its rights in these companies are substantial and provide power over the investee and whether it has the ability to use its power to affect the returns from its investment. Determining the existence of control may affect the consolidation of the assets, liabilities and results of operations of the investee companies.

· Significant influence analysis

The Group exercises judgment in examining significant influence over investees. For the purpose of this assessment, the Group examines its voting rights in the investee, whether it has board representation, the relative size and dispersion of the holdings of other shareholders and the existence of potential voting rights that are currently exercisable or convertible. In accordance with this examination, the Group exercises discretion as to whether it has power to participate in the financial and operating policy decisions of the investee. Determining the existence of significant influence may lead to equity accounting regarding the investee's assets, liabilities and results of operations.

· Property lease classification

The Group enters into property leases on its investment properties. The Group has determined, based on an evaluation of the terms and conditions of the arrangements, such as the lease terms not constituting a major part of the economic life of the investment properties and the present value of the minimum lease payments not amounting to substantially all of the fair value of the properties, that it retains substantially all the risks and rewards incidental to the ownership of these investment properties and accounts for them as operating leases

Notes are presented, to the extent practicable, in a systematic order and are cross-referenced to/from items in the primary statements. In determining a systematic manner of presentation, the Company considers the effect on the understandability and comparability of the consolidated financial statements. The Group has applied judgement in presenting related information together in a manner that it considers to be most relevant to an understanding of its financial performance and financial position.

Assumptions and estimation uncertainties

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying reportate of assets and liabilities within the next financial year, are described below. The Group announts of assess and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments statentons or core proparent changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

· Valuation of investment properties - Note 3(e)

In accordance with its policy, the Group periodically examines the values of its investment property. Such examination is performed at least once a year by independent external appraisers property. Goon oxammazon to peralifications and knowledge with respect to the relevant location and the type of property appraised.

At least once a year, the Group performs valuations for each property. In addition, at each reporting period the Group examines the need to update the last valuation performed, to ensure it reporting perfou the errap stimation as of the current reporting period. This examination is made roprosits a renable faller factor of the macro-economic environment in terms of cap rates and market by 1010wing the examges information in respect of material transactions made in the same areas and any other information that may affect the value of the asset.

· Uncertain tax positions - Note 3(q)

Judgment is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of Carculations for which the circulities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different whouler adonomal hates we initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

In 2022, there were no significant judgements related to uncertain tax positions.

• Fair value measurement of non-trading derivatives – Note 28

Unobservable inputs used in the valuation model. For information on a sensitivity analysis of level 3 financial instruments carried at fair value see Note 26 regarding financial instruments.

· Assessment of expected credit losses – Note 28

When testing financial assets measured at fair value through other comprehensive income and financial assets at amortized cost for impairment, the Group assesses whether the credit risk attributable to the financial asset has increased significantly since its initial recognition, and uses forward-looking information to measure expected credit losses. Possible effect is an increase or 101 ward 100kmg michination of the loss allowance for expected credit loss of financial asset at amortized cost or at fair value through other comprehensive income.

· Impairment of Investments in Associates and Joint arrangements – Note 8

The Group periodically evaluates the recoverability of investments in associates whenever indicators of impairment are present. Indicators of impairment include such items as declines in revenues, earnings or cash flows or material adverse changes in the economic or political stability revenues, carnings of can hich may indicate that the carrying amount of the investment is not or u partioux. Ocumly, mircumstances indicate that investment in associates may be impaired, the recoverable amount associated with this investment (being the higher of fair value less costs of disposal and value in use, that is the present value of the future cash flows expected to be or disposal and value in ast) would be compared to its carrying amounts to determine if a write down to fair value is necessary.

· Property leases - estimating the incremental borrowing rate

The Group cannot readily determine the interest rate implicit in leases where it is the lessee, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group 'would have to pay', which requires estimation when no observable rates are available.

Measurement of fair values

A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

The Group has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values.

The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of the Standards, including the level in the fair value hierarchy in which the valuations should be classified.

When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
• -- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in the following notes:

• Note 6 Investment property;
• Note 7 Owner-occupied property
• Note 28 Financial instruments.

(g) Financial reporting period

These consolidated financial statements cover the year 2022, which ended at the balance sheet date of 31 December 2022.

(h) Going concern

The consolidated financial statements have been prepared on a going concern basis, as assessed by the management.

Note 3 Significant accounting policies

The Group has consistently applied the following accounting policies to all periods presented in these consolidated financial statements, except if mentioned otherwise.

Basis of consolidation (a)

The consolidated financial statements comprise the financial statements of the Company and all of its subsidiaries as at 31 December 2022. Control is achieved when the Group is exposed, or of 11s substances as at 3 r ms from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if it has:

• " Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee);
• " Exposure, or rights, to variable returns from its involvement, with the investee;
• The ability to use its power over the investee to affect its returns.

Generally, there is a presumption that a majority of voting rights results in control. To support Generally, there is a produnprion that all relevant facts and circumstances in assessing whether it has power over an investee, including:

• " The contractual arrangement(s) with the other vote holders of the investee;
• * Rights arising from other contractual arrangements;
• · The Group's voting rights and potential voting rights.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate The Croup IP-assosses whicher of the three elements of control. Consolidation of a that there are onlinges to one of mere control over the subsidiary and ceases when the Group subsidiary bogine which iidentify. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Profit or loss and each component of Other Comprehensive Income ("OCL") are attributed to the equity of the Company and to the non-controlling interests, even if this results in the noncontrolling interests having a deficit balance.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

Business combinations (i)

The Group implements the acquisition method to all business combinations. The acquisition date is the date on which the acquirer obtains control over the acquiree. Control exists when the Group is une uate of which the acquires obtains control of the involvement with the acquire and it has the 13 exposed, or has tights, we returns through its power over the acquiree. Substantive rights held by the Group and others are taken into account when assessing control.

A business is defined as an integrated set of activities and assets conducted and managed for the rs basinoss is domica as an most on lower costs or other economic benefits directly and paroos of providing a volunders or participants. A business generally consists of inputs, processes

applied to those inputs, and resulting outputs that are, or will be, used to generate revenues. If goodwill is present in a transferred set of activities and assets, the transferred set is presumed to be a business.

Accounting for Business combinations

The Group may elect to apply the optional concentration test in IFRS 3 to assess whether an acquisition must be accounted for as a business combination. When substantially all of the fair value of the gross assets acquired is concentrated in a single asset (or a group of similar assets), the transaction is accounted for as an asset acquisition. The consideration paid is allocated to the identifiable assets and liabilities acquired on the basis of their relative fair values at the acquisition date. When an acquisition does not satisfy the concentration test and the acquired set of activities meets the definition of a business, the Group applies the acquisition method of accounting.

The Group recognizes goodwill on acquisition according to the fair value of the consideration transferred including any amounts recognized in respect of rights that do not confer control in the acquiree as well as the fair value at the acquisition date of any pre-existing equity right of the Group in the acquiree, less the net amount of the identifiable assets acquired and the liabilities assumed.

On the acquisition date the acquirer recognizes a contingent liability assumed in a business combination if there is a present obligation resulting from past events and its fair value can be reliably measured.

If the Group pays a bargain price for the acquisition (meaning including negative goodwill), it recognizes the resulting gain in profit or loss on the acquisition date. Furthermore, goodwill is not adjusted in respect of the utilization of carry-forward tax losses that existed on the date of the business combination.

The consideration transferred includes the fair value of the assets transferred to the previous owners of the acquiree, the liabilities incurred by the acquirer to the previous owners of the acquiree and equity instruments that were issued by the Group. In a step acquisition, the difference between the acquisition date fair value of the Group's pre-existing equity rights in the acquiree and the carrying amount at that date is recognized in profit or loss under other income or expenses. In addition, the consideration transferred includes the fair value of any contingent consideration. After the acquisition date, the Group recognizes changes in the fair value of contingent consideration classified as a financial liability in profit or loss, whereas contingent consideration classified as an equity instrument is not re-measured.

Costs associated with the acquisition that were incurred by the acquirer in the business combination such as: finder's fees, advisory, legal, valuation and other professional or consulting fees, other than those associated with an issue of debt or equity instruments connected to the business combination, are expensed as incurred and included in administrative expenses.

(ii) Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

All the Group's companies have 31 December as their year-end. Consolidated financial statements are prepared using uniform accounting policies for like transactions. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Intercompany transactions, balances and unrealised gains or losses on transactions between Group companies are eliminated, except where there are indications of impairment.

Non-controlling interests (iii)

Non-controlling interests comprise the equity of a subsidiary that cannot be attributed, directly or indirectly, to the parent company.

(iv)

Profit or loss and any part of other comprehensive income are allocated to the owners of the I fort of toss and the part of other coans. Total profit or loss and other comprehensive income Company and the now voners of the Company and the non-controlling interests even if the result is a negative balance of non-controlling interests.

(v) Loss of control

When the Group loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any non-controlling interests and other components of equity. Any resulting gain subsidiary, and any nor confit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

(vi) Transactions eliminated on consolidation

Intra-group balances and transactions and any unrealized income and expenses arising from intraman group battless are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with associates and joint ventures are eliminated against the investment to the extent of the Group's interest in these investments. Unrealized losses are myolinon-to-the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

(vii)

Where property is acquired, via corporate acquisitions or other, management considers the where proporty in "to assets and activities of the acquired entity in determining whether the acquisition represents the acquisition of a business. The basis of the judgment is set out in Note 3.

Where such acquisitions are not determined to be an acquisition of a business, they are not treated as business combinations. Rather, the cost to acquire the entity or assets and liabilities is allocated between the identifiable assets and liabilities of the entity based on their fair values at the acquisition date.

In the latter case, no goodwill is recognized and no deferred taxes are recognized in respect of the temporary differences existing on the acquisition date.

(viii) Investments in equity-accounted investees and joint arrangements

Investments in equity-accounted investees

An associate is an entity over which the Group has significant influence and that is neither a An associate is an ontary of a joint venture. Significant influence is the power to participate in the Subsidial you an meeter conticy decisions of the investee but is not control or joint control over those policies. A jointly controlled entity is an entity in which two or more parties are bound by those ponces. IT John Pecharen which gives two or more of those parties joint control of the arrangement.

The results and assets and liabilities of associates and equity-accounted investees are incorporated in these consolidated financial statements, using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with

IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, an investment in an associate is initially recognized in the consolidated statement of financial position at cost and adjusted thereafter to recognize the Group's share of the consolidated income statement and other comprehensive income of the associate. When the Group's share of losses of an associate exceeds the Group's interest in that associate (which includes any long-term interest that, in substance, form part of the Group's net investment in the associate), the Group discontinues recognizing its share of further losses. Additional losses are recognized only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

Any excess of the cost of acquisition over the Group's share of the net fair value of the identifiable assts, liabilities and contingent liabilities of an associate recognized at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment. Any excess of the Group's share of the net fair value of the identifiable assets, liabilities, and contingent liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

The requirements of IAS 36 are applied to determine whether it is necessary to recognize any impairment loss with respect to the Group's investment in an associate. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs to sell) with its carrying amount; any impairment loss recognized forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.

When an entity in the Group transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Group's consolidated financial statements, however only to the extent of interests in the associate that are not related to the Group.

Investments in joint arrangements

Investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor. The Company has assessed the nature of its joint arrangements and determined them to be joint ventures. Joint ventures are accounted for using the equity method.

Under the equity method of accounting, interests in joint ventures are initially recognised at cost and adjusted thereafter to recognise the Group's share of the post-acquisition profits or losses and movements in other comprehensive income. When the Group's share of losses in a joint venture equals or exceeds its interests in the joint ventures (which includes any long-term interests that, in substance, form part of the Group's net investment in the joint ventures), the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint ventures.

Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group's interest in the joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of the joint ventures have been changed where necessary to ensure consistency with the policies adopted by the Group.

Impairment of investment in associates and joint arrangements

An investment in an associate and joint venture is tested for impairment when objective evidence indicates there has been impairment.

Goodwill that forms part of the carrying amount of an investment in an associate or joint venture is not recognized separately, and therefore is not tested for impairment separately.

If objective evidence indicates that the value of the investment may have been impaired, the Group It bigCenverable amount of the investment, which is the greater of its value in use and its net selling price. In assessing value in use of an investment in an associate or joint venture, the Its net sening price. In assessing varie in ass estimated future cash flows that are Oroup enner estimatios its share or the probably factore, including cash flows from operations of the associate or joint venture and the consideration from the final disposal of the investment, or the associate of joint vehicle and the centrations of the cash flows that are expected to be derived from dividends that will be received and from the final disposal.

An impairment loss is recognized when the carrying amount of the investment, after applying the All infpanthen foss is roogmast when anount, and it is recognized in profit or loss under other equily methou, encouse to sot allocated to any asset, including goodwill that forms part of the carrying amount of the investment in the associate or in the joint venture.

An impairment loss is reversed only if there has been a change in the estimates used to determine An infpairment loss is reread emestment after the impairment loss was recognized, and only to the recoverable antount of the invosting amount, after the reversal of the impairment loss, does mot extent that the investment 3 carrying anount that would have been determined by the equity method if no impairment loss had been recognized.

