Interim / Quarterly Report • Sep 5, 2023
Interim / Quarterly Report
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FOURLIS HOLDINGS S.A. REG. NO: 13110/06/Β/86/01 GENERAL COMMERCIAL REGISTRY NO: 258101000 LEI Registration Number: 213800V54ASIMZREDX49 REGISTERED SEAT - HEADQUARTERS: 18-20, SOROU STR. (Building A) – 151 25 MAROUSI
| Statements of the Members of the Board of Directors | 3 |
|---|---|
| INTERIM REPORT OF THE BOARD OF DIRECTORS OF THE COMPANY FOURLIS HOLDINGS SA for the period 1/1 – 30/6/2023 |
4 |
| Interim Condensed Statement of Financial Position (Consolidated and Separate) as at June 30, 2023 |
46 |
| Interim Condensed Income Statement (Consolidated) for the period 1/1 to 30/6/2023 and 1/1 – 30/6/2022 |
47 |
| Interim Condensed Statement of Comprehensive Income (Consolidated) for the period 1/1 to 30/6/2023 |
48 |
| Interim Condensed Income Statement (Separate) for the period 1/1 to 30/6/2023 | 49 |
| Interim Condensed Statement of Comprehensive Income (Separate) for the period 1/1 to 30/6/2023 |
50 |
| Interim Condensed Statement of Changes in Equity (Consolidated) for the period 1/1 to 30/6/2023 |
51 |
| Interim Condensed Statement of Changes in Equity (Separate) for the period 1/1 to 30/6/2023 |
52 |
| Interim Condensed Statement of Cash Flows (Consolidated and Separate) for the period 1/1 to 30/6/2023 |
53 |
| Notes to the Interim Condensed Financial Statements (Consolidated and Separate) as at June 30, 2023 |
54 |
| Web site for the publication of the Interim Condensed Financial Statements 1/1 – 30/6/2023 |
95 |
Statements of the Members of the Board of Directors
(In accordance with article 4 par. 2 L. 3556/ 2007)
The undersigned below
We confirm that to the best of our knowledge:
Marousi, September 4 2023
The Chairman of the BoD The Vice Chairman of the BoD The CEO
Vassilis S. Fourlis Dafni A. Fourlis Dimitrios E. Valachis
FOURLIS Group ("Group") consists of the parent Company FOURLIS HOLDINGS S.A. along with its direct and indirect subsidiaries and their subsidiaries is mainly operating in the Retail Trading of Home Furniture and Household Goods (IKEA Stores) and the Retail Trading of Sporting Goods (INTERSPORT Stores).
The Retail Trading of Home Furniture and Household Goods (IKEA Stores) also includes investments in real estate through the Group's subsidiary under the name TRADE ESTATES REIC, which was established in July 2021, the date on which it acquired the Group's properties through a contribution of the specific sector.
The direct and indirect subsidiaries of the Group that are included in the consolidated financial statements for the period 1/1-30/6/2023, grouped per segment and country of operation are the following:
The retail trading of home furniture and household goods segment includes the following companies:
company SOFIA SOUTH RING MALL EAD, which operates one of the biggest malls in Sofia Bulgaria as well as its relevant business activities.
The retail trading of sporting goods segment includes the following companies:
Interim Condensed Financial Report for the period 1/1/2023 to 30/06/2023 5
Additionally, in 2022, the company WELLNESS MARKET SOLE SHAREHOLDER S.A. was established with the trade name WELLNESS MARKET S.A. and has its registered office in Greece. In this company, the parent company has a direct shareholding of 100% in its share capital. The company is engaged in the retail sale of health and wellness products.
The Group's consolidated data include, the following affiliated companies:
(All the amounts are reported in terms of thousands Euros, unless otherwise stated)
Retail Trading of Home Furniture and Household Goods (IKEA stores):
Sales for retail trading of Furniture and Household Goods (IKEA Stores) increased by 24.4% compared to the corresponding period of 2022 while sales of the retail trading of Sporting Goods (INTERSPORT Stores) increased by 1.97%. More specifically:
The retail trading of Furniture and Household Goods (IKEA Stores) segment, realized sales of euro 163.8 million for the 1st semester of 2023 (1st semester of 2022: euro 131.6 million). The total EBITDA of the segment, as defined in section 8, amounted to euro 18.3 million compared to the amount of euro 9.9 million in 2022. The total EBITDA (OPR) of the industry, as defined in section 8, amounted to euro 15.4 million compared to euro 7.2 million in 2022.The segment's EBIT, as defined in section 8, amounted to euro 12.8 million compared to euro 8.6 million in 2022 while reported profits before tax euro 6.5 million compared to euro 4.6 million in 2022.
The retail trading of Sporting Goods (INTERSPORT stores), realized sales of euro 82.8 million for the 1st semester of 2023 (1st semester of 2022: euro 81.2 million). The total EBITDA of the segment, as defined in section 8, amounted to euro 10.7 million compared to euro 10.5 million in 2022. The total EBITDA (OPR) of the segment, as defined in section 8, amounted to Euro 3.8 million compared to Euro 3.8 million in 2022. The total EBIT of the segment, as defined in section 8, amounted to euro 0.4 million profit compared to euro 0.6 million profit in 2022, whereas the segment, presented losses before tax of euro 2.7 million compared to losses before tax of euro 2.0 million in 2022.
Group's consolidated profit before taxes amounted to euro 2.1 million compared to euro 1.2 million in 2022. Net profit amounted to euro 1.8 million compared to euro 2.5 million in 2022.
In an effort to present a complete and real view of the Group's performance, we report the consolidated results per segment for the period 1/1 – 30/6/2023 comparable to the corresponding results for the same period 1/1 – 30/6/2022 at the following tables. Amounts are reported in terms of thousands of Euros.
| a' semester 2023 | a' semester 2022 | 2023/2022 | |
|---|---|---|---|
| Revenue | 163,796 | 131,635 | 1.24 |
| EBITDA | 18,265 | 9,907 | 1.84 |
| EBITDA (OPR)* | 15,420 | 7,195 | 2.14 |
| EBIT (*) | 12,765 | 8,562 | 1.49 |
| Profit before Tax (*) | 6,546 | 4,644 | 1.41 |
(*) The alternative performance measures selected are mentioned in note 8.
| a' semester 2023 | a' semester 2022 | 2023/2022 | |
|---|---|---|---|
| Revenue | 82,803 | 81,170 | 1.02 |
| EBITDA (*) | 10,689 | 10,549 | 1.01 |
| EBITDA (OPR)* | 3,842 | 3,813 | 1.01 |
| Operating Profit / (Loss) | 395 | 611 | 0.65 |
| (Loss) before Tax (*) | (2,710) | (2,002) | 1.35 |
(*) The alternative performance measures selected are mentioned in note 8.
| a' semester 2023 | a' semester 2022 | 2023/2022 | |
|---|---|---|---|
| Revenue | 246,731 | 212,624 | 1.16 |
| EBITDA (*) | 27,147 | 19,297 | 1.41 |
| EBITDA (OPR)* | 17,093 | 9,707 | 1.76 |
| EBIT (*) | 10,862 | 7,803 | 1.39 |
| Profit before Tax (*) | 2,082 | 1,248 | 1.67 |
| Net Profit After Tax and Minority Interests |
1,751 | 2,513 | 0.70 |
(*) The alternative performance measures selected are mentioned in note 8.
We note that on a consolidated basis the Group's Total Equity allocated to the shareholders of the parent company on June 30, 2023 amounts to euro 180.7 million compared to an amount of euro 185.0 million on 31/12/22.
Please find below basic Indicators in respect of the Group Financial Structure and Performance & Efficiency according to the consolidated financial statements included in the interim Condensed Financial Report of the Group.
| 30/6/2023 | 31/12/2022 | |
|---|---|---|
| Total Current assets/Total Assets | 65.96% | 65.36% |
| Total current assets without Assets classified as held for sale / Total Assets |
23.53% | 23.10% |
| Total Liabilities/TOTAL SHAREHOLDERS EQUITY & LIABILITIES | 73.60% | 73.26% |
| Total Shareholders Equity/TOTAL SHAREHOLDERS EQUITY & LIABILITIES |
23.23% | 24.59% |
| Total Current assets/ Total Current Liabilities | 140.06% | 150.60% |
| Total current assets without Assets classified as held for sale / Total current Liabilities without Liability arising from assets held for sale |
85.97% | 96.26% |
| 2023 | 2022 | |
|---|---|---|
| Operating Profit / Revenue | 4.40% | 3.67% |
| Profit before Tax / Total Shareholders Equity | 1.15% | 0.70% |
During the period 1/1 – 30/6/2023 the following share capital changes were realized:
Pursuant to the decision of the General Assembly of Shareholders of the company "WELLNESS MARKET Sole Shareholder SA" held on March 23, 2023 (related to the Minutes of the General Assembly under number 1/23.03.2023), the share capital of the company was increased by the amount of one million Euros (EUR 1,000,000.00), paid in cash, through the issuance of 1,000,000 new common registered shares, with a nominal value of EUR 1.00 per share. The sole shareholder, FOURLIS HOLDINGS SA, participated in the above share capital increase by exercising its relative pre-emptive rights therefore covering the total amount of the share capital increase.
(Subsequent event): Pursuant to the decision of the General Assembly of shareholders of the company "WELLNESS MARKET Sole Shareholder SA" held on 25/7/2023 (related to the Minutes of the General Assembly under number 3/25.07.2023), the share capital of the company was increased by the amount of five hundred thousand Euros (500,000.00), paid in cash, through the issuance of 500,000 new common registered shares, with a nominal value of EUR 1.00 per share. The sole shareholder, FOURLIS HOLDINGS SOCIETE ANONYME, participated in the above share capital increase by exercising its relative pre-emptive rights therefore covering the total amount of the share capital increase.
After the above changes, the company's share capital amounted to 2,500,000.00 Euros, fully paid and divided into 2,500,000 shares with a nominal value of EUR 1.00 per share.
On May 24th, 2023, the Extraordinary General Assembly of the Company's Shareholders approved the Company's share capital increase via a property contribution (the Valuation Report of the contributed property was published in accordance with the article 17 of Law 4548/2018 in the General Commercial Registry – GCR under Protocol number 2972006/01.06.2023) for an amount of six million three thousand one hundred eight euros and eighty cents (EUR 6,003,108.80) through the issuance of 3,751,943 new common registered shares, carrying voting rights, with a nominal value of one euro and sixty cents (EUR 1.60) per share and an offering price of EUR 2.13222 per share. In line with the above there was also a corresponding amendment to article 5 of the Company's Articles of Association. The difference of EUR 0.53222 per share, between the offering price and the nominal value per share, totaling one million nine hundred ninety six thousand eight hundred fifty nine euros and ten cents (EUR 1,996,859.10) was credited in accordance with the respective legislation to the "SPECIAL SHARE PREMIUM RESERVE ACCOUNT". The total amount of the share capital increase, i.e. seven million nine hundred and ninety nine thousand nine hundred and sixty seven euros and ninety cents (EUR 7,999,967.90) was covered by the shareholder "AUTOHELLAS TOURISM AND COMMERCIAL SA" through contribution of the property which had an estimated value of EUR 8,054,478. The above contribution was completed on June 30th 2023 with the transfer of the property to the Company.
The amendment of the Company's articles of association was approved by the Hellenic Capital Market Commission based on the decision under No. 1/1901/16.6.2023 of its Executive Committee and in accordance with the article 21, paragraph 5 of Law 2778/1999.
Following the above share capital increase, which was registered in the General Commercial Registry GCR on 20/6/2023 (Reg. Code No. 3656710) and following the relevant announcement under number 2979243/20.06.2023 of the GCR Service of the Athens Chamber of Commerce and Industry, the share capital of the above company amounts to one hundred and forty-four million eight hundred and twentyfive thousand eleven and twenty cents (EUR 144,825,011.20) divided into ninety million five hundred and fifteen thousand six hundred and thirty-two (90,515,632) common registered shares, carrying voting rights, with nominal value of one euro and sixty cents (EUR 1.60) per share.
The decision of the Board of Directors of the Company dated 18/7/2023, certified the share capital increase of the Company in accordance with the decision of the General Assembly of Shareholders dated 24/5/2023, via a contribution in kind, amounting to six million three thousand one hundred and eight Euros and eighty cents (EUR 6,003,108.80), through the issuance of three million seven hundred and fifty-one thousand nine hundred and forty-three (3,751,943) new common registered shares, carrying voting rights, with a nominal value of one euro and sixty cents (EUR 1.60) per share. The aforementioned corporate action was also in accordance with the article 20, paragraph 8 of Law 4548/2018, with the notarial deed under No. 22.340/30.06.2023 of the transfer of property of Maria Tsangaris, daughter of Panagiotis, and also with the registration deed under No. 16.222/17.07.2023 at the Land Office of Attica,
Elefsina Branch. The decision of the Board of Directors has not yet received a registration number in the General Commercial Registry (GCR).
A) Pursuant to the decision of the Extraordinary Assembly of shareholders of the company POLIKENCO S.A. on 15/3/2023, the share capital of this company increased by the amount of two hundred and twenty thousand euros (EUR 220,000) via payment in cash and through the issuance of two thousand two hundred (2,200) new common registered shares with a nominal value of one hundred euros (EUR 100.00) per share.
Following the above share capital increase, which was registered in the General Commercial Registry (GCR) on 28/3/2023 (Reg. Code No. 3529879) and following the relevant announcement under number 2923507/28/03/2023 of the GCR Service of the Athens Chamber of Commerce and Industry, the share capital of the above company amounts to two million seven hundred fourteen thousand six hundred euros (EUR 2,714,600.00) divided into twenty-seven thousand one hundred and forty-six (27,146) common registered shares with nominal value of one hundred euros (EUR 100.00) per share.
On 5/4/2023, the Minutes of the Board of Directors as of 29/03/2023 which certified the total cash payment in relation to the above share capital increase by the amount of EUR 220,000 were registered in the General Commercial Registry (GCR) with Reg. Code No. 3543281, whereas a relevant announcement under number 2929187/06.04.2023 of the GCR Service of the Athens Chamber of Commerce and Industry was issued.
B) Pursuant to the decision of the Extraordinary General Assembly of shareholders of the company POLIKENCO S.A. on 30/3/2023, the share capital of this company increased by the amount of two million euros (EUR 2,000,000.00) via payment in cash and through the issuance of twenty thousand (20,000) new shares with a nominal value of one hundred euros (EUR 100.00) per share.
Following the above share capital increase, which was registered in the General Commercial Registry (GCR) on 25/4/2023 (Reg. Code No. 3562008) and following the relevant announcement under number 2936928/25.04.2023 of the GCR Service of the Athens Chamber of Commerce and Industry, the share capital of the above company amounts to four million seven hundred fourteen thousand six hundred euros (EUR 4,714,600.00) divided into forty-seven thousand one hundred and forty-six (47,146) common registered shares, with a nominal value of one hundred euros (EUR 100.00) per share.
Following the above share capital increase, which was registered in the General Commercial Register (GCR) on 25/4/2023 (Reg. Code No. 3562008) and following the relevant announcement under number 2936928/25.04.2023 of the (GCR) Service of the Athens Chamber of Commerce and Industry, the share capital of the above company amounts to four million seven hundred fourteen thousand six hundred euros (EUR 4,714,600.00) divided into forty-seven thousand one hundred and forty-six (47,146) common registered shares, with a nominal value of one hundred euros (EUR 100.00) per share.