Foreign currency (b)

The Group's consolidated financial statements are presented in euros, which is also the The Oroup s consomation financial states the Group determines the functional currency Confiders included in the financial statements of each entity are measured using that functional currency. They are then translated into the presentation currency of the Group.

Foreign currency transactions (i)

Transactions in foreign currencies are translated to the respective functional currencies of Group Traisactors in oreign careneres of the transactions. Monetary assets and liabilities entires at exchange faces at the autoo of the finctional currency at the exchange rate at the reporting date.

Differences arising on settlement or translation of monetary items are recognized in profit or loss, Differentes arranies of sothemon of a that are designated as part of the hedge of the Group's net investment of a foreign operation. These are recognized in OCI until the net investment is disposed of, at which time, the cumulative amount is reclassified to profit or loss. Tax charges ulsposed or, at which this, the outferences on those monetary items are also recorded in OCI.

Non-monetary items that are measured in terms of historical cost in a foreign currency are Non-monecal y the exchange rates at the dates of the initial transactions. Non-monetary items that are measured at fair value in a foreign currency are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. The gain or loss arising on the exchange fair at the date that easy wed at fair value is treated in line with the recognition of translation of nom-monecary noms modisation differences on items whose fair gain of loss on change in fair value of the field (110) as are also recognized in OCI or profit or loss, respectively).

Foreign group companies (ii)

On consolidation, the assets and liabilities of foreign group companies are translated into euros at On consondation, the assets and nashines of for state and their statements of profit and loss are the face of exchange provaining at the report his average is not a reasonable approximation of the translative effect of the rates prevailing on the transaction dates, in which case income and expense are translated at the rate of the transactions). The exchange differences

arising on translation for consolidation are recognized in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is reclassified in profit and loss.

Financial instruments (c)

(i) Recognition and initial measurement

The Group initially recognizes trade receivables and debt instruments issued on the date that they are originated. All other financial assets and financial liabilities are recognized initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. Generally, a financial asset or financial liability are initially measured at fair value plus, in the case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issuance of the financial asset or financial liability. A trade receivable without a significant financing component is initially measured at the transaction price.

(ii) Classification and subsequent measurement

Financial assets

Financial assets are classified at initial recognition to one of the following measurement categories: amortized cost; fair value through other comprehensive income - investments in debt instruments; fair value through other comprehensive income - investments in equity instruments; or fair value through profit or loss.

Financial assets are not reclassified in subsequent periods unless, and only if, the Group changes its business model for the management of financial debt assets, in which case the affected financial debt assets are reclassified at the beginning of the period following the change in the business model.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated at fair value through profit or loss:

• It is held within a business model whose objective is to hold assets so as to collect contractual cash flows: and
• The contractual terms of the financial asset give rise on specified dates to cash flows representing solely payments of principal and interest on the principal amount outstanding.

A debt instrument is measured at fair value through other comprehensive income if it meets both of the following conditions and is not designated at fair value through profit or loss:

• It is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
• . The contractual terms of the debt instrument give rise on specified dates to cash flows representing solely payments of principal and interest on the principal amount outstanding.

All financial assets not classified as measured at amortized cost or fair value through other comprehensive income as described above, as well as financial assets designated at fair value through profit or loss, are measured at fair value through profit or loss.

The Group has balances of trade and other receivables, deposits and other financial assets that are held within a business model whose objective is collecting contractual cash flows. The contractual cash flows of these financial assets represent solely payments of principal and interest that reflects

consideration for the time value of money and the credit risk. Accordingly, these financial assets are measured at amortized cost.

Financial assets – assessment whether cash flows represent solely payments of principal and interest

For the purpose of examining whether the cash flows represent solely payments of principal and interest, 'principal' is the fair value of the financial asset at initial recognition, 'interest' comprises mierest, principal 1s the fall value of money, for the credit risk attributable to the principal amount consideration for the mile value of more), cor affer risks and basic costs of a loan, as well as a profit margin.

In assessing whether contractual cash flows represent solely payments of principal and interest, In assessing whenier contractual terms of the instrument, and in this framework assesses of whether the financial asset includes a contractual term that may change the timing or amount of whener the manitial asset mondos a consideral want management. The Group takes into account the following considerations when making this assessment:

• Any contingent events that will change the timing or amount of the cash flows;
• Terms that may change the stated interest rate, including variable interest;
• Extension or early payment characteristics; and
• Terms that restrict the right of the Group to cash flows from specified assets (for example a non-recourse financial asset).

An early payment characteristic is consistent with the solely principal and interest or An early payment characteristic is consistent with the original and interest on amount of the carry payment ossemmiry repressonable compensation, received or paid, for early termination of the contract. Moreover, for a financial asset acquired as significant for early tellimiation of the contractual stated value, a characteristic that permits of premium or discount compared to the oceations representing the contractual stated value and requires early payment at an anount essomment of the Reasonable compensation its if the contractial accumulated unpaid interest (which ind) notals rincipal and interest criterion if the of paid, for Carly tonnination), is occasteristic is insignificant at initial recognition.

Assessment of the business model for debt assets

The Group assesses the objective of the business model within which the financil asset is memored The Stroup assesses the voyotare of the st reflects the manner by which the business is managed on the level of the portions, since this beer considerations are taken into account in the assessment of the Group's business model:

The stated policies and objectives for the portfolio and the operation of these policies in practice. These include whether management's strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets income, mailhaiming a particular miorost tate pression management of realizing cash flows through the sale of the assets;

How the performance of the business model and the financial assets within the model is evaluated and reported to the entity's key management people;

The risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

How managers of the business are compensated (for example, whether compensation is - - - - How managers of the assets managed or the contractual cash flows collected); and

The frequency, volume and timing of sales of financial assets in prior periods, the reasons for the sales and expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for purposes of assessment of the business model, consistent with the Group's continuing recognition of those financial assets.

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis, are measured at fair value through profit or loss.

Financial liabilities

Financial liabilities are classified at initial recognition as financial liabilities and measured at amortized cost or fair value through profit or loss. A financial liability is measured at fair value through profit or loss if it is classified as held for trading, is a derivative instrument or is designated for measurement as such at initial recognition. Financial liabilities at fair value through profit or loss are measured at fair value, with the net gains and losses, including any interest expenses, being recognized in profit or loss. Financial liabilities measured at amortized cost including loans and borrowings and payables are subsequently measured at amortized cost using the effective interest method. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are integral part of the effective interest expenses and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

A contract that contains an obligation of one of the Group subsidiaries toward part of its noncontrolling interests is recognized as a financial liability for the present value of the exercise price. The amount representing the difference between the consideration received and the present value of the exercise price is recorded directly in equity as well as any subsequent changes in the carrying amount of the financial liability. The Group's share of a subsidiary's profits includes the share of the non-controlling interests from which the Group has an obligation to purchase its own equity instruments, even if the non-controlling interests have access to the returns arising from the interests in the investee company.

Derivative financial instruments

Initial recognition and subsequent measurement

The Group uses derivative financial instruments, such as forward currency contracts and interest rate swap contracts to hedge its foreign currency and interest rate risks. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Any effect of remeasurement is recorded in the statement of profit or loss.

(iii) Derecognition

Financial assets

Financial asset is primarily de-recognized when:

• . The rights to receive cash flows from the asset have expired, or
• .. The Group has transferred its rights to receive cash flows from the assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognize the transferred asset to the extent of its continuing involvement. In that case, the Group also recognizes an associated liability. The transferred asset and the associated liability are measured on the basis that reflects the rights and obligations that the Group has retained.

Financial liabilities

Financial liabilities are derecognized when the contractual obligation of the Group expires, discharged or cancelled. Furthermore, a substantial modification of the terms of an existing financial liability, or an exchange between an existing borrower and existing lender of debt instruments with substantially different terms, are accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability at fair value.

The difference between the carrying amount of the extinguished financial liability and the I no all to the paid (including any non-cash assets transferred or assumed liabilities), is recognized in profit or loss. In the case of an immaterial change in terms (or exchange of debt instruments), in profit of toss. In all case of an at the original effective interest rate, with the difference between the present value of the financial liability with the new terms and the present value of the original financial liability being recognized in profit or loss.

(iv) Subsequent measurement and gains and losses

Financial assets at fair value through profit or loss

These assets are subsequently measured at fair value. Net gains and losses, including any interest income or dividend income, are recognized in profit or loss (other than certain derivatives designated as hedging instruments).

Financial assets at amortized cost

These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

Investments in debt instruments at fair value through other comprehensive income

These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.

(v) Offset of financial instruments

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legal right to offset the amounts and intends either to settle on a net basis or to realize the liability simultaneously.

Ordinary shares (vi)

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares, net of any tax effects, are recognized as a deduction from equity. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with IAS 12.

(vii) Convertible bonds

Liabilities that are convertible to shares at the option of the holder, including a cash settlement option in favor of the Group, are a hybrid instrument that is fully presented as a financial liability. The instrument is split into two components for measurement purposes: a liability component without a conversion feature that is measured at amortized cost according to the effective interest method, and a conversion option that is an embedded derivative and is measured at fair value at each reporting date.

Separable embedded derivative that do not serve hedging purposes

Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset. Embedded derivatives are separated from the host contract and accounted for separately if: (a) the economic characteristics and risks of the host contract and the embedded derivative are not closely related, (b) a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and (c) the combined instrument is not measured at fair value through profit or loss.

Changes in the fair value of the separate embedded derivative are recognized in profit or loss.

(d) Impairment

Non-derivative financial assets

Financial assets

The Group recognizes a loss allowance for expected credit losses (ECLs) for all debt instruments except held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

For rent and other trade receivables, the Group applies a simplified approach in calculating ECLS. Therefore the Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date (i.e., a loss allowance for credit losses expected over the remaining life of the exposure, irrespective of the default). The Group has established a provision matrix that is based on historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured at 12-months ECLs:

• Debt securities that are determined to have a low credit risk at the reporting date; and
• Other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

The Group considers a financial asset in default when internal information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

Presentation of allowance for ECL in the statement of financial position

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.

For debt investments carried at amortised cost and at fair value through other comprehensive i or door in voltherits carrou assesses, on a forward-looking basis, the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI.

The impairment methodology applied depends on whether there has been a significant increase in credit risk. Debt investment and other instruments are considered to be low credit risk when m orcult fisk. Door nrvouncent and the issuer has a strong capacity to meet its contractual cash they nave a low risk of delatit and the issues into a strong capably the issuer rating or similar entities if such rating is not available. The impairment charge for debt investments and of Smillial Chillies in Ston rating to not aranaves the fair value loss otherwise recognised in OCI.

Non-financial assets

Timing of impairment testing

The carrying amounts of the Group's non-financial assets (other than Investment properties and I ho carrying announts of neviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated.

Measurement of recoverable amount

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs of disposal. In assessing value in use, the estimated future cash flows are Its fall value less costs of useposal. In assessms rate that reflects the assessments of market participants regarding the time value of money and the risks specific to the asset or cashmarket participants regarding the mid future cash flows from the asset or cash-generating unit were not adjusted.

Recognition of impairment loss

An impairment loss is recognized if the carrying amount of an asset or cash-generating unit An informent 1035 to 1000gmass in ant Impairment losses are recognized in profit or loss.

Reversal of impairment loss

An impairment loss in respect of goodwill is not reversed. In respect of other assets, for which An mirpaintions foss in roopber of good wior periods, an assessment is performed at each reporting impairment losses were recognized in pror portods, an abouting in the enger exist. An impairment loss date for any multanons mat these 1005s hare wased to determine the recoverable amount. Is impairment loss is reversed only to the extent that the asset's carrying amount does not exceed An migall member loss is revelou cany to announced, net of depreciation or amortization, if no impairment loss had been recognized.

Investment property (e)

Investment property is property (land or building - or part of a building - or both) held (by the miresment proporty is propers (xaxe lease) to earn rental income or for capital appreciation, and is not for:

• · Use in the production or supply of goods or services or for administrative purposes; or
• · Sale in the ordinary course of business.

Investment property is initially measured at cost including transaction costs. Transaction costs investment proporty is mittaily attributable to the acquisition of the investment property.

Subsequent to initial recognition, investment property is measured at fair value, which reflects Subsequent to innual recognition, in rocalisms proposes arising from changes in the fair values of investment properties are included in profit or loss in the period in which they arise, including the invesuneling tax effect. For the purposes of these consolidated financial statements, in order to corresponding tax circol. I of the parposes of the consolidated financial statements is reduced by the carrying amount of any accrued income resulting from the spreading of lease incentives and/or minimum lease payments.

The Group presents advances in respect of Investment property as non-current assets and does not include them as part of the Investment property. In subsequent periods, when the transactions are completed, the advances are reclassified to Investment property.

Investment property is derecognized either when it has been disposed of or when it is permanently withdrawn from use and no future economic benefit is expected from its disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the period of derecognition.

Owner-occupied property (f)

Owner-occupied properties are measured at fair value less accumulated depreciation and impairment losses recognized after the date of revaluations are performed with sufficient frequency to ensure that the carrying amount of a revalued asset does not differ materially from its fair value.