With the decision of the Company's Board of Directors dated 20/6/2023, given that (a) shareholders were granted a right of preference in the amount of the increase in share capital based on their
participation in the share capital, in accordance with the provisions of law and Article 7 para. 3 of the Articles of Association, and according to the then-shareholding composition of the Company, the shareholders of the company were two, with equal percentages of participation in the share capital amounting to 50% each. Therefore, each shareholder had a preferential right to 50% of the amount of the increase in share capital, i.e., an amount of one million euros (€1,000,000) with an undertaking to subscribe for ten thousand (10,000) new shares with a nominal value of one hundred euros (€100) each (b) the shareholder TRADE ESTATES REIC exercised its preferential right on March 30, 2023, and made the payment on March 31, 2023 (c) the (former) shareholder TEN BRINKE HELLAS SA reserved the right, retaining the right to exercise it within the set deadlines, i.e., within one hundred and ten (110) calendar days from the registration of the decision in GCR (d) the decision was registered in GCR on April 25, 2023 (receiving Protocol No. 2936928 and Reg. Code No. 3562008), therefore, the last day for exercising the preferential right was August 13, 2023 (e) TRADE ESTATES REIC, pursuant to the share purchase agreement dated May 29, 2023, regarding the shares of the other shareholder, TEN BRINKE HELLAS SA, acquired the right to preference in the new share capital (f) TRADE ESTATES REIC, in a letter dated June 19, 2023, to the Board of Directors of POLIKENCO, notified that it does not wish to exercise the preferential right or to take the unhedged shares (g) according to the above decision of the General Assembly of Shareholders of the company dated March 30, 2023, it was provided that in case the shares are not taken up by exercising the preferential right or by the other shareholders, then the Board of Directors will certify the already covered shares and amend the Articles of Association accordingly by reducing the capital by the amount not covered, in accordance with the law (Article 28, Law 4548/2018) - the Board of Directors certified the partial coverage of the increase in capital, i.e., it was certified that the ten thousand (10,000) new shares with a nominal value of one hundred euros (€100) each, amounting to one million euros (€1,000,000), were covered by TRADE ESTATES REIC, and the relevant adjustment of the Articles of Association was decided. The decision of the Board of Directors has not yet received a registration number in GCR.
By virtue of the above, the company's share capital amounts to three million seven hundred fourteen thousand six hundred euros (EUR 3,714,600.00) divided into thirty-seven thousand one hundred and forty-six (37,146) common registered shares, with a nominal value of one hundred euros (EUR 100.00) per share.
The Board of Directors of the sole shareholder HOUSEMARKET S.A. decided on 27/2/2023 to proceed with a payment, towards the Nicosia-based company under the name "WYLDES LTD", for the amount of EUR 25,000.00 concerning the acquisition of 25 issued common registered shares, carrying voting rights, with a nominal value of one Euro (EUR 1.00) per share (i.e. total nominal value of EUR 25.00 plus a share premium amount of EUR 24,975.00).
It is noted that, with no decision being taken to date by the Board of Directors of WYLDES LTD regarding the above-mentioned share capital increase, the company's share capital amounts to EUR 7,074.00,
divided into 7,074 common (ordinary) registered voting shares, with a nominal value of one Euro (EUR 1.00) per share.
It is also noted that WYLDES LTD participates indirectly by 50% in the company SOFIA SOUTH RING MALL EAD that operates the shopping center owned by Sofia Ring Mall. The entire funds the particular company invests are directed towards the development and optimization of operation of this shopping center.
The parent company FOURLIS HOLDINGS S.A. does not have any branches.
Subsidiaries and especially retail companies have developed and continue to develop a significant network of stores both in Greece and abroad.
Retail Trading of Home Furniture and Household Goods (IKEA Stores): The segment currently operates seven (7) Stores, of which five (5) in Greece, one (1) in Cyprus and one (1) in Bulgaria. Moreover, six (6) Pick up & Order Points with IKEA products are also operating in Greece, and particularly in Rhodes Island, Patras, Chania, Heraklion, Alexandroupoli and Kalamata along with one (1) Small Store in Piraeus and one (1) IKEA Shop in the shopping center (THE MALL) in Marousi. In Bulgaria, the Group operates two (2) pick-up and order points of IKEA products in Burgas and Plovdiv, one (1) IKEA Small Store in Varna, and one (1) IKEA Shop in Sofia (Mall of Sofia). In Cyprus (Limassol) there is one (1) Planning studio store. There are also three e-commerce Stores in Greece, Cyprus, and Bulgaria.
Retail Trading of Sporting Goods (INTERSPORT Stores): The segment on 30/6/2023 operated one hundred and six (106) INTERSPORT Stores; fifty eight (58) in Greece, thirty-two (32) in Romania, ten (10) in Bulgaria and six (6) in Cyprus. INTERSPORT Stores that were added to the network during the period 1/1/2023 - 30/6/2022 were the following: two (2) new stores in Greece, in Serres (12/4/2022) and Katerini (8/4/2023). At the same time, there are e-commerce Stores in Greece, Romania, Cyprus and Bulgaria.
The Ordinary General Assembly of Shareholders of the Company "FOURLIS HOLDINGS SA" on 16/6/2023 approved a share distribution Program (hereinafter: "the Program 2"), to executives of the Company and related companies, in the forms of: a) stock options (article 113 of Law 4548/2018) and b) stock grands (article 114 of Law 4548/2018), and authorized the Board of Directors to regulate procedural issues and details. The respective Program 2 constitutes a revision of the share distribution program approved by the Ordinary General Assembly of Shareholders on 16/6/2017 for the distribution of shares to executives of the Company and its affiliated companies (Stock Options Program), which had been established in accordance with the provisions of paragraph 13 of article 13 and paragraphs 3 and 4 of article 29 and paragraph 2 of article 31 of C.L. 2190/1920.
Program 2 is divided into two sub-programs:
A) Program for smooth succession for senior executives of the Company and its affiliated companies
Program A provides to the selected senior executives of the Company and its affiliated subsidiaries the right to purchase shares (stock options) at a fixed price and to be able to exercise this right within a certain period of time in the future. The beneficiary who exercises this right wins if, at the time of exercising the right, the stock price is higher than the purchase price. Program A will be implemented through a single series for all the granted rights (with a maximum number of 850,000 rights of one (1) share).
Beneficiaries are senior executives of the Company and its affiliated companies, in particular the CEOs of these companies with fifteen (15) years of service in FOURLIS Group, who will be selected by a decision of the Board of Directors to be taken by November 2023, at the reasonable discretion of the Board of Directors, in view of their imminent departure and at the same time in reward and recognition of their long-term contribution and participation to the development of FOURLIS Group. The duration of Program A is until the year 2029, in the sense that the rights that will be granted to the beneficiaries of Program A can be exercised until December 2029 as specifically defined in the terms of the Program. During Program A and in accordance with its terms, the Board of Directors issues to the beneficiaries who exercised their right, certificates of the right to acquire shares and then it issues and delivers the shares to the above beneficiaries, increasing the Company's share capital and certifying the particular capital increase. It is noted that these share capital increases do not constitute amendments to the Articles of Association. During the last month of the financial year in which the share capital increases took place, the Board of Directors is obliged to adjust, based on its own decision, the Articles of Association regarding the share capital, so as to provide for the amount of the share capital, as it arose after the above share capital increases, observing the publicity formalities of article 13 of Law 4548/2018.
Program B provides to selected senior executives of the Company and its affiliated subsidiaries with bonus common registered voting shares (stock grands) through the capitalization of the Company's reserves, in accordance with the provisions of article 114 of Law 4548/2018 as currently in force, for the achievement of specific goals. Program B will be implemented in three (3) annual series, with the granting of a maximum of 1,300,000 shares in total. Beneficiaries are senior executives of the Company and its affiliated companies who will be selected at the reasonable discretion of the Board of Directors, after taking into account their contribution to the achievement of the strategic objectives of FOURLIS Group for the period 2025 – 2027. The duration of the Program is forty-eight (48 months), starting in March 2024.
During Program B and in accordance with its terms, the Board of Directors will increase the share capital, through capitalization of reserves, issuing new shares, which will be delivered to the beneficiaries. These increases in the share capital do not constitute amendments to the Articles of Association. During the last month of the financial year in which the share capital increases took place, the Board of Directors
is obliged to adjust, based on its own decision, the Articles of Association regarding the share capital, so as to provide for the amount of the share capital, as it arose after the above share capital increases, observing the publicity formalities of article 13 of Law 4548/2018.
In addition to the above program that was revised based on the decision of the General Assembly of Shareholders on 16/6/2023, the Group is subject to the program approved by the Company's Extraordinary General Assembly of July 22, 2021 and the program of the subsidiary TRADE ESTATES REIC that was approved by the Ordinary General Assembly of Shareholders on 30/06/2022.
The Company's Extraordinary General Assembly of July 22, 2021, within the framework of the Stock Option Plan, approved the allocation of a maximum of 1,600,000 rights per share, i.e. 3.07% of the number of outstanding shares listed on the Athens Exchange, Greece, and the granting of authorization to the Board of Directors for the regulation of procedural matters and details. The offering price of the aforementioned shares is the nominal value of the share on the date of decision of the General Assembly of Shareholders about the program. The program will be implemented in one series. The duration of the Program is until the year 2028, in the sense that the stock options that will be granted to the beneficiaries of the Program with a grant date as of 22/11/2021, may be exercised from 24/11/2024 to 15/12/2028.
The beneficiaries of the Program were determined by the decision of the Board of Directors dated 22/11/2021 (related to the BoD minutes under number 429/22.11.2021). During the program and in accordance with its terms, the Board of Directors issues to the beneficiaries who exercised their right the certificates of the right to purchase shares and then it issues and delivers the shares to the above beneficiaries, increasing the Company's share capital and certifying the particular capital increase. It is noted that these share capital increases do not constitute amendments to the Articles of Association. During the last month of the financial year in which the share capital increases took place, the Board of Directors is obliged to adjust, based on its own decision, the Articles of Association regarding the share capital, so as to provide for the amount of the share capital, as it arose after the above share capital increases, observing the publicity formalities of article 13 of Law 4548/2018.
No stock options were exercised within the first half of the financial year 2023 in the context of the implementation of the above Program.
Moreover, the Ordinary General Assembly of Shareholders of the subsidiary company "TRADE ESTATES REIC" held on 30/6/2022 decided to establish a Program for the free distribution of common registered voting shares to the executive members of the Board of Directors as well as to the Managers and other selected Executives of the Company.
This Program is being addressed to executive members of the Board of Directors as well as Managers and other selected Executives of TRADE ESTATES REIC (hereinafter the "Beneficiaries"). The Program
is in the form of the free distribution of common registered voting shares to the Beneficiaries, through the capitalization of the Company's reserves in accordance with the provisions of article 114, Law 4548/2018 as currently in force, as a one-time reward following the Company's listing of shares on the organized (regulated) market of the Athens Exchange, Greece. The Board of Directors, after completion of the listing process of the shares of subsidiary TRADE ESTATES REIC on the organized (regulated) market of the Athens Exchange and after receiving a relevant approval from the Hellenic Capital Market Commission, if required under the current legislation, will distribute bonus shares to the Beneficiaries. The number of shares will be equal to 1% of the shares of TRADE ESTATES REIC, as these shares will have been formed following the listing of the company on the Athens Exchange and before the decision of their free distribution to the Beneficiaries.
The same Ordinary General Assembly of shareholders of the subsidiary TRADE ESTATES REIC approved a four-year Long-Term Reward Program for executive members of the Board of Directors, Managers and other selected Executives of the Company (hereinafter the "Beneficiaries"), in the form of granting bonus common registered voting shares to Beneficiaries for the achievement of specific objectives. The distribution of bonus shares will take place once the listing of the company's shares on the organized (regulated) market of the Athens Exchange is being completed. Given the fact that the number of shares will be determined by the Board of Directors provided that the goals of the Program have been achieved, the fair value of rights for free distribution of shares cannot be currently estimated and therefore there has been no impact on the financial statements as of 30/06/2023.
Following the decision of the Extraordinary General Assembly of the subsidiary Company's shareholders, Trade Estates REIC, dated 31/7/2023, it was decided to readjust the Plan for the distribution of bonus shares decided by the Ordinary General Assembly of the Company's Shareholders of 30/6/2023 as follows:
Following the decision of the Extraordinary General Assembly on 31/7/2023 of the shareholders of the subsidiary company TRADE ESTATES REIC decided to readjust the Plan for the distribution of bonus shares that was decided by the Ordinary General Assembly of the shareholders of the subsidiary company TRADE ESTATES REIC on June 30, 2022, and was revised/updated by the Extraordinary General Assembly of the shareholders of the Company on January 20, 2023, as follows:
• Replacement of the current A. One-time Reward Program for the admission of the Company's shares for trading in the organized (regulated) market of the Athens Stock Exchange, from the "Founders's Grant Program"), as a one-off reward for the admission of the Company to the Stock Exchange
The existing program determined the maximum number of shares to be offered at 1% of the paid-up share capital of the company, as of the date of the decision of the Extraordinary General Assembly on July 31, 2023. It also defined the categories of beneficiaries, the percentage of shares to be allocated, and that both (a) the allocation to the beneficiaries (as determined subsequently by the Board of Directors and based on the recommendation of the Nominations
and Remuneration Committee) and (b) the number of shares to be made available to each of them, will occur simultaneously with the introduction of the shares on the Stock Exchange (IPO).
• and the cancellation of the B. Long-Term Incentive Plan
The Group's Management based on the long experience of managing challenging conditions, estimates that the second half of the year 2023 will show improved financial results compared to the first half, due to the historically higher revenues that are being generated in the second half but also due to the highly competitive position of the Group's retail companies. At the same time, the Group anticipates a balanced expansion of its business activities and consequently of its revenues.
Regarding the developments in Ukraine, the Group announces that it has no subsidiaries, i.e. parent or related companies based in Russia or Ukraine, and therefore carries no significant transactions with related parties from Russia or Ukraine. Also, the Group announces that it has no significant customers or suppliers or subcontractors or partners from Russia or Ukraine, and furthermore it does not maintain warehouses with inventory in the countries of Russia or Ukraine. In addition, the Group states that it does not maintain bank accounts or have loans with Russian Banks. The Management closely monitors the developments in the above areas and is ready to take all required measures and actions in order to deal with any consequences or impact on its operational activities.
Inflationary pressures combined with escalating interest rates that have reduced demand and consumer purchasing power have been the most critical issues of interest affecting to a large extent the course of the global economy. The contribution of the Recovery and Resilience Facility (RRF) is estimated to be significant in the coming years, supporting the Greek banks but also the broader Greek economy.
The estimates concerning the improvement of the Group's financial results during the second half of the year 2023 are directly dependent on the macroeconomic and political developments especially in Greece, which generates the largest part of the revenues (i.e. 58%) in the first half of 2023.
The Group continues to implement its investment plan in the sectors of operation, mainly in the areas of property investment and shopping center management where there is room for further expansion under the current market conditions.