Any surplus arising on the revaluation is recognised in OCI except to the extent that the surplus reverses a previous revaluation deficit on the same asset recognised in profit or loss, in which case the credit to that extent is recognised in profit or loss. Any deficit on revaluation is recognised in profit or loss except to the extent that it reverses a previous revaluation surplus on the same asset, in which case the debit to that extent is recognised in OCI. Revaluation increases and decreases cannot be offset, even within a class of assets,

When a property is transferred from investment property measured at fair value to own-use properties, the transfer is accounted for at fair value. The fair value at the date of transfer is then deemed to be the property's cost for subsequent accounting. Any difference between the carrying amount of the property before transfer and its fair value on the date of transfer is recognised in profit or loss in the same way as any other change in the fair value of investment property.

Non-current assets and disposal groups held for sale or distribution (g)

Non-current assets, or disposal groups comprising assets and liabilities are classified as held for sale if it is highly probable expected that its carrying amount will be recovered primarily through sale rather than from continuing use. For this to be the assets must be available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such assets.

On re-classification as held for sale, investment properties continue to be measured at fair value. Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position.

(h) Borrowing costs

The Company decided to apply a policy choice of capitalizing borrowing costs to Investment property measured at fair value. Specific and non-specific borrowing costs are capitalized to qualifying assets throughout the period required for completion and construction until they are ready for their intended use or sale. Foreign currency differences from credit in foreign currency are capitalized if they are considered an adjustment of interest costs. Other borrowing costs are expensed as incurred.

Cash and cash equivalents (i)

Cash and cash equivalents in the statement of financial position comprise cash at bank and short-Cash and casil cyulvating in the statementy of three months or less, which are subject to an insignificant risk of changes in value. Cash and cash equivalents are valued at nominal value.

For the purposes of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Group's cash management.

Restricted bank deposits (i)

Restricted bank deposits consist of deposits in banks that the Group has pledged to secure banking Nestlificed bank deposits bonnet of coperations, and are valued at nominal value.

Leases (k)

Rental income

The Group earns revenue from acting as a lessor in operating leases which do not transfer The Oroup canns Tevenue Tron acting incidental to ownership of an investment property.

Rental income arising from operating leases on investment property is accounted for on a straight-Kental meonic ansing from operating reass in the statement of profit and loss Inte basis over the term of the roase and income which is recognized when it arises. due to tis operating nature, onception and arranging an operating lease are recognized as an expense over the term of the lease on the same basis as the lease income.

Lease incentives are recognized as a reduction of rental income on a straight-line basis over the Lease incomives are recognized as a reactive period of the lease together with any further term for which the tenant has the option to continue the lease, where, at the inception of the lease, the Group is reasonably certain that the tenant will exercise that option.

Determining whether an arrangement contains a lease

On the inception date of the lease, the Group determines whether the arrangement is a lease or On the meephon date of the least, the Group atterright to control the use of an identified asset Continute a lease, while cxamining it it consideration. In its assessment of whether it has the sha for a period of this in oxenalige for cean identified asset, the Group assesses whether it has the following two rights throughout the lease term:

The right to obtain substantially all the economic benefits from use of the identified asset; (a) and

The right to direct the identified asset's use. (b)

For lease contracts that contain non-lease components, such as services or maintenance, that are related to a lease component, the Group elected to account for the contract as a single lease component without separating the components.

Leased assets and lease liabilities

Contracts that award the Group control over the use of a leased asset for a period of time in Contracts that award the Oroup conner over a counted for as leases. Upon initial recognition, the Group exchange for consideration, are documed for as as active lease payments (these payments do not include certain variable lease payments), and concurrently recognizes a right-of-use asset do from the cortain vinxolo four payments of for any prepaid or accrued lease payments, plus initial direct costs incurred in respect of the lease.

Since the interest rate implicit in the Group's leases is not readily determinable, the incremental borrowing rate of the lessee is used. Subsequently to the initial recognition, the right-of-use assets are measured as part of the investment property.

The Group has elected to apply the practical expedient by which short-term leases of up to one year and/or leases in which the underlying asset has a low value, are accounted for such that lease payments are recognized in profit or loss on a straight-line basis, over the lease term, without recognizing an asset and/or liability in the statement of financial position.

Lease term

The lease term is the non-cancellable period of the lease plus periods covered by an extension or termination option if it is reasonably certain that the lessee will or will not exercise the option, respectively.

Variable lease payments

Variable lease payments that depend on an index or a rate, are initially measured using the index or rate existing at the commencement of the lease and are included in the measurement of the lease liability. When the cash flows of future lease payments change as the result of a change in an index or a rate, the balance of the liability is adjusted against the right-of-use asset.

Other variable lease payments that are not included in the measurement of the lease liability are recognized in profit or loss in the period in which the event or condition that triggers payment occurs.

Reassessment of lease liability

Upon the occurrence of a significant event or a significant change in circumstances that is under the control of the Group and had an effect on the decision whether it is reasonably certain that the Group will exercise an option, which was not included before in the lease term, or will not exercise an option, which was previously included in the lease term, the Group re-measures the lease liability according to the revised leased payments using a new discount rate. The change in the carrying amount of the liability is recognized against the right-of-use asset, or recognized in profit or loss if the carrying amount of the right-of-use asset was reduced to zero.

When a lease modification increases the scope of the lease by adding a right to use one or more underlying assets, and the consideration for the lease increased by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the contract's circumstances, the Group accounts for the modification as a separate lease.

In all other cases, on the initial date of the lease modification, the Group allocates the consideration in the modified contract to the contract components, determines the revised lease term and measures the lease liability by discounting the revised lease payments using a revised discount rate.

For lease modifications that decrease the scope of the Group recognizes a decrease in the carrying amount of the right-of-use asset in order to reflect the partial or full cancellation of the lease, and recognizes in profit or loss a profit (or loss) that equals the difference between the decrease in the right-of-use asset and re-measurement of the lease liability.

For other lease modifications, the Group re-measures the lease liability against the right-of-use asset.

Incremental borrowing rate

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. The Group determines its incremental

borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.

Subleases

In leases where the Group subleases the underlying asset, the Group examines whether the sublease is a finance lease or operating lease with respect to the right-of-use received from the head lease. The Group examined the subleases existing on the date of initial application based on the remaining contractual terms at that date.

Sale and leaseback

The Group applies the requirements of IFRS 15 to determine whether an asset transfer is The Croup appress the requirements of IFRS the requirements of IFRS 15 to be accounted doodated 101 as a sale, if as a sales the right-of-use asset arising from the leaseback at the proportion of the previous carrying amount that relates to the right-of-use retained by the Group. or the provides can any recognizes the amount of gain or loss that relates to the rights transferred.

If the asset transfer does not satisfy the requirements of IFRS 15 to be accounted for as a sale, the transaction is accounted for as a financing transaction. Insofar as the Group is the seller-lessee of the asset, it continues to recognize the transferred asset and recognizes a financial liability in the asset, it continues to receints the ual to the transferred proceeds. Conversely, if the Group accordance with ITC 7, at an alliedic oquizes a financial asset in accordance with IFRS 9 at an amount equal to the consideration transferred.

Assets leased out by the Group

Leases in which the Group leases out assets are classified as operating or finance leases. Classification of the lease as a finance or operating lease depends on the substance of the transaction and is performed at the beginning of the lease and reassessed only in the event of a lease modification. Changes in estimates such as the length of the asset's economic life or the residual value, or changes in circumstances, do not trigger reclassification of the lease.

When an arrangement includes lease components and non-lease components, the Group applies IFRS 15 for allocating the contract consideration to its various components.

Finance leases я -

A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. At initial recognition, assets held under a finance lease are presented as receivables at an amount equal to the net investment in the lease. The rease are presented as recepayments is calculated using the discount rate implicit in the lease. When the Group leases out assets in a sublease, if the discount rate implicit in the sublease cannot When the Group reases battered the discount rate of the head lease, adjusted for initial direct costs related to the sublease.

Initial direct costs are included in the initial measurement of the receivables and reduce the amount of revenue recognized over the lease term.

On the initial date of the lease, the lease payments included in the measurement of the net investment in the lease include fixed payments less any lease incentives payable, variable lease investinent in the tease mondo theor perments residual value guarantees provided to the lessor, purments thar is purchase option if it is reasonably certain that the lessee will exercise the option and lease termination penalties.

In subsequent periods, the Group recognizes financing income over the lease term. Furthermore, the Group allocates the lease payments against the balance of finance lease receivables and against financing income for the period.

The Group applies the derecognition and impairments of IFRS 9 with respect to the balance of lease receivables. In addition, the Group reviews the estimates of unguaranteed residual values. In the case of a decrease in the estimate of the unguaranteed residual value, the Group adjusts the allocation of income over the lease term and immediately recognizes a decrease with respect to accumulated amounts.

b. Operating leases

Leases that do not transfer substantially all the risks and rewards incidental to ownership of an underlying asset are classified as operating leases.

The Group recognizes operating lease payments as revenue on a straight-line basis over the lease term.

Initial direct costs incurred to obtain operating leases are added to the carrying amount of the underlying asset, and recognized as an expense over the lease term on the same basis as the revenue from the lease.

Rent receivables (1)

Rent receivables are recognized at their original invoiced value except where the time value of money is material. in which case rent receivables are recognised at fair value and subsequently measured at amortised cost. Refer to accounting policies in Note 3(c).

(m) Revenue recognition

The Group recognizes revenue when the customer obtains control over the promised goods or services. The revenue is measured according to the consideration to which the Group expects to be entitled in exchange for the goods or services promised to the customer, other than amounts collected for third parties.

Identifying the contract

The Group accounts for a contract with a customer only when the following conditions are met:

• a) The parties to the contract have approved the contract (in writing, orally or according to other customary business practices) and they are committed to satisfying the obligations attributable to them;
• b) The Group can identify the rights of each party in relation to the goods or services that will be transferred;
• c) The Group can identify the payment terms for the goods or services that will be transferred;
• d) The contract has a commercial substance (i.e. the risk, timing and amount of the entity's future cash flows are expected to change as a result of the contract); and
• e) It is probable that the consideration, to which the Group is entitled to in exchange for the goods or services transferred to the customer, will be collected.

For the purpose of paragraph (e) above the Group examines, inter alia, the percentage of the advance payments received and the spread of the contractual payments, past experience with the customer and the status and existence of sufficient collateral.

If a contract with a customer does not meet all of the above criteria, consideration received from the customer is recognized as a liability until the criteria are met or when one of the following events occurs: the Group has no remaining obligations to transfer goods or services to the customer and any consideration promised by the customer has been received and cannot be returned; or the contract has been terminated and the consideration received from the customer cannot be refunded.

Combination of contracts

The Group combines two or more contracts entered into on the same date or on proximate dates r its Group contiented with of the customer) and accounts for them as one contract when one or more of the following conditions are met:

• a) Negotiations were held on the contracts as one package with a single commercial purpose;
• b) The amount of the consideration in one contract depends on the price or performance of a different contract; or
• c) The goods or services promised in the contracts (or certain goods or services promised in each one of the contracts) are a single performance obligation.

Identifying performance obligations

On the contract's inception date the Group assesses the goods or services promised in the contract with the customer and identifies as a performance obligation any promise to transfer to the customer one of the following:

• a) Goods or services (or a bundle of goods or services) that are distinct; or
• b) A series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer.

The Group identifies goods or services promised to the customer as being distinct when the I wo Group Tuemilles goods or services on their own or in conjunction with other readily eastomer our benom from are goods promise to transfer the goods or services to the customer is a vanable resources and the Croup o promises in the contract. In order to examine whether a promise separately loominable from Sace proxely identifiable, the Group examines whether it is providing to traistor goods of be receive the goods or services with other goods or services promised in the contract into one integrated outcome that is the purpose of the contract.

The Group's key sources of income include income from services to tenants fincluding The Croup's "Ky" Sources" or "heems" or coverable from tenants as well as income from hotel operations, such as room rental and sale of food and beverage.

Revenue from services to tenants

The Group enters as a lessor into lease agreements that include ancillary services provided to r no Group onens as a resolo on its behalf, and other charges billed to tenants, tenants by the Group is entitled to payments. Services include common area maintenance services (such as cleaning, security, landscaping and snow removal of common areas), as well as other (Such as oldaining, boounly) failus supers atering and other event related services). These services are specified in the lease agreements and are separately invoiced.

The Group has determined that these services constitute distinct non-lease components (transferred separately from the right to use the underlying asset) and are within the scope of IFRS ( transicity of soparatery nom in the contract to the separate lease and revenue (nonlease) components on a relative stand-alone selling price basis.

The revenue from service charges is recognized over time as services are rendered.

The Group arranges for both third parties and related parties to provide certain services to the tenants. The Group is primarily responsible for fulfilling the promise to perform the specific tenants. The Group bears inventory and credit risk on these transactions as it obliged to pay the service provider even if the tenant defaults on a payment,

The Group controls the service before it is provided to the tenant and, hence, is principal rather than agent in these contracts, and thus reports revenue on a gross basis; that is the amounts billed man agent in these contracts, and the reparge income from contracts with tenants and operating costs are recorded as purchased services in Service Charge expenses.

Revenue from hotel operations

At its owned leased and managed hotels, the Group's performance obligation is to provide accommodation and other goods and services to guests. Revenue includes rooms revenue and food and beverage sales, which is recognised when the rooms are occupied and food and beverages are sold.

Deferred income (n)

Deferred income represents income which relates to future periods.

Prepayments

The Group receives prepayments from tenants for ancillary services and other charges (heating, water, insurance, cleaning etc.) monthly. These prepayments received from tenants are mainly settled once a year against the operating cost receivables. By the time of settlement, the prepayment and operating costs receivable balances are presented gross in the consolidated statement of financial position.

Tenancy deposits (0)

Tenancy deposits are paid to ensure the property is returned in a good condition. The tenancy deposits can also be used if a loss of rent occurs.

Property operating expenses (p)

This item includes operating costs that can be recharged to the tenants and direct management costs of the properties. Maintenance expenses for the upkeep of the property in its current condition, as well as expenditure for repairs are charged to the consolidated statement of profit or loss. Refurbishment that takes place subsequent to the property valuation, thus excluded in its additional value, will also be stated in this account, until the next property valuation.

Taxation (q)

Income tax on the profit or loss for the year comprises current and deferred tax.

The Group is subject to income and capital gains taxes in numerous jurisdictions. Significant judgement is required to determine the total liability for current and deferred taxes.

The Group recognizes liabilities for current taxes based on estimates of whether additional taxes will be due. Where the final outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income and deferred tax liabilities in the period in which the determination is made. Deferred tax assets and liabilities are recognized on a net hi basis to the extent they relate to the same fiscal authority and tax paying entity and fall due in approximately the same period.

Current income tax (i)

Current income tax is the expected tax payable (or receivable) on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date in the countries where the Group operates and generates taxable income. Current taxes also include taxes in respect of prior years and any tax arising from dividends.

Current income tax is charged or credited in profit or loss, except when it relates to items charged or credited directly to other comprehensive income or equity, in which case the deferred tax is recognized in other comprehensive income or equity, respectively.

Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax (ti)

Deferred tax is provided using the liability method on temporary differences between the tax bases witness Defened tax is provided asing the naomsy mounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

• When the deferred tax liability arises from the initial recognition of goodwill of of an which the deferred tax mazine) artoos as to business combination and that affects neither accounting nor taxable profit or loss; and
• " Differences relating to investments in subsidiaries and associates and joint arrangements, Differences relating to investinents in control the timing of the reversal of the temporary to the extent that the Group is as to will not reverse in the foreseeable future, either by difficience and it is product may way of distributing dividends in respect of the investment.

Deferred tax assets are recognized for all deductible temporary differences and carried forward unused tax credits and unused tax losses. Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which deductible temporary 15 probable that future and of the credits or unused tax losses can be utilized, except:

• * When the deferred tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business are intrair roobginiatiat accounting nor taxable profit or loss; and
• * In respect of deductible temporary differences associated with investments in subsidiaries In respect of deductible tomporary arreserved tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and that it is profit will be available against which the temporary differences can be utilized.

Unrecognized deferred tax assets are reassessed at each reporting date and recognized to they Omecogment that it has become probable that future taxable profits will be available against which they can be used.

The measurement of deferred tax reflects the tax consequences that would follow the manner inc which the Group expects, at the end of the reporting period, to recover or settle the carrying willial the Group Capoels, at the end of the repeating that is measured at fair value, there is antount of its assess and nabintion for in resument property will be recovered through sale.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax is charged or credited in profit or loss, except when it relates to items charged or Deleifed directly to other comprehensive income or equity, in which case the deferred tax is recognized in other comprehensive income or equity, respectively.

Deferred tax assets and liabilities are offset if a legally enforceable right exists to offset current Deleried tax assets, and the deferred taxes relate to the same taxable entity and the same taxation authority.

Note 4 Changes in accounting policies

The group has applied the following standards and amendments for the first time for the financial year beginning at 1 January 2022:

• · Amendments to IFRS 3: Reference to the Conceptual Framework (issued on 14 May 2020 and effective for annual reporting periods beginning on or after 1 January 2022);
• · Amendments to IAS 16: Property, Plant and Equipment -- Proceeds before Intended Use (issued on 14 May 2020 and effective for annual reporting periods beginning on or after 1 January 2022);
• · Amendments to IAS 37: Onerous Contracts Cost of Fulfilling a Contract (issued on 14 May 2020 and effective for annual reporting periods beginning on or after 1 January 2022):
• · Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41: Annual Improvements to IFRS Standards 2018-2020 (issued on 14 May 2020 and effective for annual reporting periods beginning on or after 1 January 2022);
• · Amendment to IFRS 16: Covid-19-Related Rent Concessions beyond 30 June 2021 (issued on 31 March 2021 and effective for annual reporting periods beginning on or after 1 April 2021).

The above standards and amendments had no material impact on the Group's consolidated financial statements.

Note 5 Standards issued but not yet effective

Certain new accounting standards and interpretations have been published that are not mandatory for reporting period commencing on 1 January 2022 and have not been early adopted by the Group:

• · Amendments to IAS 1: Classification of Liabilities as Current or Non-Current Deferral of Effective Date (issued on 23 January 2020 and 15 July 2020 respectively and effective for annual periods beginning on or after 1 January 2024);
• · Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies (issued on 12 February 2021 and effective for annual reporting periods beginning on or after 1 January 2023);
• · Amendments to IAS 8: Definition of Accounting Estimates (issued on 12 February 2021 and effective for annual reporting periods beginning on or after 1 January 2023);
• · Amendments to IAS 12: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (issued on 7 May 2021 and effective for annual reporting periods beginning on or after 1 January 2023);
• · Amendments to IFRS 16: Lease Liability in a Sale and Leaseback (issued on 22 September 2022 and effective for annual reporting periods beginning on or after 1 January 2024). The effect of applying the amendment is in examination by the Group;
• · Amendments to IAS 1: Non-current Liabilities with Covenants (issued on 31 October 2022 and effective for annual reporting periods beginning on or after 1 January 2023).

These new standards, amendments and interpretations have not been endorsed by the European union yet. Unless otherwise described above, the new standards and interpretations are not expected to significantly affect the Group's consolidated financial statements.

Investment Property Note 6

A. Reconciliation of investment property, according to its predominant use

	Germany (1)				United Kingdom
	Office	Hotels	Other	Subtotal	Hotels (2)	Totals
				EUR thousands
Balance as at 1 Janusry 2022 (incl, held for sale	1,244,095	158,359	85,317	1,487,771	2,162,977	3,650,748
assets) Acquisitions of investment	536,139	106,768	36,222	679,129	48,086	727,215
property Capital expenditure Fair value adjustments (3)	3,377 (103,570)	1,763 (46,058)	1,149 (4,877)	6,289 (154,505)	10,926 (147,385)	17,215 (301,890)
Foreign currency revaluation effect through OC1					(112,223)	(112,223)
Disposal of investment	(5,250)			(5,250)	(8,028)	(13,278)
property Other adjustments	729	5,045	(29)	5,745	6,506	12,251
Transfer to property plant					(318,136)	(318,136)
and equipment (Note 7) Total	1,675,520	225,877	117,782	2,019,179	1,642,723	3,661,902
Less: classified as held for	(130,320)		(49,710)	(180,030)		(180,030)
sale At 31 December 2022 (4)	1,545,200	225,877	68,072	1,839,149	1,642,723	3,481,872

(1) The investment property table for Germany contains non-material properties in other EU jurisdictions.

(2) Includes one residential property.

(3) Excludes capital losses of EUR 8 million.

(4) Includes right-of-use assets of EUR 81.7 million.

	Germany (1)			Kingdom
	Office	Hotels	Other	Subtotal	Hotels	Totals
	EUR thousands
Balance as at 1 January 2021 (incl, held for sale assets)	2,071,407	146,959	93,338	2,311,704	1,892,993	4,204,697
Acquisitions of investment	16,950		6,376	23,326		23,326
property Capital expenditure	22,957(2)	434	રે 18	23,969	7,494	31,403
Fair value adjustments	81,042	7,258	17,173	105,473	158,862	264,335
Foreign currency revaluation effect					143,791	143,791
Disposal of investment	(951,450)		(32,152)	(983,602)	(31,451)	(1,015,053)
property Other adjustments	3,189	3,708	(4	6,961	(8,712)	(1,751)
Totsl	1,244,095	158,359	85,317	1,487,771	2,162,977	3,650,748
Less: classified as held for	(56,600)		(6,260)	(62,860)		(62,860)
sale At 31 December 2021 (3)	1,187,495	158,359	79,057	1,424,911	2,162,977	3,587,888

(1) The investment property table for Germany contains non-material properties in other EU jurisdictions.

(4) Capital Expenditure in the amount of EUR 17.2 million is related to a portfolio of assets sold in 2021,

(3) Includes right-of-use assets of EUR 79.2 million.

B. Measurement of fair value

Investment properties are measured at its fair value, which has been determined based on valuations performed by external independent appraisers with recognized professional expertise valuations performed by ontonial indoped category of the property being valued, based on market and vast experience as to the Reporting Date, by reference to properties with similar condition conditions provaling as of the Reporting Latty of Such as Discounted Cash Flow Method and locallon, as well as by using valuations tooling the "Red Surveyors (the "Red Book") and ( DCF ), in accordance with the Royal instruction of the International Valuation Standards Committee (IVSC).

Under the DCF method the forecasted future income and costs of the property over a 10 years Ollure the DCr method allo forcessed ration, by using discounts rates which is suitable in the perfou are used in the date of valuation, by acting and eather and category, specific appraisers and inherent risk as well as the prevailing market conditions as of the Reporting

Date, and an exit value at the end of the detailed cash flow period. The income mainly comprises expected rental income (current in-place rent, market rents as well as their development) net of operating expenses estimation, taking vacancy and lease-up assumptions into account, as well as estimation of anticipated capital expenditure.

Where applicable, the appraisers use the residual value method through capitalizing the future market value of the property once it is developed, less estimated cost to complete. The rental levels are set at the current market levels capitalized at the net yield which reflects the risks inherent in the net cash flows.

For certain properties which are not yet in operational status (land or development) the external appraisers performed the valuations using the comparable method.

Fair value hierarchy

The Group's investment property has been categorized as Level 3 Fair Value (as described in Note 28.2.1) based on the input to the valuation technique used and was determined considering the highest and best use measurement approach according to IFRS 13.

There were no transfers between levels 1, 2 or 3 during 2022.

Key parameters used in the valuation

As at 31 December 2022 investment properties have been valued using the discounted cash flow (DCF) method and the residual value approach. The key assumptions and parameters used to determine the fair value of the investment properties under the DCF method are further presented below(1).

		2022	2021
Key unobservable Valuation inputs technique		Weighted average	Weighted average
UK portfolio(")
DCF method	Discount rate	8.74%	7.85%
	Terminal cap rate	7.15%	6.25%
German portfolio(**)
	Value per square meter	EUR 3,770	EUR 3,227
DCF method	Market rent per square meter	EUR 15.82	EUR 13.27
	Discount rate	4 53%	3.76%
	Terminal cap rate	4.03%	4.59%
(") excluding land plots

(**) excluding properties in other jurisdiction

(1) Table excludes held for sale assets.

Properties classified as held for sale are valued according to the DCF method and residual value approach.

Sensitivity analysis

The main value drivers influenced by the market for commercial properties are the market rents and their movement, rent increases, the vacancy rate and interest rates. Significant increases (decreases) in market rent and rent increases in isolation would result in a significantly higher (lower) fair value of the properties. Significant increases (decreases) in vacancy rates and discount rate (and exit yield) in isolation would result in a significantly lower (higher) value.

The effect of possible fluctuations in these parameters is shown separately for each parameter in The following table. Interactions in these parameters are possible but cannot be quantified due to the complexity of the interrelationships.

	Change in	Change in value 2022		Change in value 2021
Valuation parameter	Parameter	EUR thousands	0/0	EUR thousands	0/0
UK portfolio Discount rate Capitalization rate	(0.25%) (0.25%)	32,133 37,883	1.78% 2.09%	38,523 51.174	1.88% 2.49%
German portfolio Discount rate Capitalization rate	(0.25%) (0.25%)	21,080 44,370	2.17% 4.56%	25,847 53,904	2.18% 4.54%

Table excludes held for sale assets.

Assuming all other variables remain constant, an opposite change in the parameters at the same Assuming an other variables remain actorathe walue, although in the opposite direction.

C. Completed transactions

• 1. In April 2022, the Group successfully acquired from third parties through an asset deal accessful oca In April 2022, the Group Successfully acquired in Berlin, with Gross Asset Value of EUR 97.2
     portfolio of six assets, predominantly located in Berlin, with Gross Asset Valuel portion of the day of the acquisition, for a total consideration of EUR 85 million (excluding transaction costs and real estate transfer taxes of EUR 9.6 million). The transaction was transaction costs and Tear estate fransfer taxes 6 - 1 wor all the assets as of this date. completed in April 2022 and the Group holds 89.9% in the property companies that own the aforementioned assets.
• 1. In May 2022, the Group acquired a residential property located in Mayfair, Condon for a In May 2022, the Group acquired a reliab.twas populars and taxes of ca. GBP 6 million (total: EUR 48 million).
• 1. In June 2022, the Group successfully carried out a transaction to take over 54% of the issued In June 2022, the Group successions - Sax properties located in Berlin, with a Gross Asset Silares of Tour Cerman Childing for the day of the acquisition, for a total consideration of approximately EUR 39 million (excluding transaction costs of ca. EUR 3 million) and approximately EUR 37 million (oxorating aux 67 million. The purchase of the entities was t acquisition miancing of approximatery ======================================================================================================================================== on IFRS 3 Business Combinations.