On July 7th, 2023, the decision of the Extraordinary General Assembly of Shareholders dated 24/5/2023 was announced at GCR, concerning the approval of the share capital increase of the Company TRADE ESTATES REIC by the amount of EUR 6,003,108.80 via contribution in kind and through the issuance of 3,751,943 new common registered shares, carrying voting rights, with a nominal value of EUR 1.60 euros per share and with an offering price of EUR 2.13222 per share (Code Registration Number 3656710). The difference of EUR 0.53222 per share, between the offering price and the nominal value per share accounted for a total of one million nine hundred ninety six thousand eight hundred fifty nine and ten cents (EUR 1,996,859.10).
The above share capital increase was covered exclusively by "AUTOHELLAS" via contribution in kind, i.e. a real estate asset, and specifically through contribution of a land plot of 45,408.04 square meters along
with a complex of commercial buildings and warehouses covering a total area of 16,655 square meters, located in the Business Park of Vamvakia in Elefsina Municipality. Following the completion of the above share capital increase and the relevant approval granted by the Executive Committee of the Hellenic Capital Market Commission, "AUTOHELLAS" participates by 11.92% in the share capital of the Company while "FOURLIS HOLDINGS SA" participates by 88.08%, either directly or indirectly through subsidiaries. The real estate asset contributed by "AUTOHELLAS" further enriches the property portfolio of the subsidiary company TRADE ESTATES REIC, the value of which is estimated today at approximately EUR 330 million. A modern logistics center will be developed on the specific land plot. The purpose of the strategic cooperation, in addition to the above participation of "AUTOHELLAS" in the subsidiary company TRADE ESTATES REIC, is the stronger strategic cooperation of the two companies, especially in the first phase in the following areas: provision of Mobility Services, Car Rentals, Commercial Vehicle Rentals (Van), Car Sharing Services, Van Sharing Services, Vehicle Replacement Services as well as Infrastructure Development and Electric Vehicle Charging Services. This strategic cooperation is expected to multiply the synergies among the two Groups providing significant growth potential to both parties.
Also on May 29th , 2023, a private agreement was signed for the acquisition of 100% of the share capital of the company POLIKENCO REAL ESTATE DEVELOPMENT AND PROPERTY MANAGEMENT SA. The company is active in the purchase or acquisition of real estate assets, construction, renovation and operation of commercial buildings and properties in general located in Greece.
The Group operates seven (7) IKEA Stores, eight (8) Pick Up & Order Points, three (3) IKEA shops, two (2) IKEA small stores and three (3) E-Commerce Stores in Greece, Bulgaria and Cyprus. Based on the development plan in the three countries where the Group currently operates IKEA stores, the Group plans to open in the next five years three (3) medium-sized IKEA stores with a surface area of 5,000 – 12,000 square meters and three (3) small stores with a surface area of 1,000 – 2,000 square meters. As it has been announced, the subsidiary of the Group, HOUSE MARKET BULGARIA EAD, will open one (1) new store in the fourth quarter of 2023. The new IKEA store with an area of 1,800 square meters will be the sixth to open in Bulgaria and will be located in the town of Veliko Tarnovo in Veliko Tarnovo Mall.
On 14/1/2023 the Group commenced the operation of the first two (2) new Holland & Barrett stores in Kifissia and Glyfada, while on 25/1/2023 one (1) new store was set in operation in Marousi (The Mall). With this specific retail activity, the Group's goal is to play a leading role in one of Europe's largest retail networks in the health and wellness sector through the company WELLNESS MARKET SA. The Group intends to develop over time a network of 120 physical stores, while simultaneously operating the Holland & Barrett online store.
One hundred and six (106) INTERSPORT Stores operate in the segment of retail trading of sporting goods, while at the same time, e-commerce Stores operate in Greece, Romania, Cyprus and Bulgaria.
The orientation of the Management in the exploitation of the synergies within the Group will continue for the second half of 2023. "Integrity", "Mutual Respect" and "Efficiency" continue to be the values through which the Group seeks to achieve its goals.
Risk management is handled by the Finance Department, which operates according to specific rules set by the Board of Directors.
The Group has adopted the "Enterprise Risk Management" (ERM) methodology which facilitates and enables the organization to identify, evaluate and manage risks through a structured approach. The methodology is based on the COSO framework (Committee of Sponsoring Organizations of the Treadway Commission) ERM, which provides guidance on how to integrate ERM practices and outlines their application principles. In this context, risks were identified and evaluated which were recorded in the Risk Register of the Company.
More specifically, the risk categories are: Profitability & Liquidity, Reputation & Ethics, Society & People, Regulatory Compliance, Strategy, Customers, Health and Safety, Growth & Competition, Technology and Operations. The most important risks that have been identified for the Group are:
platforms and the impact on the Group's profits.
The Board of Directors provides written instructions and guidelines for general risk management as well as specific instructions for the management of specific risks, such as the foreign exchange risk and the interest rate risk.
The Group is exposed to financial risks such as foreign exchange risk, interest rate risk and liquidity risk. The Financial Management identifies, determines and hedges the financial risks in cooperation with the Groups' subsidiaries.
The Group is exposed to foreign exchange risks arising from transactions in foreign currencies (RON, USD, SEK) with suppliers which invoice the Group in currencies other than the local one. The Group, aiming at minimizing the foreign exchange risks, according to the relevant needs, evaluates the need for pre purchase of foreign currencies.
The Group is exposed to cash flow risks which in the case of possible variable interest rates fluctuation, may affect positively or negatively the cash inflows or/and outflows related to the Group's assets or/and liabilities.
Cash flow risk is minimized via the availability of adequate bank credit lines but also significant treasury. Further, the Group has entered into Forward Interest Rate Swap (IRS) contracts in order to face the said risks.
The Group is exposed to property price and lease risks as regards of the possibility of a decrease in the commercial value of the real estate and/or leases, which may come from developments in the real estate market in which it operates, the general conditions of the Greek and international macroeconomic environment, from the characteristics of the Company's portfolio real estate and from events concerning the Company's existing tenants.
To reduce property price risk, the Group carefully selects properties that are located in excellent position and promotion in commercial areas so as to reduce its exposure to this risk. It seeks to enter into longterm operating lease contracts, with tenants of high credibility, in which are foreseen annual adjustments of the lease related to the Consumer Price Index, while in case of negative inflation there is no negative impact on of the lease.
The Group carefully monitors the news and developments regarding the energy crisis, the inflationary pressures, in order to adjust in the special conditions arising. It complies with the official instructions of the competent authorities for the operation of its physical stores and headquarters in the countries in which it operates. It harmonizes with the current legislation and continues its commercial transactions in physical stores according to the instructions.
The energy cost for the operation of the Group's stores and warehouses is affected by the large increases observed internationally, but it is a relatively small part of the Group's operating costs.
The Group continues the strictly selected investments in both retail segments in which it operates.
Regarding the developments in Ukraine, the Group declares that it has no subsidiaries, parent or affiliated companies based in Russia or Ukraine, nor significant transactions with affiliated parties from Russia or Ukraine. The Group also states that it has no significant customers or suppliers or subcontractors or partners from Russia or Ukraine, nor does it maintain warehouses with goods in Russia or Ukraine. The Group states that it does not maintain accounts or have loans with Russian Banks.
In addition to the financial risks, the Group also focuses on non-financial risks related to specific issues, which have been identified as essential in the context of sustainable development. These issues concern the full compliance with the legislation and the implementation of corporate governance policies, human resources, the environmental impact of the companies' activity, the supply chain, and the evolution of the companies in the market in which they operate. Risk management presupposes the definition of objective goals based on which the most important events that can affect the Group are identified, the relevant risks are assessed and a decision is made.
There are no litigations or legal issues that might have a material impact on the Company and the Group's Annual Condensed Financial Statements for the period 1/1 - 30/06/2023.
Group has adopted as Alternative Performance Measure (APM) the earnings before taxes, interest and depreciation & amortization (EBITDA), which is in compliance with the ESMA Guidelines (05/10/2015|ESMA/2015/1415). Alternative Performance Measures (APMs) are used under the context of making decisions for financial, operational and strategic planning as well as for the assessment and publication of performance. Alternative Performance Measures (APMs) are taken into account combined with financial results which have been conducted according to IFRS and under no circumstances they do not replace them.
Operating results before taxes, financing, investing results and total depreciation= Earnings before tax +/- Financial and investing results (Total financial expenses + Total financial income + Contribution in subsidiaries' losses) + Total depreciation / amortization (property, plant and equipment and intangible assets and right of use assets).
The most directly related item of the Income Statement for the calculation of EDMA EBITDA is operating profit (EBIT) and depreciation / amortization. Operating profit is presented in a separate line of the Income Statement and depreciation / impairment is presented as a whole in a separate line of the Cash Flow Statement.
More analytically, reconciliation of the selected APM and the financial statements of the Group for the corresponding period is as follows:
(amounts in thousands euros)
Group Consolidated Results
1/1-30/6/2023 1/1-30/6/2022
| PBT | 2,082 | 1,248 |
|---|---|---|
| Total Finance cost/income and Contribution of | ||
| associate companies | 8,780 | 6,554 |
| Depreciation/Amortization/Impairment | 16,285 | 11,494 |
| Earnings before interest, tax, depreciation, amortization and impairment (EBITDA) |
27,147 | 19,297 |
|---|---|---|
| Depreciation of right of use (IFRS16) | (10,054) | (9,590) |
| EBITDA (OPR) | 17,093 | 9,707 |
| Retail trading of home furniture and household goods segment (ΙΚΕΑ Stores) |
|||
|---|---|---|---|
| 1/1-30/6/2023 | 1/1-30/6/2022 | ||
| PBT | 6,546 | 4,644 | |
| Total Finance cost/income and Contribution of associate companies |
6,218 | 3,918 |
| Depreciation/Amortization/Impairment | 5,500 | 1,345 |
|---|---|---|
| Earnings before interest, tax, depreciation, amortization and impairment (EBITDA) |
18,265 | 9,907 |
| Depreciation of right of use (IFRS16) | (2,845) | (2,712) |
| EBITDA (OPR) | 15,420 | 7,195 |
| Retail trading of sporting goods segment | |
|---|---|
| (INTERSPORT Stores) |
1/1-30/6/2023 1/1-30/6/2022
| PBT | (2,710) | (2,002) |
|---|---|---|
| Total Finance cost/income and Contribution of associate companies |
3,105 | 2,613 |
| Depreciation/Amortization/Impairment | 10,294 | 9,939 |
| Earnings before interest, tax, depreciation, amortization and impairment (EBITDA) |
10,689 | 10,549 |
| Depreciation of right of use (IFRS16) | (6,847) | (6,736) |
| EBITDA (OPR) | 3,842 | 3,813 |
This Non-Financial Statement is part of the Annual Report of the Board of Directors and contains information on all the activities of FOURLIS Group, during the period 01/01/2023-30/06/2023, on the following thematic aspects:
Respect for human rights,
Anti-corruption and issues related to bribery,
As Stakeholders of FOURLIS Group are defined those individuals or groups whose interests are affected or may be affected by its activities. The main stakeholder groups of the Group are: employees, shareholders/institutional investors & financial analysts, customers, suppliers/partners, civil society, local communities, official and supervisory authorities/state, business community, Media, NGOs.
Having identified and prioritized its stakeholders, the Group invests in a continuous and two-way communication with them, in order to maintain a consistent flow of information from and to the Group, about their requests, concerns and expectations. The role and views of the Group's stakeholders are key elements that fuel the Group's effort to improve its products and services, as well as its sustainable operation and development, and as a result, the management of these issues, the objectives' setting etc. are discussed at Board level.
In the context of the continuous improvement of the approach to sustainable development and social responsibility topics, the Group conducts a materiality analysis, based on the GRI Standards 2021, (the process of which as well as its results, which have been validated by the Group Management, will be available in the 2022 Sustainable Development and Social Responsibility Report that will be published in September 2023), in order to prioritize the issues that present the most important existing and potential (positive and negative) impacts on the environment, the economy and people, as well as those that affect or may significantly affect the interests of its stakeholders.
Since 2021, FOURLIS Group publishes at www.fourlis.gr the Sustainable Development Policy which concerns all its companies and was approved by the Board of Directors. FOURLIS Group Sustainable Development strategy is based on the material topics, as they arise through the materiality analysis, which is carried out according to the GRI Standards 2021.
Sustainable development topics are discussed at least once a year in the Group's Executive Committee, which is attended by executives of the Group's companies, as well as by executive members of the BoD, with knowledge on Sustainable Development and ESG matters, who in turn communicate the sustainable development topics to the rest BoD Members, in order, according to the results of the materiality analysis, to set priorities and corresponding goals, during the BoD meetings. In addition, FOURLIS Group Sustainable Development and Social Responsibility Division informs the Audit Committee about the work
carried out in the Sustainable Development field and relevant issues are included in the Activities Report of the Committee.
FOURLIS Group, (headquarters located at 18-20 Sorou Street (Building A), 15125 Marousi), is one of the largest trading groups of consumer goods in Greece, Cyprus, Bulgaria and Romania.
More information regarding the business environment, strategy, objectives and main progress and factors that could affect the Company's development, are available in the following chapters of the Board of Directors' Report:
as well as in the following paragraphs.
Risk Management is carried out by the Finance Division, with specific rules set by the Board of Directors. FOURLIS Group has adopted the "Enterprise Risk Management" (ERM) methodology, which facilitates and enables the identification, evaluation and management of risks through a structured approach. The methodology is based on the framework COSO (Committee of Sponsoring Organizations of the Treadway Commission) ERM, which provides guidance on how to integrate ERM practices and outlines the principles of their implementation. In this context, risks recorded in the Risk Register of Company were identified and evaluated.
More specifically, the risk categories are: Profitability & Liquidity, Reputation & Ethics, Society & People, Compliance, Strategy, Customers, Health & Safety, Development & Competition, Technology and Operations.
The most important non-financial risks identified for the Group are:
• Risk related to the Society and People category: The possibility of experiencing difficulties in attracting, developing (including training) and maintaining the required skills and talents (including new skills in digital technologies) and the related impact on the Group's performance.
• Risk related to the Strategy category: The possibility of non-alignment of the business strategy with ESG (Environmental, Social and Corporate Governance) obligations such as Climate & Sustainability and corporate governance expectations and the related impact on the Group's financial results and reputation.
The Board of Directors provides written instructions and guidance for general risk management as well as specific instructions for the management of specific risks.
The Group significantly contributes to the achievement of Sustainable Development/ESG performance targets related to its business model. Following the completion of the materiality analysis for 2022, the Group is in the process of establishing new Sustainable Development/ESG targets, which will be published on the Group's website www.fourlis.gr within 2023.
Giving special emphasis on prevention, the Group complies with the applicable legislation and implements a Health & Safety Policy for all the subsidiaries of the Group, in all countries of operation. The Policy includes a wide range of relevant procedures, measures and initiatives related to the safe stay of visitors, customers, partners and employees at the Group's facilities. Any variations in the Group's relevant procedures by country or region, depend on the size of the facilities, as well as on the existing legislation in the countries where the Group's companies operate.