Therefore, the total purchase costs were allocated to the assets and liabilities on the basis of their relative fair values without recognition of goodwill and deferred taxes as follows:

	EUR thousands
Investment property (at acquisition date)	204,727
Trade and other receivables	3,014
Cash acquired	1.475
Trade and other payables	(4,665)
Total acquired	204,551
Attributable to non-controlling interest	(57,758)
Loans from non-controlling interests	(36,702)
Secured loans and borrowings	(66,976)
Payables for transaction costs	(481)
Paid in cash	42,634

1. In August 2022, the Group acquired office properties with a Gross Asset Value of EUR 36.4 million.

2. In September 2022, the Group successfully carried out a transaction to acquire 100% of the issued shares of a German entity holding one property located in Berlin, with Gross Asset Value of ca. EUR 330 million, for a total consideration of approximately EUR 196 million settled in traded bonds of Aggregate Holdings SA for their Par value of EUR 196 million (the Mark to Market value in the day of the transaction was EUR 68.7 million). The purchase of the entity was treated as purchase of group of assets and liabilities on the basis of their relative fair values and not as a business combination based on IFRS 3 Business Combinations.

	EUR thousands
Investment property (at acquisition date)	329,604
Trade and other receivables	4.636
Cash acquired	3.492
Trade and other payables	(7,272)
Secured loans and Borrowings	(130,015)
Settled in financial assets	196,200
Paid in cash(")	4.245
(*) Paid to minority stakeholder and lender

D. Advance payments for investment property

In previous years, the Group has engaged with several third parties to obtain the exclusive rights to due diligence potential portfolio acquisitions in off-market transactions, for which the company made refundable advance payments. In 2022, EUR 39.6 million were refunded to the Group, EUR 40.4 million of advance were exercised by the Group to acquire assets, and new EUR 2.6 million of advance payments were made.

Note 7 Owner-occupied property

	Hotels
	EUR thousands
Balance at 1 January 2022
Reclassification from investment property (Note 6)	318,136
Balance at 31 December 2022	318.136

Owner-occupied property includes two hotels. While the Group has been operating these hotels since their acquisition in 2020, they were initially classified as Investment Properties in the consolidated financial statements. This classification was based on Group's intention to dispose the hotel operations in the near term and retain the properties, in line with the Group's strategy.

However, due to challenging market conditions and the uncertainty surrounding the likelihood of selling the hotel operations, the Group has made the decision to transfer these hotels from Investment property (Note 6) to owner-occupied property as at 31 December 2022.

Owner-occupied properties are measured at fair value less accumulated depreciation and impairment losses. Since one or more of the significant parameters used in the valuation is not mipal ment losser amonet data, the fair value measurement is included in Level 3. See Note 6 for the key parameters used in the valuation of both investment properties and owner-occupied properties.

Note 8 investees

The reconciliation of investments in and loans to equity-accounted investees is as follows:

	2022	2021
	EUR thousands
As at 1 January	49,997	17,700
Additions and accrued interest	9,544	12,572
Share in profit (loss) from investment in equity-accounted
investees	(10,418)	19,725
Foreign currency effect	1,144
At 31 December	50,267	49,997

The balance as at 31 December 2022 reflects joint-venture investments, where, in addition to its equity investment EUR 19 million, the Group contributed loans in amount of EUR 31 million (31 December 2021: EUR 21.8 million) including accrued interest, since its initial investments.

Other short-term assets Note 9

On 31 December 2020 a subsidiary of the Group has engaged with Aggregate Holdings SA (" Aggregate") in a contract for the sale of a group of subsidiaries holding an asset complex in the ( 1555 egate ) in a venited Fürst") through a share deal. The completion of the transaction occurred in June 2021. The consideration for the sale of the shares was settled in cash and financial instruments. The total consideration was ca. EUR 876 million comprising of EUR 156 million in millions: "The toutilion in financial assets (EUR 220 million of 5.5% 2024 Aggregate Holdings SA bonds (the "Traded bonds") and EUR 500 million Project Lietzenburger Strasse PropCo S.à r.1 November 2023 bonds (the "Non-traded bonds")).

Out of the Non-traded bonds ca. EUR 151 million was settled in cash repayments until 31 December 2021. In March 2022, the Group sold to a third party the remaining Non-Traded bonds with a book value of EUR 336.9 million (which comprises with a Nominal amount of EUR 352.8 million and an Estimated Credit Losses (ECL) of EUR 15.9 million, that were booked already in 2021). The total consideration was EUR 321 million (the "Total Purchase Price").

The difference between the book value of the Non-traded bonds and the Total Purchase Price was recorded as financial expense/loss under "other financial losses".

The Total Purchase Price was settled by an immediate cash payment of ca. EUR 112.3 million which has been received by the Group in March 2022 and by a deferred payment of ca. EUR 208.7 million (the "Deferred Payment") carrying a 2% interest rate. The security package for the Deferred Payment included a full pledge over all the sold Non-traded bonds.

In December 2022, the Group received EUR 162.4 million (including EUR 3.1 million accrued interest and EUR 500 thousand interest paid in advance for the unpaid amount of EUR 50 million, representing a rate of 4% p.a.). The remaining outstanding amount of EUR 50 million as of 31 December 2022 was received after the Reporting Date (see Note 29.3).

In September 2022, the Group settled with Aggregate Holdings SA nominal EUR 196 million out of the total of nominal EUR 220 million of the Traded bonds through acquisition of an asset located in the Quartier Heidestrasse ("QH") project in central Berlin. Upon acquisition, the asset ("QH Core") had a total Gross Asset Value of approximately EUR 330 million. Net Asset Value of ca. EUR 196 million, with asset level debt of EUR 130 million with attractive debt terms of 3M Euribor + 1.45% interest, with Euribor capped at 1.2% and maturity at 2030. The asset is newly built, 94% occupied and located in a prime location in Berlin.

The remaining Traded bonds, with a nominal amount of EUR 23 million, were supposed to be settled through the acquisition of the asset QH Spring. In January 2023, the conditions precedent that was agreed in the SPA with Aggregate Holdings SA, were not met and the acquisition was not completed.

Note 10 - Assets and liabilities of disposal groups classified as held for sale

The Company expects to sell non-core properties being held by subsidiaries of the Group within the next 12 months. The Group has initiated selling activities and is in negotiations with potential buyers. As at 31 December 2022 the Company classified the investment properties with fair value of EUR 56.4 million as Assets of disposal groups classified as held for sale and investment properties with fair value of EUR 123.6 million as Assets held for sale.

Assets classified as held for sale as at 31 December 2021 in the amount of EUR 22 million were reclassified to Investment property, as management no longer expects the disposal of these properties within 12 months from the Reporting Date.

	31 December 2022
	EUR thousands
Assets	180,030
Investment property	1,949
Trade receivables and other receivables Cash and cash equivalents	658
	182,637
Liabilities
Trade and other payables	1,478
Other non-current liabilities	ರ್
Deferred tax liabilities	1,540
	3,027

Note 11 Trade and Other Receivables

	31 December 2022	31 December 2021
		EUR thousands
Rent and service charge receivables	26,933	22,570
Less: loss allowance for expected credit losses	(6,100)	(7,012)
	20,833	15,558
Receivables from related parties (Note 27)	30,829	22,536
VAT refundable	1,804	7,162
Receivables in relation to completed transactions	672	6,763
Other receivables	14.857	5,120
Total	68,995	57,139

Rent and service charge receivables are non-interest bearing and are typically due within 30 days.

Refer to Note 28 Financial Instruments for further detail on credit risk.

Note 12 Total Equity

A. Equity attributable to the owners of the Company

Share capital

As at 31 December 2022 the issued and fully paid share capital of the Company consists of 423,129,955 ordinary shares of EUR 2 each with a nominal value of EUR 846,259,910.

The authorized share capital of the Company consists of 500,000,000 ordinary shares of EUR 2 each with a nominal value of EUR 1,000,000,000.

B. Non-controlling interests

The non-controlling interest comprises mainly of third party institutional investors holding a 48.5% in the Company's subsidiary Golden Capital Partners S.A ("Golden"). The Group investments in Germany are mainly done by Golden is a Luxembourg entity, indirectly held 46.4% by the Company. As of 31 December 2022, Golden investment properties are EUR 1,757.5 million and total comprehensive loss of EUR 87.7 million was allocated to the noncontrolling shareholders of Golden.

Below is additional financial information related to Golden:

Consolidated statement of financial position	31 December 2021 31 December 2022 EUR thousands
Total assets	2,719,240	2,524,717
Total liabilities	1,864,643	1,568,194
Total equity attributable to owners of the	755,263	895.406
Company Total equity	854,597	956,523
Total liabilities and equity	2,719,240	2,524,717
Consolidated statements of profit or loss and other comprehensive income	31 December 2022	31 December 2021
	EUR thousands
Revenues	84.505	69.404
Operating profit	(107,630)	159,859
Profit (loss) for the year	(169,812)	76,333

Transactions with NCI during the year

On 1 June 2022, a third party investor (the "Investor"), made a 4.18% investment in our indirect subsidiary Vivion Investments S.à r.l, through shares and shareholder loans. Subsequently to its first investment in June, the Group sold 5.82% equity interest in Vivion Investments S.à r.l. and shareholder loans to the Investor. As of the reporting date the Investor holds 10% of the shares and shareholder loans of Vivion Investments S.à r.l.

Toriase Public Company Ltd

Note 13 Secured Loans and Borrowings

						31 December 2022		31 December 2021
			Interest	Payment			of OR thousands
Interest type	Loan date	Original amounts of loan	mechanism and rate	principal date of	Cap/Swap rates ("")	Principal value	Carrying amount	Principal value	Carrying amount
Variable	2 April 2018	GBP 449,800	3M Sonia + 3.19%	1 April 2023	Cap rate 2,00%	297,896	282.013	312,384	328,597
Variable	18 June 2020	EUR 130,000 thousands (") thousands	3M Euribor + 1.45%	30 June 2030	Cap and swap at 1.20%	130,015	130,015
Variable	30 September 2019	EUR 105,071 thousands	3M Euribor + 1.54%	30 September 2024	3M Euribor Cap rate 1.5%	96,534	ਰੇਂ 31 ਤ	ਰੇਰੇ I (1	98.833
Variable	29 October 2020	EUR 85.000 thousands	3M Euribor + 2,10%	31 December 2024	Swap 0.17% and -0.32%	78,838	78,258	81,388	80.835
Variable	4 October 2019	EUR 95.500 thousands	3M Euribor + 1,80%	October 2026 ব	3M Euribor Cap rate 0,65%	75,113	75,347	95.260	94,380
Variable	24 May 2022	EUR 67.000 thousands	1 M Euribor + 2.35%	23 May 2024	n/a	67,316	67,577
Variable	3 February 2020	EUR 29.000 thousands	3M Euribor + 1,51%	30 November 2024	3M Euribor Cap rate 1,04%	26,600	26,600	27,400	27,400
Fixed	12 March 2015	EUR 28,000 thousands	2.24%	28 February 2025	n/a	23-185	23,185	23.847	23,847
Variable	26 May 2020	EUR 25,000 thousands	3M Euribor + 1,38%	30 June 2027	3M Euribor Cap (4,75 years) rate 1,00%	23,240	23.183	23,958	23,879
Fixed	I 1 November 2017	EUR 22,000 thousands	2.27%	30 September 2027	n/a	18,987	18.987	19.598	19, 298
Fixed	11 February 2015	EUR 5,000 thousands	2.24%	28 February 2025	n/a	4 233	4.233	4,349	4,349
					Total	841,957	825,713	687,345	701,718
						Other loans	9,073		4,819
						Less current maturities SACUTAD JOANS 200 horrowings	542 355 292,431		(15,350) 691,187

The loan was refinanced subsequent to the reporting period (see Note 29.1) For the fair value of the Cap/Swap rates Derivatives (see Note 28.2.1).

幻影
《

542,355

Total non-current secured loans and borrowings

57

• (1) As part of the bank loans received by the Group companies have undertaken to maintain certain financial ratios, inter-alia, LTV ratios, debt service coverage ratio, interest coverage ratios, NOI Debt Yield minimum and loan to annual rent ratio. As at 31 December 2022, the Group is fully compliant with all covenant requirements.
• (2) To secure bank loans and borrowings the Group pledged properties with a total fair value as at the Reporting Date of EUR 2,443.4 million (2021: EUR 2,073.6 million).
• (3) During the reporting period the Group made EUR 42.5 million repayments of its loans and borrowings, out of which GBP 26 million (EUR 31.3 million) repayment of its loan facility in UK.
• (4) During the reporting period the Group secured financing in the amount of EUR 67 million and acquired in a share deal EUR 130 million (for more information please see note 6.C.4 and 6.C.5).

Note 14 Senior Unsecured Bonds and Convertible Bonds

The below overview summarizes the outstanding Senior Unsecured Bonds per the reporting date:

Senior Unsecured Bonds(4)	Currency	Neminal amount ( នៃ) thousand)	Coupo n rate (p,a;> 9/0 }	[SSUC price (%)	SSUSINGS - maturity	31 December 2022	31 December 2021 EUR thousands
Bond I	EUR	700,000	3.00%	100,00	08/2019 - 08/2024	649, 248	690,555
Bond II (1)	EUR	640,000	3.50%	98,68	10/2019 - 10/2025	611,459	634.461
Total						1,261,407	1,325,016
Convertible Bond (2) (3)	EUR	200,000	2.25%	100,00	08/2020 - 08/2025	182,343	175,648
Total Senior Unsecured Bonds						1,443,750	1,500,664
Total accrued interest on Senior Unsecured D -------						14,328	13,677

• (1) In 2022 the Group performed a buy-back of its own issued unsecured bonds, in a nominal amount of EUR 71.9 million (EUR 46.4 million from the 3% 2024 Bonds; EUR 25.5 million from the 3.5% 2025), which resulted in a profit of EUR 2.6 million. Subsequent to the Reporting Date, the Group preform additional buy-back of its own issued unsecured bonds, in a nominal amount of EUR 32.4 million (EUR 20 million from the 3% 2024 Bonds; EUR 12.4 million from 3.5% 2025 Bond). Resulting in a total buy-back of EUR 104.3 million as of the Report Date.
• (2) The convertible bonds include certain features as follows:
  • · Conversion feature in case of an Initial Public Offering ("IPO') of the Subsidiary;
  • · Certain redemption options by the Subsidiary.
• (3) As at 31 December 2022 the fair value of the embedded derivative component of these convertible bonds features was EUR 35.5 million, which is presented as part of the Derivative financial liabilities, and valued by third party appraisal.
• (4) As part of the issuing of the senior unsecured bonds and the convertible bonds by the Subsidiary, the Group has undertaken to maintain certain financial ratios, inter-alia, LTV ratios and interest coverage ratio.

As at 31 December 2022, the Group is fully compliant with all covenant requirements.

Note 15 - Loans from Related parties and Non-Controlling Interests

	31 December 2022	31 December 2021
	EUR thousands
Unsecured Loans and accrued interest from related parties (1) (4)	614.595	614.993
Unsecured Loans from non-controlling interests (2) (3) (4) (5)	690.346	527,168
Total	1,304,941	1,142,161

• (1) The loans bear an annual interest rate of 5.15%-5.50%, payable in the 10th anniversary year (2028- 2032). In addition, the Group at it sole discretion, have the right to prepay the loan (2020 1002). In a subject to 3 days' notice, or to extend the loan term by additional five years.
• (2) As part of the share subscription agreements with non-controlling shareholders in Golden, Which hold 48.5% of Golden shares, the non-controlling interest shareholders provided loans to Golden (the "Golden Investors' Loans"). As at 31 December 2022 the Golden Ibans to Golden (the "Gudin xn use of EUR 524 million and bear 5.25% annual interest rate, payable in the 10th anniversary year (2028-2030). In addition, Golden at its sole discretion, have the right to prepay the Golden Investors' Loans at any time subject to 3 diserench, have and the Golden Investors' Loans term by additional five years. It was also agreed that Golden may, occasionally at its sole discretion, subject to 7 days' notice, also agrood that Golden Into its own ordinary shares according to a conversion ovirent the Golden's share capital value based on external valuation report as of proo will a renersion. The Shareholder loan provided from the Group to Golden holds the same terms and conditions as the Golden Investors' Loans.
• (3) Any prepayment or conversion of the Golden Investors' Loans may be executed only on a pro rata basis according to each shareholder stake in Golden.
• (4) Loans from Related parties and non-controlling interests are unsecured and subordinated to the other Group debt to third parties.
• (5) During the year, the Company's indirect subsidiary Vivion Investments S.à r.l. issued and During the Jean, and shareholder loans of Vivion Investment S.a r.l. to a third party investor (the "Investor") for a consideration of EUR 131 million (excluding transaction costs).

The Investor's Loans bear 5.15%-5.50% annual interest rate, payable on the 10th anniversary year. In addition, the Group may, occasionally at its sole discretion, subject to 7 days' notice, convert the loan into ordinary shares of Vivion Investment S.à r.l. according / days floused, conversion reflects the Vivion Investment S.à r.l.'s share capital value based on external valuation report as of the date of conversion. It was also agreed that the Group on its sole discretion have the right to prepay the loan at any time subject to 3 days' notice, or to extend the loan term by an additional five years.

Any prepayment or conversion of the Investor's Loans may be executed only on a pro rata basis according to each shareholder stake in Vivion Investment S.à r.l.

Note 16 Reconciliation of movement of liabilities to cash flow arising from financing activities

The tables below detail the reconciliation of the Group's liabilities from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows, or future cash flows, will be classified in the Group's consolidated statement of cash flows from financing activities.

	Secured Loans and borrowings	Senior Unsecured Bands	Convertihle hond (1)	Loans from related parties	Loans from BOIL- controlling interests
			EUR thousands
Balance as at 1 January 2022	706,537	1,325,016	175,648	614,993	527,168
Acquisitions of subsidiaries, net	202,245				36,702
Additions			1		93,136
Repayments	(68,823) (2)		-	(1,355)
Buy-back of bonds		(66,073)(3)
Amortization of debt issuance
costs	886	5,236	રે રેડિ		184
Accrued interest				29,226	27,350
Gain from buy-back		(2,609)
Non-cash changes			6,143	165
Foreign exchange effect	(7,271)			(29,376)	(તુરર)
Other charges	1,212	(163)		942	6,761
Dalango no at 31 Dannombor 7172	831 786	1761 407	187,343	614 595	691).346

(1) Amounts of Convertible bonds exclude the embedded derivative in the amount of EUR 36.5 million (see Note 28.2).

(2) Including repayments from non-cash restricted deposits in the amount of EUR 22.5 million.

(3) Excluding EUR 1.4 million related to accrued interest.

	Secured Laans and borrowings	Senior IInsecured Bonds	Convertible bond	Loans fron related parties	Loans from non- controling interest
Balance as at 1 January 2021	792,681	980,094	EUR thousands 168,706	837,437	502,135
Acquisitions of subsidiaries, net	3,620
Additions		340,348		1,923
Repayments	(117,904)		-	(109,714)
Debt issuance costs
Accrued interest				36,882	24,367
Amortization of debt issuance costs	1,477	4,716	552		184
Non-cash changes			6,143	(194,926)
Foreign exchange effect	25,811			43,391
Other charges	852	(142)	247		482
Balance as at 31 December 2021	706,537	1,325,016	175,648	614,993	527,168

Note 17 Trade and other payables

	31 December 2022	31 December 2021
	EUR thousands
Trade payables	18.507	14,514
Transaction cost accruals(")	15,700
Payables to related parties (Note 27)	12.968	4,608
VAT payables	4.948	3,628
Other accrued expenses	6.158	4.107
Total	58,281	26,857

(') Includes mainly Real Estate Transfer Tax

Note 18 Other short-term liabilities

	31 December 2022	31 December 2021
	EUR thousands
Accrued interest on secured bank loans and senior unsecured bonds	17,922	21,267
Deferred income	18.923	16,142
Total	36,845	37,409

Note 19 Leases, contingent liabilities and commitments

A. Leases

(i) Long-term lease liabilities

Long-term lease liabilities include the Group's future financial obligations due to its land leases in accordance with IFRS 16:

	2022	2021
	EUR thousands
As at 1 January	79.363	74.902
Land lease reassessment	7,226	83
Additions (disposals), net		(442)
Interest expenses	4.607	4.415
Payments	(5,398)	(4.685)
Foreign exchange effect	(4,394)	5,090
Balance as at December 31	81.404	79,363

(ii) Leases as a lessor

The Group has entered into long-term rent agreements as a lessor of its investment properties. The future minimum rental income under non-cancellable operating leases is as follows(7):

	As at 31 December
	2022	2021
	EUR thousands
Less than one year	187,129	151.159
One to two years	185.625	150,605
Two to three years	174,728	147,572
Three to four years	169,539	132,019
Four to five years	165,812	125,029
More than five years	1,053,883	817,091
Total	1,936,716	1,523,475
() avaluding propertige classified as held for sale

B. Contingent liabilities and commitments

The Group is exposed to various legal claims arising from the ordinary course of business which are individually and in aggregate considered not material.

Note 20 Revenues

	For the year ended 31 December
	2022	2021
	EUR thousands
Rental income	187,872	171,903
Service charge income	27,148	16,966
Hotel income	37,476	9,062
Total	252,496	197,931

Note 21 Property operating expenses

	For the year ended 31 December
	2022	2021
	EUR thousands
Service charge expenses	18,998	14.992
Direct cost of hotel operations	14.376	5.974
Other property operating expenses*	14,792	5,692
Total	48.166	26,658

*inclusive of expenses related to hotel operations

Note 22 General and administrative expenses

	For the year ended 31 December
	2022	2021
	EUR thousands
Legal and professional fees	15.466	7,789
Expected credit losses on rent and other receivables	177	4,273
Asset management fees	2.064	1,212
Audit fees	1.458	1,502
Other general and administrative expenses *	13,857	2.992
Total	33.022	17,768

*inclusive of expenses related to hotel operations

The following table shows the breakdown of audit, audit-related, tax and other services rendered by KPMG audit firm network and by other audit firms:

	For the year ended 31 December
	2022		2021
	EUR thousands
	KPMG Network	Other andit firms	KPMG Network	Other audit firms
Audit fees	1,218	240	1,062	409
Audit related fees			31
Tax and other services	39	73	83
Total	1.257	313	1,176	409

Finance expenses Note 23

For the year ended 51 December
EUR thousands
29,926 48,193 78,119 (17,820) 60,299 27,020 27,350	26,823 42,463 69,286 (17,345) 51,941 30,972 24,367
(3,847) 110,822	(3,614) 103,666
4,607 6,594 2,601 13,802	4,415 7,095 7,647 19,157 26,149
	56,066

(1) The interest expenses on Unsecured related party loans and on the Unsecured Non-Controlling interest loans are only payable in the 10th anniversary year of the loan (see Note 15).

Income tax Note 24

The main tax laws imposed on the Group companies in their countries of residence:

United Kingdom (1)

The UK subsidiaries are subject to taxation under the United Kingdom. The corporation tax rate for UK. companies in 2022 is 19%.

On 24 May 2021, the report stage and third reading of the UK Finance Bill 2021 in the House of On 24 May 2021, the report stage and annerveans were passed. The amendments Commons took place that the than 'go rate from 19% to 25% on profits over GBP 250 thousand starting from 1 April 2023.

Germany (2)

The German subsidiaries are subject to taxation under the laws of Germany. Income taxes are The Genman substantino are subject is of 15% for 31 December 2022, plus an annual solidarity carcharge of 5.5% on the amount of federal corporate taxes payable (aggregate tax rate: 15.825%).

On 7 May 2021, the Federal Council approved a new amendment to the German Real Estate On 7 May 2021, the Pederal Council approvou a norther things, introduces an entirely new I ransfer Tul. < 100x > which stipulates that the transfer of 90% of the shares in a corporation provision for ocrporations a period of 10 years triggers RETT. The new law is applied as of 1 to new sharenousers main a perce active effect, however, transactions prior to the date of effectiveness may nevertheless be relevant. The Group analyzed the new law, and concluded that in the current structure of the company there is no material effect.

With the Annual Tax Act 2022 (Jahressteuergesetz 2022) that came into force 16 December 2022, with the Alliaul Plat For 2012-2019 which provides for a revised valuation of real estate. This may a new regulation was maroution of RETT and is therefore relevant for the Group in case of new acquisitions.

Luxembourg (3)

The Luxembourg subsidiaries are subject to taxation under the laws of Luxembourg. The effective corporation tax rate applicable in 2022 for Luxembourgish companies is 24.94%.

(4) Cyprus

The Company and its Cypriot subsidiaries are subject to taxation under the laws of Cyprus. The corporation tax rate for Cypriot companies is 12.5%. Under certain conditions interest income of oor portulon kan have to of of your contribution at the rate of 30%. In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defense contribution at the rate of 17%.

Composition of income tax expense (income)

The major components of income tax expense recorded in the profit or loss statement are:

		For the year ended 31 December
	2022	2021
	EUR thousands
Current tax expense Current year	18,578	20,237
Adjustments for prior years, net	(233)	4,218
	18,345	24.455
Deferred tax expense (income) Origination and reversal of temporary differences Income tax expense (income)	(37,447) (19,102)	100,021 124,476

Reconciliation of tax expense and the accounting profit multiplied by Cyprus's tax rate is as follows:

	For the year ended 31 December
	2022	2021
	EUR thousands
Statutory income tax rate	12.5%	12.50%
Profit (loss) before taxes	(329,709)	313,437
Tax expenses (income) using the Company's domestic tax rate	(41,214)	39,180
	(17,576)	(1,527)
Income not taxable for tax purposes	38,160	1,690
Non-deductible expenses Effect of tax rates in foreign jurisdictions	(29,658)	26,279
Deferred tax assets not recognized for tax losses and other timing differences	31,648	16,700
Effect of changes in enacted tax rates	(1,740)	39,042
Adjustments for prior years	130	3,347
Other differences, net	1,148	(235)
Income tax reported in the statement of profit or loss	(19,102)	124,476

The deferred income tax liability is reflected in the statement of financial position as follows:

	31 December 2022	31 December 2021
	EUR thousands
Deferred tax liabilities	235.408	283.763
Total deferred income tax liability	235,408	283,763

The deferred tax liability arises from the following components:

	2022	2021
	EUR thousands
As at 1 January	283,763	174.170
Revaluations of investment property to fair value	(43,137)	61,000
Derecognition due to disposal of subsidiary		(206)
Impact due to changed deferred tax rate		39.042
Foreign exchange differences	(8,661)	8,122
Fair value of Derivatives	1,818
Other	1,625	1,635
As at 31 December	235,408	283,763

Earnings per share Note 25

The calculation of basic EPS has been based on the following profit attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding.