In this context, some of the practices the Group implements are the following:
In order to ensure the adherence of the Health and Safety Policy, regular audits are carried out by safety technicians in all the facilities of FOURLIS Group. All health and safety incidents occurring within the Group's facilities and stores are reported. At the same time, in the context of this policy a Safety Report is compiled for each store as well as a consolidated one for all of them. The report includes information not only on the number and type of incidents, but also on the way they were addressed. Through these reports the Group is able to receive useful information regarding the effectiveness of its policies so as to proceed to the improvement of the applied practices, where needed.
Impacts on the health and safety of customers during product use may mainly be caused by either defective design and inadequate operating instructions or product misuse or improper assembly of products.
The Group manages health and safety topic through the compliance of the products traded by its subsidiaries, in all countries of its activity, ensuring cooperation with suppliers and franchisors that meet European and national quality and safety laws and regulations for the products it sells (the above includes food available through restaurants in IKEA stores).
IKEA: IKEA provides a multiannual product guarantee, which in some cases reaches 25 years, while a product withdrawal policy is followed and applied. At the same time, IKEA monitors product returns and if an increased number of returns of an item is observed (due to a defect), specific procedures, that have been defined worldwide by IKEA, are followed for the information of all interested parties.
In addition, a Food Safety System, according to the international standard ISO 22000, is implemented in all IKEA stores' restaurants in Greece and Cyprus. For the stores in Bulgaria the recertification process has begun and is expected to be completed in 2023.
More information regarding any current recalls is available on the company's website Product Recall | IKEA Greece.
INTERSPORT: INTERSPORT's policy focuses on the inclusion of terms in its contracts with suppliers, which stipulate the compliance with all applicable regulations and laws, regarding the products that they source from them. In cases of defective products, INTERSPORT immediately proceed to their withdrawal and replacement and initiates all the necessary procedures in order to inform all the pertinent institutions, such as the Ministry of Development and Investments, consumers' associations and consumers in general, via a specific press release.
IKEA: IKEA products have special labeling and signs aiming to provide information and advice to consumers such as information related to product manufacturing and origin, their environmentally friendly characteristics, their dimensions, their life cycle, whether a product must be used only by adults, etc. Moreover, in compliance with the relevant legislation of the European Union and more specifically with the Regulation for energy labeling (EU) 2017/1369, the new energy labels are available on specific appliances sold, as well as to all lamps. More information is available on the website New energy label | IKEA Greece.
INTERSPORT: The Commercial Department of INTERSPORT, which is responsible for product compliance, oversees adherence to market regulations, as well as the European Union CE labeling. The products hold special labeling and indications in order to provide information and advice to consumers regarding their use, as well as information concerning the manufacturing etc.
Interim Condensed Financial Report for the period 1/1/2023 to 30/06/2023 27
ΙΚΕΑ: For the advertising and promotion of the Group's IKEA products, in all countries of operation, the communication code applied by IKEA worldwide is followed, as well as all conduct, marketing and communication codes and the market regulations that there is an obligation to comply with, while also taking into consideration local needs. Regarding the promotion of the IKEA products, the relevant policy is adapted to local consumer needs and specificities. For this reason, the setup of the IKEA stores varies according to their location, in order to meet local community's standards and local culture. The company mainly uses electronic media, with a steady increase in the use of new forms of communication, such as digital media and social networks. The Communication Division and the Marketing Department are responsible for the company's marketing policy.
INTERSPORT: INTERSPORT's marketing and communication strategy is set in accordance with its vision, which is to bring Sports to the people, while always having as a principle the consumers' needs. The company's marketing strategy focuses on two areas: corporate communication and product promotion. The product communication and promotion methods chosen by the company include various mass media such as tv, radio broadcasting and online advertising, while it respects all codes of conduct, marketing and communication, including market regulations that it is obliged to adhere to, in all the countries of operation.
FOURLIS Group adheres not only to the European Legislation, but also to the local legislations of the countries where it operates, regarding personal data protection of the natural persons who transact with the Group, maintaining also a relevant policy. Respecting privacy is a core element of both the Code of Conduct and the policies that are embedded in FOURLIS Group and its subsidiaries operations. FOURLIS Group values the trust of all those who enter a transaction with it and has designed and implements (to all its subsidiaries), a personal data policy for all natural persons (visitors, partners, customers, suppliers, current, former and candidate employees). Personal information collected for business needs, after obtaining legal consent, are safely protected with due diligence, to safeguard the rights of natural persons, in accordance with the existing legislation and Data Protection Authority guidelines (GDPR), in all countries where the Group companies operate. All Group's employees in all counties where it operates, have received training in GDPR issues, either via classroom seminars or via e-learning. GDPR training is also a part of the induction program for all new employees. Compliance with the relevant legislation and data security is examined at Group's companies Board of Directors level.
FOURLIS Group daily operates daily for the realization of its commitment and vision, which is the creation of the conditions for a better life for all. In this context, FOURLIS Group seeks to be in constant connection with the citizens and the wider society in the countries where it operates, through established communication and engagement channels aiming to be informed about their needs and to understand them.
Then it proceeds with the evaluation and prioritization of the needs and designs programs and actions with criteria to meet the real and important needs of each local community, but also those that are more in line with the Group's social responsibility strategy (supporting vulnerable social groups and mostly children), the number of beneficiaries, as the well as the nature of its activities.
Furthermore, in cases where there are special circumstances (e.g., pandemic, natural disasters), the Group either updates its programs or incorporates actions aimed at addressing these emergencies, for the relief of society and citizens.
The Sustainable Development and Social Responsibility Division is in constant and close communication and cooperation with executives from all Group's companies to plan, coordinate and implement, jointly, these actions.
Below are some of the most important programs and actions implemented in the 1st half of 2023 to support the society:
• Stations of Joy Program, through which IKEA supports municipal nurseries and kindergartens throughout Greece, creating functional spaces where children can enjoy their stay. The program is implemented in collaboration with the local Municipal Authorities, while each station is always equipped in collaboration with the schools' teachers, considering the needs of the children and the experience of the IKEA decorators.
• Offer of IKEA products to grant the wishes of children, in cooperation with Make-A-Wish Greece Organization.
• In the context of the cooperation with BOROUME, the non-profit organization whose mission is the reduction of food waste and to fight malnutrition in Greece, the daily offer of meals that are not consumed in the restaurants of IKEA stores as well as at the headquarters of FOURLIS Group to institutions and organizations continued, to support people in need. A similar action is being implemented at the IKEA Cyprus store where, since April 2022, where meals are offered to the Pancyprian Single Parents & Friends Association.
• IKEA continued to support the work of the Non-Profit Organization SYMPLEFSI with the aim of supporting and improving the living conditions of the inhabitants of the Greek border islands and specifically those of children, offering products to the kindergartens of Ereikousa, Donoussa and Fournoi islands, which the Organization visited as part of its mission.
• INTERSPORT continued its cooperation with the Non-Profit Organization "Mission Anthropos" and offered 1062 items (247 pairs of shoes, 522 pieces of clothing and 293 accessories) for 508 beneficiaries.
HOUSEMARKET A.E. (IKEA Greece stores):
• A voluntary Blood Donation was implemented in January and June 2023 at the Group companies' facilities in Greece and Cyprus. With the voluntary participation of the Group employees in this action, a total of 263 blood bottles were collected.
• FOURLIS Group employees in Attica and Thessaloniki participated in the voluntary action "Become a Salesman for 1 Hour" organized by the street magazine "Shedia", sending their own message against poverty and social exclusion.
• FOURLIS Group employees in Attica voluntarily participated in the action "We can in Laiki". This is a voluntary action, which is implemented in collaboration with the BOROUME Organization (www.boroume.gr) and aims to contribute to the reduction of waste in the primary production sector through the utilization of unused products from the stalls of producers and traders in the public markets and their disposal in favor of public benefit organizations in the same area. The action was implemented in the public markets of Chalandri and Moschato and the products collected were respectively delivered to the Psaraftio and Faros Elpidas Foundations.
• IKEA Larissa employees voluntarily participated with their children in a clean-up action at Platia Ammos beach, in the prefecture of Larissa. A total of 16 people participated in the action.
FOURLIS Group is its people, all those who daily support its operations. At FOURLIS Group, the creation and safeguarding of job positions, ensuring a healthy and safe working environment, meritocracy and personal development, respecting for human rights, as well as the provision of equal opportunities for education, evaluation, development and reward for all, are the focus of its philosophy and practices.
The approach of FOURLIS Group to the topics of employment and relationships with its employees directly affect their performance, retention and development, while these issues are also significant for
the Group's long-term sustainable development. The following are the main pillars of the policy, regarding the staff recruitment and their professional development:
• Common recruitment evaluation criteria for all the Group's companies, to ensure equal opportunities and to fight discrimination.
• Provision of equal development opportunities to all Group employees, through internal transfer and promotion processes.
• The compensation and benefits policy, which is based on Group's financial results, on the employee's performance appraisal conducted on an annual basis and on market trends in relation to remunerations.
• The maintenance of balance when it comes to gender, nationality, religion, political or other opinions, as well as issues in relation to disability, sexual orientation, etc. during the employee selection and development processes, as well as in the compensation and benefits policies.
When in any of the companies there are job openings, those are readily covered either via internal transfer/promotion of employees (through the Open Resourcing Policy), or via a direct transfer/promotion of an employee (for Executives), or via a new recruitment.
FOURLIS Group applies the current legislation on labor contracts for 100% of its employees in all the countries of operation.
The employees' need for training is continuous and ever increasing, as the competition and the current market demands are constantly generating new training and educational needs. For this reason, the training of each Group employee begins upon his/her recruitment, while ensuring the continuous training and education of employees is achieved through adherence to the training plan drawn up at the completion of the annual performance appraisal.
The first training program for every Group employee is an induction program, through which it is ensured that all the newly hired employees are informed about:
This program is implemented both in classroom and via e-learning. In addition, all newly hired employees are informed about the Procedure for the Prevention, Detection and Management of Conflict of Interest and for the Code of Conduct by the internal communication tool (F2F) and receive the Internal Labor Regulations of each company.
The preparation for the e-learning trainings on issues such as Diversity & Inclusion, Compliance & Conflict Management System and Risk Management, started during 2022, while the 1st half of 2023 the preparation of a training in Information Security begun. These trainings will be mandatory for all and will take place in 2023. In the 1st half of 2023 the training on Diversity and Inclusion begun and is currently in progress.
All FOURLIS Group employees are members of the Training Academy of the Group "FOURLIS Learning Academy", which has been operating since 2011, and participate in programs according to their role requirements and their needs for personal development.
The 1st half of 2023, all trainings were implemented either remotely either through e-learning or through an synchronous training platform, or in class.
The Group has adopted an annual Performance Appraisal and Development Review System for all the Group employees, in order to ensure that the evaluation process is and will remain transparent. In this way it ensures a fair working environment and creates an operational succession plan for executives at positions of high responsibility. In 2020, the Performance Appraisal and Development process was renewed, to meet current business needs. Specifically, the employees' evaluation competencies were renewed to be harmonized with the era and strategic priorities of the Group and in addition, employee self-assessment and the completion of a questionnaire of professional ambitions became mandatory. During the 1st half of 2023 the Performance Appraisal and Development Reviews for 2022 were completed.
In the 1st half of 2023, the following actions were also implemented for the Group employees:
• Culture Walks: A new activity, the Culture Walks, was launched in 2023 by the FOURLIS Group Sustainable Development and Social Responsibility Department, as part of the Social Responsibility programs it implements for employees. These are guided tours to places of cultural and historical interest, which are carried out in collaboration with Hellenic Society of Environment & Culture (ELLET), in various regions of Greece in which FOURLIS Group operates. Culture walks were implemented for the employees and their companions in Attiki (Plaka), Thessaloniki (Passa Park and Eastern Walls of Thessaloniki), Ioannina (Tsepelovo) and Larissa (Diachronic Museum of Larissa). In the walks participated a total of 106 people.
Given that the creation of a safe and healthy work environment is a fundamental Principle for FOURLIS Group, as it is also depicted through its Values, not only the clauses of the relevant labor legislation are followed in all the countries where the Group operates, but also potential risks that may face are assessed so as to take the necessary measures in order to prevent potential accidents. An important priority is to safeguard compliance with the Health and Safety Policy. Responsible for the implementation of the Policy is the FOURLIS Group's Human Resources Division and specifically, the Health and Safety Department.
FOURLIS Group has developed and implements an Occupational Health and Safety management system, which complies with all legal requirements, as well as the requirements of the "ILO Code of Practice on Recording and Notification of Occupational Accidents and Diseases". The system applies to all the activities, stores and facilities of the Group, as well as all employees (100%), suppliers and partners (e.g., cleaning staff) working in or visiting its facilities. The FOURLIS Group Health and Safety Director is responsible for the system implementation. The System is not certified according to ISO 45001, thus it is not externally assured by an external independent party. However, an internal audit is carried out by the Group's Internal Audit Department.
Moreover, FOURLIS Group carries out all the actions required by law on risk management. In particular, intensive audits are carried out by safety technicians in all Group's companies' facilities. Safety technicians perform their duties according to the degree of risk posed by each facility.
As required by law, the Group provides the services of an Occupational Physician. Visits by the Occupational Physician are conducted according to legislative requirements. Employees can visit the Occupational Physician within their working hours. Medical confidentiality is strictly observed. The Occupational Physician makes recommendations to the Group's Human Resources Division for several issues, such as providing guidance on the COVID-19 pandemic. The Occupational Physician also prepares an occupational health and safety report submitted to the Hellenic Labour Inspectorate.
In the large IKEA stores, as well as in the facilities of TRADE LOGISTICS and the Group's headquarters, there are doctor's offices and automatic external defibrillators. The Group invests in the continuous and regular training of all its employees, so that they can respond to emergencies that affect both their own
safety and that of visitors and partners at its facilities. In particular, employee training includes the following:
It also implements regular occupational safety trainings for department-specific employees where this is necessary due to the nature of their work, such as those who are employed in restaurants, warehouses, the decorating team, maintenance and the carpentry.
Moreover, FOURLIS Group aims to prevent and mitigate any impacts on the health and safety of its partners/suppliers arising from potential risks. Alongside, it ensures training of the partners and suppliers, who work in Group's facilities, on the Group's policies and practices in health and safety matters, while it also provides the required equipment.
Also, for a 13th consecutive year FOURLIS Group's Sustainable Development and Social Responsibility Division implemented the EF ZIN (Well-being) program, with the main objective to inform employees on health and well-being issues and to encourage them to adopt a healthier lifestyle. In the context of this program, actions regarding healthy diet, health and prevention, mental health, exercise, etc., are taking place every year.
The 1st half of 2023 the following actions were implemented:
carried out for employees at the IKEA Ioannina store and 65 checks were respectively carried out for employees at the IKEA Larissa store.
FOURLIS Group, approaches the Human Rights respect and protection issues in a systematic way through it its policies and initiatives. This effort consists of the following main axes:
• The participation in the United Nations Global Compact (UNGC), through which the Group commits to uphold the respective Principles such as those relating to the respect of freedom of association, the abolishment of child and forced labor and discrimination in the workplace and its supply chain.
Also, the Group's Code of Conduct Line/Whistleblowing System is available 24 hours a day through which anyone may call in order to report, anonymously or not, any concerns related to Code of Conduct violations or non-compliance with the applicable legislation, including human rights issues.
FOURLIS Group has a Policy of Equal Opportunities and Diversity and a Suitability Policy of the Board of Directors members, for which more information is available in the Corporate Governance Statement (www.fourlis.gr).
In 2023, INTERSPORT Romania (GENCO TRADE SRL) signed the Romanian Diversity Charter, another practical proof of its commitment to combating discrimination and promoting equality in the workplace. The Diversity Charter has also been signed by the Group's companies in Greece and Bulgaria, while the Charter is to be signed within 2023 by the Group's companies in Cyprus.
In addition, in the 1st half of 2023 FOURLIS Group focused even more on issues of Diversity and Inclusion, by implementing the following actions:
discrimination and inequality between the two sexes, the Group launched a 6-month MENTORING program for female employees of the Group in Greece. Mentoring is a journey of sharing experiences, guidance and support aimed at helping women with an appetite for development feel confident, show off their talents and achieve their professional and personal goals. The 1st cycle of the MENTORING program for 2023 is addressed to 25 women and is implemented in collaboration with Women On Top. Other cycles will follow, as the Group's goal is to benefit from this program as many female employees as possible.
• #IAmRemarkable: The Group participated for the 2nd time in Google's global initiative, #IAmRemarkable, with the aim of strengthening the self-confidence of its employees. At the heart of the #IΑmRemarkable initiative is a 120-minute workshop that helps participants learn the importance of self-promotion in their personal and professional lives and gives them the tools to develop a skill set to challenge societal perceptions that stand in the way of achieving their goals. More than 140 employees participated in the workshop implemented for the Group's employees in Greece, Cyprus, Romania and Bulgaria and had the opportunity to express their achievements in their professional and personal lives.
Aiming to fight corruption, bribery and fraud, the Group has established and implements the following codes, regulations, policies and procudures, which cover all the subsidiaries and for which there is more information available for all stakeholders at www.fourlis.gr:
At the same time, the Group has set up the following committees and units to support both the Board of Directors and the Internal Audit System, more detailed information for which is also available at www.fourlis.gr:
• Information Systems Security Unit.
The above mentioned have been approved by the FOURLIS Group Board of Directors, considering the precautionary principle and the relevant information is available on www.fourlis.gr, so that it is accessible to all. Furthermore, the Group applies a management procedure for any incident of corruption, bribery or fraud and in each case the Top Management, the Internal Audit Department and the Regulatory Compliance Unit are informed.
FOURLIS Group recognizes the importance of environmental protection, as well as the challenges posed by climate change. In this context, the Group monitors the impact of its activities while carrying out a series of initiatives and interventions, aimed at reducing its environmental footprint, by saving and recycling natural resources, reducing greenhouse gas emissions from its operation, as well as raising awareness of its employees and the public on environmental issues and on adopting a responsible attitude to life.
The results of the practices implemented are presented in the annual Sustainable Development and Social Responsibility Report.
FOURLIS Group's companies systematically monitor electricity, heating oil and natural gas consumption at their facilities and proceed with the necessary interventions, where and when necessary, aiming at the reduction of their environmental footprint. Given that the Group's facilities are highly diversified and aiming to the effectiveness of the interventions made for the reduction of energy consumption, the differences between the companies' facilities are taken into consideration and special measures and practices for improving their energy efficiency are applied.
INTERSPORT continued its program of replacing lamps that have high consumption with LED lamps in its stores in Greece, Romania and Bulgaria. At the same time, in the stores that are being renovated, energy-saving air conditioners are installed.
Respectively, HOUSEMARKET has completed the replacement of conventional light bulbs with LED bulbs in commercial and non-commercial spaces of its stores in Greece and Cyprus. In Bulgaria, the replacement has been completed in the stores' commercial spaces and is in progress at noncommercial areas.
The Group is also in the process of reviewing the obligations deriving from the National Climate Law, with the aim of implementing the requirements for the publication of greenhouse gas emissions, which will be based on the GHG Protocol (Greenhouse Gas Protocol) and ISO14064.
FOURLIS Group implements recycling programs in collaboration with competent bodies for sorting and appropriately managing each waste category. In addition, recycling programs are carried out in FOURLIS Group companies' premises, with the participation of employees and the use of special recycling bins that have been installed in the workplace for this purpose.
Indicative examples of additional practices applied by the Group for the proper management of materials and the promotion of the circular economy are presented below:
• The Group aims at limiting ink consumption and reducing printing. To achieve this goal, it implements new technology practices, such as the use of laser printers, which significantly contribute to the protection of the environment, as they require less ink to operate. Furthermore, in all Group's companies' stores, in all countries of operation, all the printers that issue customer receipts are thermal.
In Greece, Cyprus and Romania all the ink cartridges used, are sent for recycling. In Bulgaria and Turkey, used ink cartridges are refilled and reused, or when this is not possible, they are sent for recycling.
Since June 2022, all sales documents of the INTERSPORT Greece, Cyprus and Romania e-shop are sent to customers/recipients in electronic form instead of printed form.
In 2018, INTERSPORT Greece proceeded with the replacement of the paper boxes with reusable plastic ones for the transportation of its goods from its central warehouse (TRADE LOGISTICS) to its stores in Attica and Thessaloniki. In 2021, this practice was applied for the stores of Patras, while in 2022, it was extended to Trikala and Larisa.
HOUSEMARKET continued the implementation of food waste reduction practices in all IKEA store restaurants in Greece, Cyprus and Bulgaria.
Since 2022, HOUSEMARKET is also a member of the Alliance for the Reduction of Food Waste https://foodsavingalliancegreece.gr/. It is an initiative of the BOROUME organization and AB Vassilopoulos, which is constantly expanding, gaining multiplicative dynamics. In this collective effort, public authorities, professional and scientific bodies, food and catering companies from all stages of the supply chain, civil society organizations, bodies of the academic and research community join forces.
At FOURLIS Group facilities a significant quantity of water is consumed, due to the sanitation needs and to the large number of visitors and employees. For this reason, the Group monitors consumption per subsidiary and examines the implementation of additional measures, where necessary, in order to reduce water consumption at its facilities.
IKEA stores have products that promote a sustainable way of life and which are presented in detail on its website (https://www.ikea.gr/en/simple-changes-for-a-more-sustainable-life/sustainable-products/). In relation to the food available in the restaurant of the IKEA stores and sold by the IKEA Swedish Food Store, the following are worth mentioning:
Seafood served at the IKEA store restaurant and sold by the IKEA Swedish Food Store, comes from sustainable fishing certified according to the MSC standard.
IKEA chocolates and coffee are UTZ certified. This means that both the cocoa and the coffee are sourced from sustainable farms that create better living opportunities for the producers and their families.
Respectively, INTERSPORT also offers products that promote a sustainable way of life. More information is available at https://www.intersport.gr/el/e-shop/impact/.
The Group's business continuity is critical to the continuous delivery of high-quality products and services. The Group aims to maximize the client satisfaction and develop mechanisms, aimed at identifying and responding to situations that may adversely affect the business continuity of its critical operations.
The Group follows the following Policies and Codes regarding its partners/suppliers:
• Supplier Code of Conduct, with the aim to act as a set of guidelines that will define the basic standards of ethical behavior, values and principles of Sustainable Development, which the Group expects to be adopted by its suppliers/partners, in their transactions with it.
• Partner due diligence policy.
Τhe main supply chain services provider for the Group is the subsidiary TRADE LOGISTICS.
Related parties transactions are analyzed in Note 20 of the Interim Condensed Financial Statements of the period 1/1 – 30/6/2023.
The total number of employees of the Group as at 30/6/2023 was 3,922 people (3,968 on 30/6/2022). Respectively, the total number of employees of the Company on 30/6/2023 are 118 people (111 on 30/6/2022).
The transactions and remuneration of the managers and members of the Management are detailed in Note 20 of the Interim Condensed Financial Statements for the period 1/1 – 30/6/2023.
The Ordinary General Assembly of the shareholders of the Company "FOURLIS HOLDINGS SA" on 18/6/2021 in accordance with the provisions of article 49 of law 4548/2018, approved acquisition of treasury (own) shares. The maximum number of shares that can be acquired, including the shares previously acquired by the Company and held, will amount to 2,604,600 shares (5% of the paid-up share capital), with a minimum acquisition limit of one euro (€ 1.00) per share and acquisition ceiling of eight euros (€ 8.00) per share.
On 30/6/2023 the Company owns 1,766,702 (31/12/2022: 1,766,702) treasury shares, representing 3.3889% (31/12/2022: 3.3889%) of the Company's share capital at an average acquisition price of EUR 3.583 per share and a total value of EUR 6,330,701.63 (31/12/2022: 6,330,701.63).
There are no other events after 30/6/2022 that significantly affect the financial situation and the results of the Group except for the following:
a) The Greek State will place an amount of EUR 17,750,316 for the purchase of Series A' bonds by utilizing funds from the Recovery and Resilience Fund;
b) The National Bank of Greece will place an amount of EUR 10,650,190 for the purchase of Series B' bonds.
Following the decision of the Extraordinary General Assembly on 31/7/2023 of the shareholders of the subsidiary company TRADE ESTATES REIC decided to readjust the Plan for the distribution of bonus shares that was decided by the Ordinary General Assembly of the shareholders of the subsidiary company TRADE ESTATES REIC on June 30, 2022, and was revised/updated by the Extraordinary General Assembly of the shareholders of the Company on January 20, 2023, as follows:
• Replacement of the current A. One-time Reward Program for the admission of the Company's shares for trading in the organized (regulated) market of the Athens Stock Exchange, from the "Founders's Grant Program"), as a one-off reward for the admission of the Company to the Stock Exchange
The existing program determined the maximum number of shares to be offered at 1% of the paid-up share capital of the company, as of the date of the decision of the Extraordinary General
Assembly on July 31, 2023. It also defined the categories of beneficiaries, the percentage of shares to be allocated, and that both (a) the allocation to the beneficiaries (as determined subsequently by the Board of Directors and based on the recommendation of the Nominations and Remuneration Committee) and (b) the number of shares to be made available to each of them, will occur simultaneously with the introduction of the shares on the Stock Exchange (IPO).
• and the cancellation of the B. Long-Term Incentive Plan
Marousi, September 4, 2023
The Board of Directors
The Interim Condensed Financial Statements (Consolidated and Corporate) for the period 1/1 – 30/6/2023 listed on pages 46 to 95, have been prepared in accordance with International Accounting Standard as adopted by the European Union, approved by the Board of Directors on 4/9/2023 and signed by:
Chairman of the Board of Directors CEO
Vassilis St. Fourlis ID No. AM – 587167 Dimitrios E. Valachis ID No. ΑO - 607683
Finance Manager Controlling, Planning & Corporate Governance
Chief Accountant
Maria I. Theodoulidou ID No. T - 134715
Sotirios I. Mitrou ID No. ΑI – 557890 Ch. Acct. Lic. No. 30609 Α Class
ERNST & YOUNG (HELLAS) Certified Auditors – Accountants S.A. 8B Chimarras str., Maroussi 151 25 Athens, Greece
Tel: +30 210 2886 000 Fax:+30 210 2886 905 ey.com
We have reviewed the accompanying interim condensed separate and consolidated statement of financial position of "FOURLIS HOLDINGS S.A." (the "Company") as at 30 June 2023, and the related interim condensed separate and consolidated statements of income, comprehensive income, changes in equity and cash flows for the six-month period then ended, as well as the selected explanatory notes that comprise the interim condensed financial information, which is an integral part of the six-month financial report of Law 3556/2007. Management is responsible for the preparation and presentation of this interim condensed financial information in accordance with International Financial Reporting Standards as adopted by the European Union and apply to interim financial reporting (International Accounting Standard "IAS 34"). Our responsibility is to express a conclusion on this interim condensed financial information based on our review.
We conducted our review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing as incorporated in Greek Law, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that may be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed financial information is not prepared, in all material respects, in accordance with IAS 34.
ERNST & YOUNG (HELLAS) Certified Auditors – Accountants S.A. 8B Chimarras str., Maroussi 151 25 Athens, Greece
Tel: +30 210 2886 000 Fax:+30 210 2886 905 ey.com
Our review has not identified any inconsistency between the other information contained in the six-month financial report prepared in accordance with article 5 and 5a of Law 3556/2007 with the accompanying interim condensed financial information.
Athens, 5 September 2023
The Certified Auditor Accountant
ANDREAS HADJIDAMIANOU SOEL reg. no 61391 ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS S.A. 8B CHIMARRAS, MAROUSSI 151 25, ATHENS SOEL reg. no 107
(In thousands of Euro, unless otherwise stated)
| Group | Company | ||||
|---|---|---|---|---|---|
| Assets | Note | 30/6/2023 | 31/12/2022 | 30/6/2023 | 31/12/2022 |
| Property plant and equipment | 7 | 69,052 | 73,340 | 185 | 214 |
| Right of use assets | 8 | 136,802 | 133,877 | 1,042 | 1,347 |
| Investment Property | 207 | 207 | 0 | 0 | |
| Intangible Assets | 10 | 10,290 | 10,191 | 110 | 138 |
| Investments | 29,259 | 28,351 | 95,415 | 93,826 | |
| Net investment in the subleases | 8 | 4,426 | 0 | 0 | 0 |
| Long Term receivables | 2,671 | 4,493 | 174 | 174 | |
| Deferred Taxes | 11,956 | 10,072 | 227 | 230 | |
| Total non-current assets | 264,663 | 260,531 | 97,153 | 95,929 | |
| Current assets | |||||
| Inventory | 95,348 | 91,803 | 0 | 0 | |
| Income tax receivable | 964 | 986 | 5 | 5 | |
| Trade receivables | 3,562 | 4,307 | 419 | 472 | |
| Other receivables | 22 | 28,268 | 18,249 | 8,713 | 6,133 |
| Cash & cash equivalent | 54,781 | 58,399 | 2,579 | 504 | |
| Assets classified as held for sale | 9 | 329,960 | 317,827 | 62,587 | 32,025 |
| Total current assets | 512,882 | 491,571 | 74,303 | 39,139 | |
| Total Assets | 777,545 | 752,102 | 171,455 | 135,067 | |
| SHAREHOLDERS EQUITY & LIABILITIES | |||||
| Shareholders equity | |||||
| Share Capital | 11 | 52,132 | 52,132 | 52,132 | 52,132 |
| Share premium reserve | 13,963 | 13,940 | 14,713 | 14,713 | |
| Reserves | 36,090 | 33,204 | 15,366 | 12,895 | |
| Retained earnings | 85,506 | 85,694 | 71,792 | 43,689 | |
| Total shareholders equity (a) | 187,691 | 184,971 | 154,003 | 123,429 | |
| Non-controlling interest | 9 | 17,573 | 16,115 | 0 | 0 |
| Total Equity | 205,263 | 201,086 | 154,003 | 123,429 | |
| LIABILITIES | |||||
| Non Current Liabilities | |||||
| Non - current loans | 14 | 83,010 | 103,820 | 34 | 36 |
| Lease liabilities | 15 | 113,274 | 111,567 | 593 | 645 |
| Employee retirement benefits | 6,030 | 5,775 | 779 | 756 | |
| Deferred Taxes | 1,594 | 1,240 | 0 | 0 | |
| Other non-current liabilities | 2,188 | 2,205 | 82 | 82 | |
| Total non current Liabilities | 206,095 | 224,607 | 1,486 | 1,519 | |
| Current Liabilities | |||||
| Short term loans for working capital | 14 | 21,357 | 24,999 | 0 | 0 |
| Current portion of non-current loans and | 14 | 46,165 | 19,650 | 0 | 0 |
| borrowings | |||||
| Short term portion of long term lease liabilities | 15 | 36,331 | 31,665 | 523 | 838 |
| Current tax | 1,598 | 1,007 | 0 | 0 | |
| Accounts payable and other current liabilities | 107,312 | 103,183 | 15,444 | 9,282 | |
| Liability arising from assets held for sale* | 9 | 153,423 | 145,906 | 0 | 0 |
| Total current Liabilities | 366,187 | 326,410 | 15,967 | 10,120 | |
| Total liabilities (d) | 572,282 | 551,016 | 17,453 | 11,639 | |
| Total Equity & Liabilities (c) + (d) | 777,545 | 752,102 | 171,455 | 135,067 |
*The amount contains loans amounting to euro 131 million (note 9)
(In thousands of Euro, unless otherwise stated)
| Note | 1/1-30/6/2023 | 1/1-30/6/2022 | |
|---|---|---|---|
| Revenue | 6 | 246,731 | 212,624 |
| Cost of Goods Sold | (134,324) | (115,728) | |
| Gross Profit | 112,407 | 96,896 | |
| Other income | 7,855 | 4,913 | |
| Distribution expenses | (91,017) | (83,039) | |
| Administrative expenses | (19,184) | (15,537) | |
| Net gain from the fair value adjustment of investment property |
9 | 1,283 | 4,999 |
| Other operating expenses | (482) | (429) | |
| Operating Profit | 10,862 | 7,803 | |
| Total finance cost | (11,012) | (7,617) | |
| Total finance income | 672 | 433 | |
| Contribution associate companies profit and loss | 1,295 | 630 | |
| Contribution to losses of subsidiary sale | 9 | 265 | 0 |
| Profit before Tax | 2,082 | 1,248 | |
| Tax | 16 | (331) | 1,264 |
| Net Profit (A) | 1,751 | 2,513 | |
| Attributable to : | |||
| Equity holders of the parent | 1,292 | 2,513 | |
| Non controlling interest | 459 | 0 | |
| Net Profit (A) | 1,751 | 2,513 | |
| Basic Earningsper Share (in Euro) | 17 | 0.0248 | 0.0482 |
| Diluted Earnings per Share (in Euro) | 17 | 0.0248 | 0.0478 |
Revenue is defined as income from contracts with customers.