	2022	2021
	EUR 000
Profit (loss) attributable to ordinary shareholders Weighted average number of ordinary shares	(218,026) 423,130	148,184 301,671
Basic EPS attributable to ordinary shareholders - cent	(0.52)	0.49

Diluted EPS is the same as basic EPS.

Operating Segments Note 26

The Group has two reportable segments - as described below, which form the Group's strategic business units. The allocation of resources and evaluation of performance are managed separately for each business unit because they have different asset class and different geography, hence exposed to different risks and required yields.

For each of the business units, the Group's chief operating decision maker (CODM) reviews management reports on at least a quarterly basis for:

• Properties located in Germany,
• · Properties located in the United Kingdom.

The CODM is the Group's Chief Executive Officer.

Commercial properties in Germany include predominately office asset class (82% of the total fair value of the German portfolio as at 31 December 2022). The other asset class in Germany include hotels, residential and retail investment property. None of these segments meets any of the quantitative thresholds for determining reportable segments during the Reporting period.

The accounting policies of the operating segments are the same as described in Note 3 regarding significant accounting policies presented above. Performance is measured based on segment operating profit as included in reports that are regularly reviewed by the CODM. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the segments' results. Segment results reported to the CODM including items directly attributable to a segment on a reasonable basis. Financial expenses, financial income and taxes on income are managed on a group basis and, therefore, were not allocated to the different

segment activities. Segment assets comprise mainly investment property, cash and equivalents and operating receivables whereas segment liabilities comprise mainly borrowings and operating payables.

Information regarding the results of each reportable segment is provided below:

	United		Total
	Kingdom	Germany	Consolidated
Year ended 31 December 2022		EUR thousands
Revenues	163,462	89,034	252,496
Property revaluations and capital gains	(150,111)	(159,798)	(309,909)
Property operating expenses	(22,801)	(25,365)	(48,166)
General and administrative expenses	(11,563)	(10,447)	(22,010)
Reportable segment operating profit	(21,013)	(106,576)	(127,589)
Share in profit from investment in equity-
accounted investees			(10,418)
Corporate general and administration
expenses			(11,012)
Net finance expenses			(180.690)
Profit before tax	(21,013)	(106,576)	(329,709)

	United		Total
	Kingdom	Germany	Consolidated
Year ended 31 December 2021		EUR thousands
Revenues	126,643	71,288	197,931
Property revaluations and capital gains	157,203	131,976	289.179
Property operating expenses	(9,042)	(17,616)	(26,658)
General and administrative expenses	(3,381)	(9,744)	(13,125)
Reportable segment operating profit	271,423	175,904	447,327
Share in profit from investment in
equity-accounted investees			19,725
Corporate general and administration
expenses			(4.643)
Net finance expenses			(148.972)
Profit before tax	271,423	175,904	313,437

Note 27 Related party disclosures

The parent of the Company is Dorota Limited, a company incorporated in Cyprus. The ultimate parent of the Company is Turanco Investment Limited, a company incorporated in Cyprus.

The Group's investment in significant subsidiaries are listed in the following table:

			31 December
Subsidiary	Country of	Principal	2022	2021
	incorporation	activities	% equity interest
Subsidiaries held directly and indirectly by the Company
Vivion Investments S.a r.l.	Luxembourg	Holding	90.0%	100.0%
Lux Investment Company 210 S.à r.l.	Luxembourg	Financing	90.0%	100.0%
Ribbon HoldCo Limited	United Kingdom	Holdings	90.0%	100.0%
UK Investment Company 211 Mezz HoldCo Limited	United Kingdom	Holdings	90.0%	100.0%
Zinc Hotels HoldCo Limited	United Kingdom	Holdings	90.0%	100.0%
Vivion Capital Partners S.A.	Luxembourg	Financing	90.0%	100.0%
Golden Capital Partners S.A.	Luxembourg	Holdings	46.4%	51.5%

	31 December 2022	31 December 2021
Consolidated statement of financial position	EUR thousands
Rent and other receivables from related parties	30,829	22,536
Loans to related parties	80,121	61,344
Loans to parent company	77,109	12,737
	157,230	74,081
Loans to equity-accounted investee	27,439	21,841
Payables to related parties	(12,968)	(4,608)
Loans from related parties	(52,725)	(46,030)
Loans from parent company	(561,870)	(568,963)
	(614 595)	(614.993)

The following balances with related parties are included in the consolidated financial statements:

• (1) Loans to related parties bear weighted average interest rate of 5.2%.
• (2) Loans to equity-accounted investee bear weighted average interest of 6.8% and are repayable within 2023 to 2027.
• (3) Receivables and payables from/to related parties relate to the operations/activities of the Group.

	For the year ended 31 December
	2022	2021
Consolidated statement of profit or loss	EUR thousands
Rental and service charges income (2)	101.465	98,315
Services and management fee charges (1)	(7,885)	(6.887)
Interest income on loans to related parties	4.987	4.895
Interest income on loans to parent company	1.066	1.016
Interest expense on loans from related parties	(3,657)	(10,401)
Interest on loans from parent company	(25,569)	(26,482)

• (1) The Group is engaged with affiliated companies to the beneficial owner of the Company for providing services to the Group companies. These services include General Management, Asset Management, Property Management, Project Management and Facility Management, which are being charged for as a percentage of the rental income and/or Gross operating profit of the respective property company.
• (2)

Director fees

In 2022, the Group paid Director's fees of approximately EUR 106 thousand (2021: EUR 58 thousand).

Note 28 Financial instruments and risk management

The Group's principal financial liabilities are loans, notes and borrowings. The main purpose of these loans, notes and borrowings is to finance the acquisition of its property portfolio. The Group has rent and other receivables, trade and other payables and cash equivalents that arise directly from its operations.

28.1 Composition of financial instruments

Below is an overview of the financial assets and liabilities, held by the Group as at 31 December 2022 and 31 December 2021:

Financial assets

	31 December 2022	31 December 2021
	EUR thousands
Financial assets at amortized cost
Cash and cash equivalents	863.069	803,672
Financial assets at amortized cost (2)	18,225	336,870
Trade and other receivables	68,995	57.139
Other financial assets	67,557	59,315
Restricted bank and other deposits	26,279	40.676
Loans to related parties	157,230	74,081
Loans to equity-accounted investees	31,441	21,841
Financial assets at fair value
Financial assets at fair value through profit and loss*	66,963	95,857
Financial assets at fair value through other comprehensive	7,959	138,600
income (1) Total	1,307,718	1,628,051
* including Derivatives

Financial liabilities

	31 December 2022	31 DECEMBER 2023
	EUR thousands
Financial liabilities at amortized cost
Senior Unsecured Bonds	1,261,407	1,325,016
Secured Loans and borrowings (incl. current portion)	834,786	706,537
I Insecured Convertible bond	182,343	175,648
Long-term lease liabilities	81,404	79,363
Liability for sale and leaseback transaction	63,086	64,048
Other short-term liabilities	36,845	37,409
Trade and other payables	64,029	33,266
Tenant deposits	3.826	2,269
Unsecured Loans from related parties	614,595	614,993
Unsecured Loans from non-controlling interests	690,346	527.168
Financial liabilities at fair value
Other financial liabilities (3)	69.846
Derivative financial liabilities	42,445	32,452
Total	3,944,958	3,598,169

• (1) In September 2022, the Group completed a transaction with Aggregate Holdings SA to settle the remaining outstanding position of the traded bonds (the "Bonds"), with a nominal amount of approximately EUR 220 million. As of the Reporting date, EUR 196 million of the outstanding Bonds nominal amount was settled through acquisition of an asset in the Quartier Heidestrasse ("QH") project in central Berlin. Upon acquisition, the asset ("QH Core") had a total Gross Asset Value of approximately EUR 330 million, and Net Asset Value of ca. EUR 196 million. The asset is newly built, income producing, well occupied and located in a prime location in Berlin. As of 31 December 2022, the Bonds fair value is ca. EUR 8 million. For more information see Note 6.C.5.
• (2) In October 2022, the Group granted as part of a real estate transaction a loan to a third party in the amount of EUR 18 million. The loan has a maturity of 2 years, bears fixed interest rate of 6%-7.5% per annum, and secured by multiple securities.

(3) As of December 31, 2022, other financial liabilities include the option granted by the Group As of December 51, 2022, other manonial natified increases assistadiary, for an amount equal to the to the myestor for its share in one of the indirect subsidiary at the exercise date. This contract may be exercised in December 2026, subject to specific non-performance obligations. The may of citiessed in Decomber 2020, backed wing the assumption that the net assets of the indirect subsidiary is a close approximation of its fair value.

28.2.1 Fair value measurement hierarchy

The following table shows the fair value measurement hierarchy of the Group's assets and The Tollowing Table Shows the Tair Value as 31 December 2022 and 31 December 2021 under the relevant fair value hierarchy. In addition, presented are the financial liabilities that are not the relevant fair value and for which their carrying amount differs from the fair value:

		31 December 2022 Fair value measurement using EUR thousands
	Carrying amount	Total fair value	Quoted prices in active market (Level 1)	Significant observable inputs {Level 2}	Significant unobservable inputs (Level 3)
Financial assets
Financial assets at fair value through profit and loss	34,718	34,718	34,718
Financial assets at fair value through	7,959	7,959	7,959
other comprehensive income Derivative financial instruments(*)	32,245	32,245		32,245
Total	74,922	74,922	42,677	32,245
Financial liabilities Other financial liabilities	69,846	69,846			69,846 42,445
Derivative financial liabilities	42,445	42,445			112,291
Tatal	112,291	112,291

(*) Variable interest rate bank loans are hedged with interest cap rate and interest swap rate derivatives with a fair value of EUR 32,2 million as at 31 December 2022.

		31 December 2021
			Fair value measurement using
			EUR thousands
	Carrying amount	Total fair value	Quoted prices in active market (Level 1)	Significant observable inputs (Level 2)	Significant unobservable inputs (Level 3)
Financial assets Financial assets at fair value through	24,406	24,406	24,406
profit and loss Financial assets at fair value through	138.600	138,600	138,600
other comprehensive income Derivative financial instruments (*) Tatal	71,451 234,457	71,451 234,457	163,006		71,451 71,451
Financial liabilities Derivative financial liabilities Total	32,452 32,452	32,452 32,452			32,452 32,452

(*) Includes option on traded notes held as of 31 December 2021 in the amount of EUR 71.4 million.

Level 1: the fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period.

Level 2: the fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable data and rely as little as possible using valuation techniques which maximize the associed to fair value of financial instrument are observable, the instrument is included in level 2.

Level 3: if one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

There have been no transfers between Level 1, Level 2 and Level 3 during 2022 and 2021.

28.2.2 Financial assets and liabilities at amortized cost

The carrying amounts of certain financial assets and liabilities, including cash and cash equivalents, trade receivables, other receivables, restricted bank and other deposits, other financial assets, loans to equity-accounted investees, trade payables, other payables are the same or proximate to their fair value. The main part of loans and borrowings bear variable interest rate, and thus are proximate to their fair value.

The loans from related parties and non-controlling interests proximate to their fair value.

The following table represents the fair value of financial liabilities for disclosure purposes:

		31 December 2022		31 December 2021
	Carrying amount	Fair value	Carrying amount	Fair value
		EUR thousands
Convertible bond(3)	182,343	151,700	175,648	175,002
Senior Unsecured Bonds(1)(2)	1,261,407	987,046	1,325,016	1,308,468
Total	1,443,750	1,138,746	1,500,664	1,483,470

(1) The fair value of the senior unsecured bonds are based on price quotations at the reporting date (Level 1).

(2) The Senior Unsecured Bonds include capitalized issuance costs of EUR 7 million (2021: EUR 14 million).

(3) The fair value of the convertible bond is following the quoted price of the Senior unsecured bonds (Level 2).

28.3 Risk Management

The Group is exposed to the following risks from its use of financial instruments:

• Credit risk:
• r Liquidity risk;
• 24 Interest rate risk;
• Currency risk.

This note presents quantitative and qualitative information about the Group's exposure to each of the above risks, and the Group's objectives, policies and processes for measuring and managing risk.

The Board of Managers has overall responsibility for the establishment and oversight of the Group's risk management framework.

The Group's risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities.

28.3.1 Credit risk

Credit risk is the risk of financial loss to the Group if a tenant or counter party to a financial instrument fails to meet its contractual obligations and arises mainly from the group's receivables from tenant. The Group has no significant concentration of credit risk.

The Group recognized an impairment loss for Financial assets at FVOCI for an amount of EUR 10.1 million (2021: EUR 68.5 million), and allowance for expected credit losses for financial assets measured at amortized cost of EUR 177 thousand (2021: EUR 24.6 million).

Receivables

The Group had established a policy regarding credit risk for tenants to ensure that lease contracts are made with tenants which have an appropriate credit history. The policy is managed by the asset managers subject to control procedures relating to customer credit risk management. Monitoring on the outstanding customer receivables is conducted regularly on a continuous basis considering the aging profile of its receivables. Credit risk is further managed by requiring tenants to pay rentals in advance. At each reporting date, an analysis is performed to assess the allowance to expected credit loss on an individual basis for major tenants. The factors taken into consideration in assessing the allowance are inter alia the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. The amount of ECLs may be subject to changes in macro-economic environment. The Group's historical credit loss experience and expectation of economic condition may also not be representative of customer's actual default in the future.

Cash and cash equivalents

The Group holds cash and cash equivalents with banks and financial institutions with a short-term rating of P1 to P3 based on the ratings of Moody's.

Impairment on cash and cash equivalents has been measured on 12-month expected loss basis and reflects the short maturities of the exposures. During the year no impairment has been recognised on cash and cash equivalents. The Group considers that its cash and cash equivalents have low credit risk based on the credit ratings of the counterparties.

Derivatives

The counterparty of the derivatives held by the Group is financial institutions rated A1 based on the rating of Moody's.

Exposure to credit risk

The maximum exposure to credit risk for rent and other receivables at the reporting date by geographic regions was as follows:

Exposure to credit risk	31 December 2022	31 December 2021
	EUR thousands
Euro-zone countries	112.379	601,195
United Kingdom	23,789	29,097
Total	136,168	630,292

Assessment of expected credit losses

As at 31 December 2022, the breakdown of rent receivables is set out below:

Gross carrying amount	Loss allowance	Net balance
	EUR thousands
2,790		2,790
948	(11)	937
4.530	(118)	4.412
18.665	(5,971)	12.694
26,933	(6,100)	20,833

	Gross carrying amount	Loss allowance	Net balance
	EUR thousands
Past due 0-30 days	4 449	(1)	4,448
Past due 31-120 days	1,601	(10)	1.591
Past due 120 days to one year	9,179	(1,790)	7.389
Past due more than one year	7,341	(5,211)	2,130
Total	22,570	(7,012)	15,558

As at 31 December 2021, the breakdown of rent receivables is set out below:

The fair value of the receivables approximates the net carrying amount.

The Group assesses the expected credit loss on an individual basis for major tenants, per each aging group and had determined that the net balance as at 31 December 2022 is proximate to their fair value.

28.3.2 Liquidity risk

Cash flow forecasts are determined on both an individual company basis and a consolidated basis. The Company examines current forecasts of its liquidity requirements to ensure that there is sufficient cash for its operating needs, and it is careful at all times to have enough unused credit facilities so that the Company does not exceed its credit limits. These forecasts take into consideration matters such as plan the Group may occasionally have to use additional debt and/or equity for financing its activity, as well as compliance with law requirements.

The following are the contractual maturities of financial liabilities at undiscounted amounts and based on the future rates forecasted at the reporting date, including estimated interest payments.

		Contrass and and and and 11 to summers consequent and and
As at 31 December 2022	2022 Carrying amount	Tots!	2023	2024	2025	>2026
		EUR thousands
Secured Loans and borrowings	834,786	885,214	310,917	274,448	13,718	286,131
Senior unsecured Bonds	1,261,407	1,373,700	41,223	696,047	636,430
Unsecured Convertible bond	182,343	213,500	4,500	4,500	204,500
Long-term lease liabilities"	81,404	257,340	5,338	ર 338	2,321	241,313
Liability for sale and leaseback transaction	63,086	270,792	1,370	1,370	1,370	266,682
Tenant deposits	3.826	3,826	327	63	17	3,419
Trade and other payables	64,029	64,029	64,029
Subtolal	2,490,881	3,068,401	427,704	981,766	861,386	797,545
Unsecured Loans from related parties	614.595	809,407		1.461	2,202	805,744
I Insecured Loans from non- controlling interests	690,346	915,531			13,932	901,599
Total	3,795,822	4,793,339	427,704	983,227	877,520	2,504,888

As at 31 December 2021	2021 Carrying amount	Total	2022	2023	2024	>2025
		EUR thousands
Secured Loans and borrowings	706,537	759,407	45,038	339.787	203,291	171,291
Senior unsecured Bonds	1,325,016	1,480,514	43,400	43,400	735,058	658,656
Unsecured Convertible bond	175,648	216,336	4,500	4,500	4,500	202,836
Long-term lease liabilities1.	79,363	253,614	રું રેડ	5,155	5,155	238,149
Liability for sale and leaseback transaction	64,048	276,052	1,391	1,391	1,391	271,879
Tenant deposits	2,269	3,988		1,194	525	2,269
Trade and other payables	33,266	33,266	33,266
Subtotal	2,386,147	3,023,177	132,750	395,427	949,920	1,545,080
Unsecured Loans from related parties	614,993	841,011				841,011
Unsecured Loans from non- controlling interests	527,168	728,875				728,875
Total	3,528,308	4,593,063	132,750	395,427	949,920	3,114,966

Contractual cash flows including interest

(1) Long-term lease liabilities include Liability for sale and lease back transaction.

As disclosed in Note 13 regarding secured loans and borrowings, the Group has secured bank loans which contain financial covenants. The breach of a financial covenant may require the Group to repay part of the loans earlier than indicated in the above table.

The actual interest payments on variable interest rate loans may be different from the amounts in the above table.

The liquidity analysis presented above includes maximum amounts that may be required in respect of a financial guarantee granted. Nevertheless, it is clarified that the Group does not expect to pay these amounts as the debtor is not expected to default.

Except for these financial liabilities, it is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts.

28.3.3 Interest rate risk

The Group's exposure to the risk of changes in market interest rates relates primarily to the Group's variable-rate long-term debt instruments. The Group manages its interest rate risk by hedging long-term debt with floating rate using swap and cap contracts.

As at 31 December 2022, after taking into account the effect of hedging, the interest profile of the Group's long-term debt (Secured loans and borrowings and Senior Unsecured bonds) was as follows:

	31 December 2022	31 December 2021
	EUR thousands
Fixed rate	1,775,312	1,880,675
Capped rate	497,295	325,327
Total	2,272,607	2,206,002

The analysis below describes reasonably possible movements in interest rates with all other variables held constant, showing the impact on profit before tax and pre-tax equity. It should be noted that the impact of movement in the variables is not necessarily linear.

The impact on the Group's annual finance expenses would be as follows:

	31 December 2022		31 December 2021
	EUR thousands
	+ 15 bps	-15 bps	+ 15 bps	-15 bps
3M Sonia			485	(485)
3M Euribor	221	(221	227	(227)

All 3M Euribor loans have interest rate caps or swaps to hedge the Euribor interest exposure. The GBP Sonia loan has interest rate cap, to hedge the interest risk of the GBP Sonia interest rate up to 2%. Derivatives are not accounted for through hedge accounting.

Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Group does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore, a change in interest rates at the end of the reporting period would not affect profit or loss with respect to changes in fair value measurement.

28.3.4 Currency risk

The Group functional currency is the Euro. The Group has net investments in foreign operations whose functional currency is the GBP and is therefore exposed to currency risk due to the fluctuations of the currency exchange rates in translation of financial statements of the foreign operations from GBP to EUR.

Interest on borrowings is denominated in the currency of the borrowing. Generally, according to the Group's policy loan borrowings are obtained in currencies that match the cash flows generated by the respective underlying operations of the Group, primarily GBP and EUR. This provides an economic hedge without derivatives being entered into and without application of hedge accounting.

The company continuously monitors its foreign currency exposure both from a fair value and cash flow perspective. To the extent there is no natural hedging, the Group ensures that its net exposure is kept to an acceptable level by keeping these foreign assets or liabilities to minimum levels.

The Group's exposure to linkage and foreign currency risk was as follows:

	31 December 2022 EIR thousands			31 December 2021
		2022			2021
	GBP	Other	Total	GBP	Other	Total
Financial assets
Current assets:
Trade and other receivables	39,367	હિવેની હતું. હિંદુ હિંદુ દિવેલી છે જોડિયા દિવસ દિવસ દિવસ દિવસ તાલુકામાં આવેલું એક ગામના લોકોનો મુખ્ય વ્યવસાય ખેતી, ખેતમજૂરી તેમ જ પશુપાલન છે. આ ગામનાં લોકોનો મુખ્ય વ્યવસાય	40,016	29,097	200	29,297
Cash and cash equivalents	100,034	2,248	102,282	80,328	214	80.542
Other assets	10.107	29	10,136	2,446	22	2,468
Non-current assets:
Derivatives	2,256		2,256	295		295
Restricted bank and other deposits		3	3	29.515	3	29,518
Other assets		10	10
Financial liabilities
Current liabilities:
Trade and other payables	(13,868)	(178)	(14,046)	(10,268)	(153)	(10,421)
Other short-term liabilities	(21,117)	(30)	(21,147)	(22,417)		(22,417)
Current portion of loans from credit institutions	(282,009)		(282,009)	(5,353)		(5,353)
Non-current liabilities:
Secured Loans and borrowings		(3,148)	(3,148)	(323,245)		(323,245)
Tenancy Deposits		(91)	(91)
Finance lease liability	(74,664)		(74,664)	(67,806)		(67,806)
Unsecured Loans from non-controlling		(44)	(44)
interests
Liability for sale and leaseback	(63,086)		(63,086)	(64,048)		(64,048)
Total net exposure in statement of financial position in respect of financial assets and financial liabilities(')	(302,980)	(552)	(303,532)	(351,456)	286	(351,170)

(" The net exposure excludes related party and non-controlling interest loans in GBP as those are subordinated and convertible at the Group's sole discretion (for further information see Note 15)

Sensitivity analysis

A 5% strengthening (weakening) of the GBP against the Euro at 31 December would affect the measurement of financial instrument denominated in foreign currency and affect the equity by the amounts shown below. This analysis assumes that all other variables in particular interest rates remain constant.

	31 December 2022			31 December 2021
	EUR thousands
	EUR	Change in GBP rate	Effect on other comprehensive income	COR	Change in GBP rate	Effect on other comprehensive income
Total net exposure in statement of financial position in respect of financial assets and financial liabilities	(302,980)	+5%	(15.149)	(351.456)	+5%	(17.573)

	31 December 2022	31 December 2021
	EUR thousands
ની મિર	760,788	723,130
GBP	100,034	80,327
Other	2,247	215
Total	863,069	803,672

28.3.5 Cash and cash equivalents

28.3.6 Capital management

The Group manages its capital in order to ensure it is able to continue as a going concern with preservation of liquidity. The Group aims to increase the overall portfolio value. Management continuously monitors performance indicators, such as Loan to Value ratio (LTV), which is calculated on both entity and portfolio levels, where applicable, which enables monitoring to remain within its quantitative covenants originating from bank financing, other debt financing instruments and to support its credit rating. The Company is committed to optimizing its capital structure in order to reduce the overall cost of capital, balance the Company's cash flow profile and maximize operational flexibility. In order to achieve this, the Company regularly access both debt and equity capital from a range of capital providers. During the reporting period, the Group complied with all externally imposed capital requirements and financial covenants.

28.3.7 Other risks

The Group's portfolio is located in major cities and strong markets throughout Germany and the United Kingdom. The current regional distribution structure enables the Group on one hand to benefit of economic scale, and on the other provided a diverse well allocated and risk-averse portfolio.

Note 29 Subsequent Events

• (1) In January 2023, the Group refinanced a secured debt facility associated with part of its UK portfolio. The outstanding facility of GBP 254 million (EUR 282 million) as at 31 December 2022 has been fully prepaid using its own liquidity and a new GBP 200 million senior secured facility, bearing an interest of 3.95% + 5-year Sonia, maturing in October 2027.
• (2) In January 2023, the Condition Precedent that were related to the acquisition of QH Spring were not met and the acquisition did not occur.
• (3) In March 2023, the Group received the remaining EUR 50 million in respect of the deferred payment outstanding amount (presented under Other short-term assets) from the sale of the Non-traded bonds. Following this payment, there are no more pending deferred payments that relate to the sale of the Non-traded bonds.
• (4) Following Note 14(1), in 2023, the Group performed additional buy-back of its indirect subsidiary, Vivion Investments S.à r.l., issued unsecured bonds in a nominal amount of EUR 32.4 million (EUR 20 million from the 3% 2024 Bonds; EUR 12.4 million from 3.5% 2025 Bond), resulting in a total buy-back of EUR 104.3 million as of the Report date.
• (5) In June and July 2023, Golden (an indirect subsidiary of the Company) repaid EUR 48.2 million of loans from non-controlling interests.

On 16 August 2023 the Board of Directors of Toriase Public Company Ltd authorised these consolidated financial statements for issue.