*Sales Revenue amount of 1/1 – 30/6/2023 include lease revenue amounting to euro 2,240 thousand.
(In thousands of Euro, unless otherwise stated)
| Group | |||||
|---|---|---|---|---|---|
| Note | 1/1 -30/6/2023 | 1/1 -30/6/2022 | |||
| Net Profit (A) Other comprehensive income/(loss) Other comprehensive income transferred to the income statement after taxes |
1,751 | 2,513 | |||
| Foreign currency translation from foreign operations | (36) | (31) | |||
| Effective portion of changes in fair value of cash flow hedges |
(240) | 3,445 | |||
| Total Other comprehensive income transferred to the income statement |
(276) | 3,414 | |||
| Other comprehensive income not transferred to the income statement |
|||||
| Comprehensive (Losses) / Income after Tax (B) | (276) | 3,414 | |||
| Total Comprehensive (Losses) / income after tax (A) + (B) |
1,474 | 5,926 | |||
| Attributable to: | |||||
| Equity holders of the parent | 768 | 5,926 | |||
| Non controlling interest | 706 | 0 | |||
| Total Comprehensive (Losses) / Income after tax (A) + (B) |
1,474 | 5,926 |
(In thousands of Euro, unless otherwise stated)
| Company | ||||||
|---|---|---|---|---|---|---|
| Note | 1/1 -30/6/2023 | 1/1 -30/6/2022 | ||||
| Revenue | 2,481 | 2,354 | ||||
| Cost of Goods Sold | 6 | (2,429) | (2,309) | |||
| Gross Profit | 52 | 45 | ||||
| Other income | 6 | 1,422 | 1,028 | |||
| Administrative expenses | 6 | (2,385) | (2,133) | |||
| Depreciation/Amortisation (Administration) | (430) | (267) | ||||
| Other operating expenses | (2) | (17) | ||||
| Operating Loss | (1,343) | (1,345) | ||||
| Total finance cost | (16) | (34) | ||||
| Total finance income | 0 | 0 | ||||
| Contribution to losses of subsidiary sale | 9 | 3,990 | 0 | |||
| Contribution to losses of subsidiary sale | 9 | 30,587 | 0 | |||
| Dividends | 6,12 | 2,147 | 0 | |||
| Profit/(Loss) before Tax | 35,366 | (1,379) | ||||
| Income tax | 16 | (3) | 15 | |||
| Net Profit /(Loss) (A) | 35,362 | (1,364) |
Revenue is defined as income from contracts with customers.
(In thousands of Euro, unless otherwise stated)
| Company | ||||||
|---|---|---|---|---|---|---|
| Note | 1/1 -30/6/2023 | 1/1 -30/6/2022 | ||||
| Net Profit (A) | 35,362 | (1,364) | ||||
| Other comprehensive (loss)/ income Other comprehensive income not transferred to the income statement after taxes |
||||||
| Comprehensive (losses)/income after Tax (B) | 0 | 0 | ||||
| Total comprehensive income/(losses) after tax (A) + (B) |
35,362 | (1,364) | ||||
| Attributable to : Equity holders of the parent |
35,362 | (1,364) | ||||
| Total comprehensive income/(losses) after Tax (A) + (B) |
35,362 | (1,364) |
| Note | Share Capital |
Share premium reserves |
Reserve s |
Revaluati on Reserves |
Foreign exchange diff. from Statemen t of Financial Position transl. |
Retained earnings / (Accumul ated losses) |
Total (a) | Non controlling interest (b) |
Total Equity |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Balance at 1.1.2022 | 52,132 | 14,002 | 34,554 | 722 | reserves (10,966) |
86,586 | 177,031 | 0 | 177,031 | |
| Total comprehensive income/(loss) for the period Profit |
0 | 0 | 0 | 0 | 0 | 2,513 | 2,513 | 0 | 2,513 | |
| Foreign currency translation from foreign operations |
0 | 0 | 0 | 0 | (31) | 0 | (31) | 0 | (31) | |
| Effective portion of changes in fair value of cash flow hedges |
0 | 0 | 3,445 | 0 | 0 | 0 | 3,445 | 0 | 3,445 | |
| Total comprehensive income/(loss) |
0 | 0 | 3,445 | 0 | (31) | 0 | 3,414 | 0 | 3,414 | |
| Total comprehensive income/(loss) after taxes |
0 | 0 | 3,445 | 0 | (31) | 2,513 | 5,926 | 0 | 5,926 | |
| Transactions with shareholders recorded directly in equity |
||||||||||
| SOP Reserve Net Income directly booked in the |
0 | 0 | 605 | 0 | 0 | 0 | 605 | 0 | 605 | |
| statement movement in Equity | 0 | (17) | 0 | 0 | 0 | 0 | (17) | 0 | (17) | |
| Stock Buy Back Dividends to equity holders |
0 0 |
0 0 |
(282) 221 |
0 0 |
0 0 |
0 (5,802) |
(282) (5,582) |
0 0 |
(282) (5,582) |
|
| Total transactions with shareholders |
0 | (17) | 544 | 0 | 0 | (5,802) | (5,276) | 0 | (5,275) | |
| Balance at 30.6.2022 | 52,132 | 13,986 | 38,543 | 722 | (10,997) | 83,297 | 177,683 | 0 | 177,683 | |
| Balance at 1.1.2023 | 52,132 | 13,940 | 42,292 | 722 | (9,810) | 85,694 | 184,971 | 16,115 | 201,086 | |
| Total comprehensive income for the period Profit Foreign exchange differences Effective portion of changes in fair |
0 0 |
0 0 |
0 0 |
0 0 |
0 (36) |
1,292 0 |
1,292 (36) |
459 0 |
1,751 (36) |
|
| value of cash flow hedges Total comprehensive |
0 | 0 | (487) | 0 | 0 | 0 | (487) | 247 | (240) | |
| income/(loss) | 0 | 0 | (487) | 0 | (36) | 0 | (523) | 247 | (276) | |
| Total comprehensive income/(loss) after taxes |
0 | 0 | (487) | 0 | (36) | 1,292 | 768 | 706 | 1,474 | |
| Transactions with shareholders, recorded directly in equity |
||||||||||
| Share Capital Increase SOP Reserve |
13 | 0 0 |
(5) 0 |
0 391 |
0 0 |
0 0 |
0 0 |
(5) 391 |
0 753 |
(5) 1,144 |
| Reserves | 0 | 0 | 1,720 | 0 | 0 | (1,720) | 0 | 0 | 0 | |
| Net Income directly booked in the | 0 | 28 | (297) | 0 | 1,595 | (1,330) | (5) | 0 | (5) | |
| statement movement in Equity Equity Holders |
12 | 0 | 0 | 0 | 0 | 0 | (6,431) | (6,431) | 0 | (6,431) |
| Change of Minority rights % | 0 | 0 | 0 | 0 | 0 | 8,001 | 8,001 | (1) | 8,000 | |
| Total transactions with shareholders |
0 | 23 | 1,814 | 0 | 1,595 | (1,480) | 1,951 | 752 | 2,703 | |
| Balance at 30.6.2023 | 52,132 | 13,963 | 43,619 | 722 | (8,252) | 85,506 | 187,691 | 17,573 | 205,263 | |
(In thousands of Euro, unless otherwise stated)
(In thousands of Euro, unless otherwise stated)
| Note | Share Capital |
Share premium reserves |
Reserves | Retained earnings / (Accumulate d losses) |
Total Equity | |
|---|---|---|---|---|---|---|
| Balance at 1.1.2022 | 52,132 | 14,713 | 12,039 | 14,365 | 93,249 | |
| Total comprehensive | ||||||
| income/(loss) for the period | ||||||
| Profit /(Loss) | 0 | 0 | 0 | (1,364) | (1,364) | |
| Total comprehensive (loss) / | ||||||
| income | 0 | 0 | 0 | 0 | 0 | |
| Total comprehensive | 0 | 0 | 0 | (1,364) | (1,364) | |
| income/(loss) after taxes | ||||||
| Transactions with shareholders | ||||||
| recorded directly in equity | ||||||
| SOP Reserve | 0 | 0 | 605 | 0 | 605 | |
| Stock Buy Back | 0 | 0 | (282) | 0 | (282) | |
| Dividends to equity holders | 0 | 0 | 221 | (5,802) | (5,582) | |
| Total transactions with | 0 | 0 | 544 | (5,802) | (5,258) | |
| shareholders | ||||||
| Balance at 30.6.2022 | 52,132 | 14,713 | 12,583 | 7,199 | 86,627 | |
| Balance at 1.1.2023 | 52,132 | 14,713 | 12,895 | 43,689 | 123,429 | |
| Total comprehensive | ||||||
| income/(loss) for the period | ||||||
| Profit | 0 | 0 | 0 | 35,362 | 35,362 | |
| Total comprehensive (loss) / | 0 | 0 | 0 | 0 | 0 | |
| income | ||||||
| Total comprehensive | 0 | 0 | 0 | 35,362 | 35,362 | |
| income/(loss) after taxes | ||||||
| Transactions with shareholders, | ||||||
| recorded directly in equity | ||||||
| SOP Reserve | 0 | 0 | 752 | 0 | 752 | |
| Reserves | 0 | 0 | 1,720 | (1,720) | 0 | |
| Equity Holders | 0 | 0 | 0 | (5,540) | (5,540) | |
| Total transactions with | 0 | 0 | 2,472 | (7,260) | (4,789) | |
| shareholders | ||||||
| Balance at 30.6.2023 | 52,132 | 14,713 | 15,366 | 71,792 | 154,003 |
(In thousands of Euro, unless otherwise stated)
| Group | Company | ||||
|---|---|---|---|---|---|
| Note | 1/1 - | 1/1 - | 1/1 - | 1/1 - | |
| 30/6/2023 | 30/6/2022 | 30/6/2023 | 30/6/2022 | ||
| Operating Activities | |||||
| (Loss)/Profit before taxes | 2,082 | 1,248 | 35,366 | (1,379) | |
| Adjustments for | |||||
| Depreciation / Amortization | 6 | 16,285 | 11,494 | 430 | 267 |
| Provisions | 1,406 | 748 | 185 | 131 | |
| Foreign exchange differences | 98 | 63 | 0 | 0 | |
| Results (Income, expenses, profit and loss) from | (3,465) | (860) | (32,734) | 0 | |
| investment activity | |||||
| Interest Expense | 10,576 | 7,226 | 16 | 34 | |
| Plus/less adj for changes in working capital | |||||
| related to the operating activities | |||||
| (Increase) / decrease in inventory | (3,584) | (10,113) | 0 | 0 | |
| (Increase) / decrease in trade and other receivables | (7,154) | (6,473) | (4,567) | (681) | |
| Increase / (decrease) in liabilities (excluding banks) | (4,092) | 7,169 | 622 | 4,901 | |
| Less Interest paid and interest on leases |
(10,333) | (7,196) | (16) | (34) | |
| Income taxes paid | (1,231) | (818) | 0 | 0 | |
| Net cash generated from operations (a) | 589 | 2,489 | (699) | 3,240 | |
| Investing Activities Purchase or Share capital increase of subsidiaries and |
|||||
| related companies | 0 | (20) | (1,000) | (25) | |
| Purchase of tangible and intangible fixed assets | 7,10 | (5,755) | (9,368) | (17) | (86) |
| Proceeds from disposal of tangible and intangible | |||||
| assets | 19 | 2 | 0 | 0 | |
| Addition of assets | (15,900) | (38,421) | 0 | ||
| Interest Received | 36 | 102 | 0 | 0 | |
| Proceeds from the sale of subsidiaries and associates | 2,679 | 0 | 2,065 | 0 | |
| Proceeds from dividends | 12 | 0 | 0 | 2,147 | 3,250 |
| Loans provided to subsidiaries and associates | (85) | (1,816) | 0 | 0 | |
| Total (outflow) / inflow from investing activities (b) |
(19,006) | (49,521) | 3,195 | 3,139 | |
| Financing Activities | |||||
| Payments for purchase of own shares | 0 | (282) | 0 | (282) | |
| Outflow from share capital increase | (5) | (17) | 0 | 0 | |
| Proceeds from issued loans | 14 | 87,900 | 152,007 | 0 | 0 |
| Repayment of loans | 14 | (64,180) | (124,075) | (2) | (38) |
| Repayment of leasing liabilities | 15 | (8,912) | (9,180) | (419) | (193) |
| Total inflow / (outflow) from financing activities (c) |
14,803 | 18,453 | (421) | (513) | |
| Net increase/(decrease) in cash and cash equivalents for the period (a)+(b)+(c) |
(3,614) | (28,579) | 2,075 | 5,866 | |
| Cash and cash equivalents at the beginning of | 58,399 | 103,455 | 504 | 244 | |
| the period | |||||
| Effect of exchange equivalents at the beginning of the period |
(5) | 2 | 0 | 0 | |
| Closing balance, cash and cash equivalents | 54,781 | 74,878 | 2,579 | 6,110 |
FOURLIS HOLDINGS S.A. with the common use title of FOURLIS S.A. (hereinafter the Company) was incorporated in 1950 as A. FOURLIS AND CO., and from 1966 operated as FOURLIS BROS S.A. (Government Gazette, AE and EPE issue 618/ 13.6.1966). It was renamed to FOURLIS HOLDING S.A. by a decision of an Extraordinary General Shareholders' Assembly on 10/3/2000, which was approved by decision K2 - 3792/ 25.04.2000 of the Ministry of Development. The Shareholders' General Assembly also approved the conversion of the Company to a holding company and thus also approved the change in its scope.
The headquarters of the Company are located at 18-20 Sorou Street, Building A Marousi. It is registered in the Companies Registry of the Ministry of Development with registration number 13110/06/B/86/01 and general electronic commercial registry number 258101000 and web address www.fourlis.gr.
The Company has been listed on the Main Market of the Athens Stock Exchange since April 1988.
The Company's duration, in accordance with its Articles of Association, was originally set for 30 years. In accordance with a decision of the Extraordinary Assembly of the Shareholders on 19/2/1988, the term was extended for a further 30 years i.e. to 2026. Following the decision of the Extraordinary Assembly of the Shareholders on 14/6/2019, the term was extended for a further 24 years i.e. to 2050. The current Board of Directors of the parent Company is as follows:
Stavroula A. Kabouridou, Independent Non-executive Member, Member of the Audit Committee The total number of employees of the Group as at 30/6/2023 was at 3,922 people (3,968 on 30/6/2022). Respectively, the total number of employees of the Company on 30/6/2023 was 118 people (111 on 30/6/2022).
The Company's activities are the investment in domestic and foreign companies of all types, regardless their objectives and type.
The Company FOURLIS HOLDINGS SA also provides general administration, financial management and information technology services. The centralization of Group support services for the Group Companies in Greece, mainly in the areas of financial planning and controlling, HR, IT, treasury, social responsibility, corporate governance, regulatory compliance, personal data protection and sustainable development was implemented, aiming to gain benefits from synergies and to organize central coordination of decision making and implementing. Centralized services are provided according to arm's length principle from FOURLIS HOLDINGS S.A. to the Group companies.
The direct and indirect subsidiaries and affiliates of the Group, included in the Financial Statements are the following:
| Direct subsidiaries | Parent | Location | % Holding |
|---|---|---|---|
| HOUSEMARKET SA | FOURLIS HOLDINGS SA | Greece | 100 |
| INTERSPORT ATHLETICS SA | FOURLIS HOLDINGS SA | Greece | 100 |
| GENCO TRADE SRL | FOURLIS HOLDINGS SA | Romania | 1.57 |
| WELLNESS SA | FOURLIS HOLDINGS SA | Greece | 100 |
| TRADE ESTATES REIC | FOURLIS HOLDINGS SA | Greece | 28.72 |
| Indirect subsidiaries | |||
| HOUSE MARKET BULGARIA EAD | HOUSEMARKET SA | Bulgaria | 100 |
| HM HOUSEMARKET (CYPRUS) LTD | HOUSEMARKET SA | Cyprus | 100 |
| TRADE LOGISTICS SA | HOUSEMARKET SA | Greece | 100 |
| WYLDES LIMITED LTD | HOUSEMARKET SA | Cyprus | 100 |
| RENTIS SA | TRADE ESTATES R.E.I.C. | Greece | 88.08 |
| TRADE ESTATES CYPRUS LTD | H.M. ESTATES CYPRUS LTD | Cyprus | 88.08 |
| TRADE ESTATES BULGARIA EAD | TRADE ESTATES R.E.I.C. | Bulgaria | 88.08 |
| H.M. ESTATES CYPRUS LTD | TRADE ESTATES R.E.I.C. | Cyprus | 88.08 |
| GENCO TRADE SRL | INTERSPORT ATHLETICS SA | Romania | 98.43 |
| GENCO BULGARIA EOOD | INTERSPORT ATHLETICS SA | Bulgaria | 100 |
| INTERSPORT ATΗLETICS (CYPRUS) LTD | INTERSPORT ATHLETICS SA | Cyprus | 100 |
| TRADE ESTATES R.E.I.C. | HOUSEMARKET SA | Greece | 27.39 |
| TRADE ESTATES R.E.I.C. | HOUSE MARKET BULGARIA EAD | Greece | 16.25 |
| TRADE ESTATES R.E.I.C. | HM HOUSEMARKET (CYPRUS) LTD | Greece | 9.53 |
| TRADE ESTATES R.E.I.C. | TRADE LOGISTICS SA | Greece | 6.18 |
| BERSENCO SA | TRADE ESTATES R.E.I.C. | Greece | 88.08 |
| KTIMATODOMI SA | TRADE ESTATES R.E.I.C. | Greece | 88.08 |
| VOLYRENCO SA | TRADE ESTATES R.E.I.C. | Greece | 88.08 |
| POLIKENCO SA | TRADE ESTATES R.E.I.C. | Greece | 88.08 |
| ΜΑΝΤΕΝΚΟ SA | TRADE ESTATES R.E.I.C. | Greece | 50 |
|---|---|---|---|
| VYNER LTD | WYLDES LIMITED LTD | Cyprus | 50 |
| SW SOFIA MALL ENTERPRISES LTD | WYLDES LIMITED LTD | Cyprus | 50 |
| SEVAS TEN SA | TRADE ESTATES R.E.I.C. | Greece | 50 |
| RETS CONSTRUCTIONS SA | TRADE ESTATES R.E.I.C. | Greece | 50 |
In the period from 1/1 - 30/6/2023, no changes occurred in the share capital of the company FOURLIS HOLDINGS SA.
The accompanying Interim Condensed Financial Statements consist of the separate financial statements of the parent Company and the consolidated financial statements of the Group, have been prepared in accordance with the International Financial Reporting Standards (IAS 34) concerning interim Financial Statements as adopted by the European Union, and therefore do not contain all the information which is required for the annual financial statements and should be read in conjunction with the published financial statements of the Group as of 31/12/2022 that have been made available on the internet at the web address, http://www.fourlis.gr. The Board of Directors approved the Interim Condensed Financial Statements on 4/9/2023.
The Interim Condensed Financial Statements have been prepared under the historical cost principle, except for the valuation of certain Assets and Liabilities (investment properties, financial hedging instruments, investments/financial assets available for sale) which was performed at fair values and under the going concern principle. The Management examined the impact of energy crisis up to the date of approval of the present Interim Condensed Consolidated and Separate Financial Statements and concluded that the going concern principle is the appropriate basis for their preparation. The Management monitors closely the developments and is ready to take all the necessary measures to deal with any consequences on its operational activities from both the geopolitical developments and the energy crisis.
Regarding the developments in Ukraine, the Group declares that it has no subsidiaries, parent or affiliated companies based in Russia or Ukraine, nor are significant transactions being carried out with affiliated parties from Russia or Ukraine. The Group also states that it has no significant customers or suppliers or subcontractors or partners from Russia or Ukraine, nor does it maintain warehouses with goods in Russia or Ukraine. The Group states that it does not maintain accounts or have loans with Russian Banks. The Management monitors closely the respective developments and is ready to take all the necessary measures to deal with any consequences on its operational activities.
The Management concluded that the Group is able to fulfill all its obligations on time, at least for a period of 12 months from the Balance Sheet date and that there are no significant uncertainties that may call into question its ability to operate based on the going concern principle. The Interim Condensed
Financial Statements are presented in thousands of euros, unless stated otherwise and differences in amounts are due to rounding.
The Group announced on 26/1/2023 an agreement to sell the "Intersport" activity in Turkey. The agreement provides for the sale of all shares of the subsidiary company "Intersport Atletik Mağazacılık ve Dış Ticaret Anonim Şirketi", licensor of the brand "Intersport" and "The Athlete's Foot" in Turkey, which operated a network of 12 stores. The buyer is the corporate Group under the name "Eren Perakende ve Tekstil Anonim Şirketi". The initial price amounted to approximately €1.5 million, while as stipulated in the Sales and Purchase Agreement (SPA), the final price will be determined based on the audited financial statements for the year 2022. Upon signing the SPA for the share purchase, 83% of the initial price, approximately €1.25 million, was paid, while the remaining amount of approximately €0.25 million will be paid over 2 years from the date of signing the agreement. The final price will be determined by the end of the year following an external audit that will precede the completion of the transaction (which is subject to the fulfillment of relevant terms and conditions). Sales for the activity in Turkey for the year 2022 amounted to €12.8 million, with corresponding sales in January 2023 of €0.9 million and pre-tax losses (PBT) of €350 thousand, with corresponding pre-tax losses of €68 thousand in January 2023.
Also, the Group announced on 30/12/2022 an agreement to sell the retail activity "The Athlete's Foot (TAF)" in Greece. The agreement provides for the sale of all shares of the subsidiary company "Sneakers Market SA", which has the right to use the trademark "The Athlete's Foot" and operates a network of 14 stores in Greece. The acquiring company is TAF Global Holding AG, a subsidiary of Arklyz Group AG, which has acquired the rights to the trademark "The Athlete's Foot" worldwide. The price of the transaction amounted to EUR 4,015 thousand and was finalized with the closing of the transaction at the end of February 2023 and a payment of euro 2,065 thousand was made in the first half of 2023.
The accounting policies adopted are consistent with those of the previous financial year except for the implementation of the Lease Accounting Polich (Note 8) and the following IFRS amendments which have been adopted by the Group and the Company as of 1 January 2023:
• IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies (Amendments)
The Amendments are effective for annual periods beginning on or after January 1, 2023 with earlier application permitted. The amendments provide guidance on the application of materiality judgements to accounting policy disclosures. In particular, the amendments to IAS 1 replace the requirement to disclose 'significant' accounting policies with a requirement to disclose 'material'
accounting policies. Also, guidance and illustrative examples are added in the Practice Statement to assist in the application of the materiality concept when making judgements about accounting policy disclosures. The amendments had no impact on the interim Condensed financial statements Consolidated and Separated of the Group and the Company.
• IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (Amendments)
The amendments become effective for annual reporting periods beginning on or after January 1, 2023 with earlier application permitted and apply to changes in accounting policies and changes in accounting estimates that occur on or after the start of that period. The amendments introduce a new definition of accounting estimates, defined as monetary amounts in financial statements that are subject to measurement uncertainty. Also, the amendments clarify what changes in accounting estimates are and how these differ from changes in accounting policies and corrections of errors. The amendments had no impact on the financial statements of the Group and the Company.
The amendments are effective for annual periods beginning on or after January 1, 2023 with earlier application permitted. The amendments narrow the scope of and provide further clarity on the initial recognition exception under IAS 12 and specify how companies should account for deferred tax related to assets and liabilities arising from a single transaction, such as leases and decommissioning obligations. The amendments clarify that where payments that settle a liability are deductible for tax purposes, it is a matter of judgement, having considered the applicable tax law, whether such deductions are attributable for tax purposes to the liability or to the related asset component. Under the amendments, the initial recognition exception does not apply to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. It only applies if the recognition of a lease asset and lease liability (or decommissioning liability and decommissioning asset component) give rise to taxable and deductible temporary differences that are not equal. The Amendments have not yet been endorsed by the EU. The Management of the Group and the Company estimates that this amendment has no impact on the financial statements.
• IAS 12 Income taxes: International Tax Reform - Pillar Two Model Rules (Amendments) The amendments are effective immediately upon issuance, but certain disclosure requirements are effective later. The Organisation for Economic Co-operation and Development's (OECD) published the Pillar Two model rules in December 2021 to ensure that large multinational companies would be subject to a minimum 15% tax rate. On 23 May 2023, the IASB issued International Tax Reform— Pillar Two Model Rules – Amendments to IAS 12. The amendments introduce a mandatory temporary
exception to the accounting for deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules and disclosure requirements for affected entities on the potential exposure to Pillar Two income taxes. The Amendments require, for periods in which Pillar Two legislation is (substantively) enacted but not yet effective, disclosure of known or reasonably estimable information that helps users of financial statements understand the entity's exposure arising from Pillar Two income taxes. To comply with these requirements, an entity is required to disclose qualitative and quantitative information about its exposure to Pillar Two income taxes at the end of the reporting period. The disclosure of the current tax expense related to Pillar Two income taxes and the disclosures in relation to periods before the legislation is effective are required for annual reporting periods beginning on or after 1 January 2023, but are not required for any interim period ending on or before 31 December 2023. The amendments have not yet been endorsed by the EU. The Management of the Group and the Company estimates that this amendment has no impact on the financial statements.
• IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (Amendments)
The amendments are effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted, and will need to be applied retrospectively in accordance with IAS 8. The objective of the amendments is to clarify the principles in IAS 1 for the classification of liabilities as either current or non-current. The amendments clarify the meaning of a right to defer settlement, the requirement for this right to exist at the end of the reporting period, that management intent does not affect current or non-current classification, that options by the counterparty that could result in settlement by the transfer of the entity's own equity instruments do not affect current or noncurrent classification. Also, the amendments specify that only covenants with which an entity must comply on or before the reporting date will affect a liability's classification. Additional disclosures are also required for non-current liabilities arising from loan arrangements that are subject to covenants to be complied with within twelve months after the reporting period. The amendments have not yet been endorsed by the EU. The Management of the Group and the Company estimates that this amendment has no impact on the financial statements.
The amendments are effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted. The amendments are intended to improve the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction in IFRS 16, while it does not change the accounting for leases unrelated to sale and leaseback transactions. In particular, the seller-lessee determines 'lease payments' or 'revised lease payments' in such a way that the seller-lessee would not recognise any amount of the gain or loss that relates to the right of use it retains. Applying these requirements does not prevent the seller-lessee from recognising, in profit or loss, any gain or loss relating to the partial or full termination of a lease. A
seller-lessee applies the amendment retrospectively in accordance with IAS 8 to sale and leaseback transactions entered into after the date of initial application, being the beginning of the annual reporting period in which an entity first applied IFRS 16. The amendments have not yet been endorsed by the EU. The Management of the Group and the Company estimates that this amendment has no impact on the financial statements.
The amendments are effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted. The amendments supplement requirements already in IFRS and require an entity to disclose the terms and conditions of supplier finance arrangements. Additionally, entities are required to disclose at the beginning and end of reporting period the carrying amounts of supplier finance arrangement financial liabilities and the line items in which those liabilities are presented as well as the carrying amounts of financial liabilities and line items, for which the finance providers have already settled the corresponding trade payables. Entities should also disclose the type and effect of non-cash changes in the carrying amounts of supplier finance arrangement financial liabilities, which prevent the carrying amounts of the financial liabilities from being comparable. Furthermore, the amendments require an entity to disclose at the beginning and end of the reporting period the range of payment due dates for financial liabilities owed to the finance providers and for comparable trade payables that are not part of those arrangements. The amendments have not yet been endorsed by the EU. The Management of the Group and the Company estimates that this amendment has no impact on the financial statements.
The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28, in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognized when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. In December 2015 the IASB postponed the effective date of this amendment indefinitely pending the outcome of its research project on the equity method of accounting. The amendments have not yet been endorsed by the EU. The Management of the Group and the Company estimates that this amendment has no impact on the financial statements.
The amendments apply to annual accounting periods beginning on or after January 1, 2025, with earlier application permitted. The amendments will require companies to apply a consistent approach in assessing whether a currency can be exchanged into another currency and, when it cannot, to provide information about the exchange rate to be used as well as the required disclosures. The
amendments have not yet been endorsed by the EU. The Management of the Group and the Company are in the process of assessing the effect of the aforementioned financial statements.
The financial risk management and capital management policies of the Group are analyzed in the annual financial statements of 31/12/2022.
The preparation of financial statements based on IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the interim condensed financial statements and the reported amounts of revenue and expenses during the reporting period.
Actual results may differ from those estimates. Estimates are based on management's previous experience including expectations of future events under normal conditions. The aforementioned judgments, estimates and assumptions are periodically re - assessed in order to be in line with current available data and reflect current risks. The estimates and judgments of the Management are consistent with those followed in the preparation of the annual Financial Statements of the Company and the Group for the year ended 31/12/2022.
However, Management will continue monitoring the developments for the rest of the year and adjust its estimates accordingly.
There is not any difference between the fair value and the carrying amounts of the financial instruments of assets and liabilities (i.e. trade and other receivables, cash and cash equivalents, trade and other payables, derivative financial instruments, borrowings and finance leases). The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between two market participants at the valuation date. The fair values of the financial instruments as of 31 December 2022 represent management's best estimate. In cases that there is not available data, or if data is limited in market activity, the fair value measurement reflects the Group's own judgments about the assumptions according to the available information.
The three levels of the fair value hierarchy are as follows:
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
Within the year, there were neither moving between levels 1 and 2 nor moving inside and outside level 3 during the measurement of fair value. Moreover, within the same year, there was no change in the purpose of any financial asset which would lead to a different classification of this asset.
The Group is active on the following two operating segments:
The Retail Trading of Home Furniture and Households Goods (IKEA Stores) also includes investments in real estate through the Group's subsidiary under the name TRADE ESTATES REIC, which was established in July 2021, where it acquired Group properties through a contribution of the specific segment.
It is noted that there has been no significant change in the operating segments or in the segmental analysis with the consolidated financial statements for the period 1/1-30/6/2023.
The main financial interest is concentrated on the business classification of the Group's activities, where the various economic environments constitute different risks and rewards. The Group's activities comprise mainly one geographical area, that of the wider European region, primarily in Greece along with countries of Southeastern Europe (Romania, Bulgaria and Cyprus).
The Group's revenues for the period 1/1/2023 – 30/6/2023 emerged by 58% from activities in Greece (56.9% for the period 1/1/2022 – 30/6/2022) with the remaining 42% arising from the other countries of Southeastern Europe (43.1% for the period 1/1/2022 – 30/6/2022). The revenues of the Company concern intra-segment transactions and are eliminated on the level of Consolidated Financial Statements.
Historically, the consumers' demand for the Group products increases during the last four months of the calendar year.
Group results by operating segment for the period 1/1/2023 – 30/6/2023 are analyzed below:
| Retail Home Furnishings |
Retail Sporting Goods |
Fourlis Holdings SA |
Elim - Cons Entries |
Fourlis Group |
|
|---|---|---|---|---|---|
| Revenue | 163,796 | 82,803 | 2,481 | (2,349) | 246,731 |
| Cost of Goods Sold | (88,667) | (45,511) | (2,429) | 2,283 | (134,324) |
| Gross Profit | 75,130 | 37,292 | 52 | (66) | 112,407 |
| Other income | 4,237 | 3,271 | 1,422 | (1,075) | 7,855 |
| Distribution expenses | (55,681) | (35,826) | 0 | 491 | (91,017) |
| Administrative expenses | (10,578) | (4,192) | (2,815) | (316) | (17,901) |
| Other operating expenses | (343) | (150) | (2) | 13 | (482) |
| Operating Profit / (Loss) | 12,765 | 395 | (1,343) | (954) | 10,862 |
| Total finance income | 523 | 149 | 0 | 0 | 672 |
| Total finance cost | (7,832) | (3,118) | (16) | (47) | (11,012) |
| Contribution associate companies profit and loss |
1,295 | 0 | 3,990 | (3,990) | 1,295 |
| Contribution to profit of subsidiary sales/ Profit of subsidiary contribution |
0 | (340) | 30,587 | (29,982) | 265 |
| Dividends | (204) | 204 | 2,147 | (2,147) | 0 |
| Profit / (Loss) before Tax | 6,546 | (2,710) | 35,366 | (37,120) | 2,082 |
| Depreciation / Amortisation | 5,500 | 10,294 | 430 | 60 | 16,285 |
Accordingly, the results of the operational segments during the period 1/1-30/6/2022 for the Group before the aforementioned changes are presented in the following table:
| Retail Home Furnishings |
Retail Sporting Goods |
Fourlis Holdings SA |
Elim - Cons Entries |
Fourlis Group |
|
|---|---|---|---|---|---|
| Revenue | 131,635 | 81,170 | 2,354 | (2, 534) | 212,624 |
| Cost of Goods Sold | (73,302) | (42, 426) | (2,309) | 2,309 | (115, 728) |
| Gross Profit | 58,333 | 38,744 | 45 | (226) | 96,896 |
| Other income | 4,126 | 626 | 1,028 | (867) | 4,913 |
| Distribution expenses | (49, 618) | (34, 308) | 0 | 886 | (83,039) |
| Administrative expenses | (9,093) | (4,225) | (2,400) | 181 | (15, 537) |
| Net gain from the fair value adjustment of investment property |
4,999 | 0 | 0 | 0 | 4,999 |
| Other operating expenses | (185) | (227) | (17) | 0 | (429) |
| Operating Profit / (Loss) | 8,561 | 611 | (1, 345) | (25) | 7,803 |
| Total finance income | 84 | 349 | 0 | 0 | 433 |
| Total finance cost | (4,632) | (2,961) | (34) | 10 | (7,617) |
| Contribution associate companies profit and loss |
630 | 0 | 0 | 0 | 630 |
| Profit / (Loss) before Tax | 4,644 | (2,002) | (1, 379) | (15) | 1,248 |
| Depreciation / Amortisation | 1,345 | 9,939 | 267 | (57) | 11,494 |
Accordingly, the structure of assets and liabilities on 30/6/2023 and 31/12/2022 in the aforementioned operational segments is analyzed as follows:
| Retail Home Furnishings |
Retail Sporting Goods |
Fourlis Holdings SA | Elim - Cons Entries |
Fourlis Group | |
|---|---|---|---|---|---|
| 30/6/2023 | 30/6/2023 | 30/6/2023 | 30/6/2023 | 30/6/2023 | |
| Property plant and equipment | 42,897 | 25,573 | 185 | 397 | 69,052 |
| Right of use assets | 79,397 | 67,762 | 1,042 | (11,399) | 136,802 |
| Other Non-current Assets | 48,577 | 9,380 | 95,926 | (95,073) | 58,809 |
| Total non-current assets | 170,870 | 102,714 | 97,153 | (106,074) | 264,663 |
| Assets classified as held for sale | 329,960 | 0 | 62,587 | (62,587) | 329,960 |
| Total Assets | 617,820 | 170,362 | 171,455 | (182,092) | 777,545 |
| Non - current loans | 57,233 | 25,743 | 34 | 0 | 83,010 |
| Lease liabilities | 62,401 | 62,155 | 593 | (11,875) | 113,274 |
| Other Non-current Liabilities | 8,143 | 803 | 860 | 6 | 9,812 |
| Total non current Liabilities | 127,777 | 88,701 | 1,486 | (11,869) | 206,095 |
| Liability arising from assets held for sale |
153,423 | 0 | 0 | 0 | 153,423 |
| Total liabilities | 421,024 | 158,506 | 17,453 | (24,701) | 572,282 |
| Retail Home Furnishings |
Retail Sporting Goods |
Fourlis Holdings SA |
Elim - Cons Entries |
Fourlis Group |
|
|---|---|---|---|---|---|
| 31/12/2022 | 31/12/2022 | 31/12/2022 | 31/12/2022 | 31/12/2022 | |
| Property plant and equipment |
46,716 | 26,119 | 214 | 292 | 73,340 |
| Right of use assets | 77,822 | 66,117 | 1,347 | (11, 409) | 133,877 |
| Other Non-current Assets |
49,182 | 3,226 | 94,368 | (93, 462) | 53,314 |
| Total non-current assets |
173,720 | 95,462 | 95,929 | (104, 579) | 260,531 |
| Assets classified as held for sale |
300,186 | 17,641 | 32,025 | (32, 025) | 317,827 |
| Total Assets | 576,987 | 190,166 | 135,067 | (150, 117) | 752,102 |
| Non - current loans | 70,080 | 33,704 | 36 | 0 | 103,820 |
| Lease liabilities | 63,918 | 58,776 | 645 | (11, 771) | 111,567 |
| Other Non-current Liabilities |
7,635 | 751 | 837 | (3) | 9,220 |
| Total non current Liabilities |
141,633 | 93,230 | 1,519 | (11, 775) | 224,607 |
| Liability arising from assets held for sale |
133,223 | 12,683 | 0 | 0 | 145,906 |
| Total liabilities | 390,834 | 173,561 | 11,639 | (25, 017) | 551,016 |
It is noted that the consolidation entries column includes transactions between the parent company and operating segments of the Group.
Property, plant and equipment for the Group are analyzed as follows:
| Buildings and installation s |
Machinery /Installations |
Vehicles | Furniture | Assets under constructi on |
Total | |
|---|---|---|---|---|---|---|
| Net book value at 31.12.2022 |
36,412 | 11,867 | 878 | 17,702 | 6,482 | 73,340 |
| 1.1 - 30.6.2023 | ||||||
| Additions | 2,280 | 3,649 | 60 | 2,189 | (3,659) | 4,520 |
| Other changes in acquisition cost |
(196) | (26) | (4) | (529) | (0) | (755) |
| Acquisition costs | 0 | 0 | 0 | 0 | (2,500) | (2,500) |
| Depreciation/ amortization |
(2,711) | (1,083) | (111) | (2,476) | 0 | (6,381) |
| Other changes in depreciation |
248 | 25 | 4 | 551 | 0 | 828 |
| Acquisition cost at 30.6.2023 |
94,563 | 25,527 | 5,942 | 68,830 | 323 | 195,185 |
| Accumulated depreciation at 30.6.2023 |
(58,529) | (11,096) | (5,114) | (51,394) | 0 | (126,133) |
| Net book value at 30.6.2023 |
36,033 | 14,431 | 828 | 17,436 | 323 | 69,052 |
Group
Additions in the Property, Plant and Equipment for the period refer to construction and purchase of equipment for retail stores (new and existing) regarding segments of home furniture and household goods and sporting goods.
In particular, in the segment of sporting goods, on 17/3/2023 one (1) new INTERSPORT Store in Serres started its operation and on 8/4/2023 one (1) new INTERSPORT Store commenced operations in Katerini.
In the segment of home furniture and household goods, in February 2023 the Group closed the store in Komotini, while in May 2023 one (1) new store commenced operations in Alexandroupoli.
The "Other changes in acquisition cost" include foreign exchange differences arising from the difference in the exchange rates following the conversion of amounts in relation to fixed assets of foreign subsidiaries for an amount of EUR 39 thousand, damages amounting to EUR 593 thousand and sale of fixed assets amounting to EUR 155 thousand. The accounting item is being also affected by the transfer of an amount from the line "Fixed assets under construction" to the "Other categories of fixed assets", which mainly concerned the investment in mechanical equipment implemented by the subsidiary TRADE LOGISTICS SA. Furthermore, the "Other changes in depreciation" include foreign exchange differences arising from the difference in the exchange rates following the conversion of amounts in relation to fixed assets of foreign subsidiaries for an amount of EUR 21 thousand and sales of fixed assets amounting to EUR 806 thousand.
The depreciation / amortization of tangible assets for the period 1/1/2023 - 30/6/2023 amounted to EUR 6,381 thousand (30/6/2022: EUR 5,882 thousand). The total depreciation / amortization of tangible and intangible assets of EUR 7,514 thousand (30/6/2022: EUR 6,902 thousand) was recorded by an amount of EUR 6,259 thousand (30/6/2022: EUR 5,743 thousand) in the distribution expenses and by an amount of EUR 1,255 thousand (30/6/2022: EUR 1,159 thousand) in the administrative expenses.
The net book value of property, plant and equipment regarding IKEA and INTERSPORT Stores amounted
The property, plant and equipment of the Company are analyzed as follows:
| Company | ||||||
|---|---|---|---|---|---|---|
| Buildings and installations |
Furniture | Assets under construction |
Total | |||
| Net book value at 31.12.2022 | 57 | 156 | 0 | 214 | ||
| 1.1 - 30.6.2023 | ||||||
| Additions | 0 | 10 | 0 | 10 | ||
| Depreciation/ amortization | (11) | (28) | 0 | (39) | ||
| Acquisition cost at 30.6.2023 | 322 | 506 | 0 | 828 | ||
| Accumulated depreciation at 30.6.2023 |
(276) | (367) | 0 | (643) | ||
| Net book value at 30.6.2023 | 46 | 139 | 0 | 185 |
Right of use assets of the Group and the company for the period 1/1-30/6/2023 are analyzed as follows:
| Group | ||||
|---|---|---|---|---|
| Leasing Buildings | Leasing Machinery /Installations |
Leasing Vehicles | Total | |
| Net book value at 31.12.2022 | 132,387 | 7 | 1,484 | 133,877 |
| Other changes | ||||
| Additions | 15,209 | 0 | 322 | 15,530 |
| Other changes in acquisition cost | (6,184) | 0 | (115) | (6,298) |
| Depreciation/ amortization | (9,773) | (5) | (276) | (10,054) |
| Other changes in depreciation | 3,684 | 0 | 63 | 3,747 |
| Acquisition cost at 30.6.2023 | 208,501 | 63 | 3,200 | 211,765 |
| Accumulated depreciation at 30.6.2023 |
(73,179) | (61) | (1,722) | (74,963) |
| Net book value at 30.6.2023 | 135,322 | 2 | 1,478 | 136,802 |
The additions to the right-of-use assets for the period mainly concern changes to existing contracts due to an increase in the price and duration of the lease in the stores of the segment "Home Furniture and Household Goods" amounting to EUR 4 million and in the stores of the segment "Sporting Goods" amounting to EUR 11 million.
Regarding the Net Investment from Subleases, the following accounting policy was applied in accordance with the standard for Leases (IFRS 16):
The buyer-lessor recognizes the transferred asset and then applies the lessor's accounting for the purposes of the leaseback. The Group's companies which lease an underlying asset act as an "intermediate lessor" to a third party lessee, with the original lease ("master lease") between the lessor and the lessee remaining in effect.
A sublease is classified as a financial or operational lease based on the right to use an asset arising from the "master lease" and not with reference to the underlying asset.
The sublease is accounted for as follows:
Since the sublease is classified as a finance lease, the initial lessee derecognizes the right-of-use asset from the main lease at the commencement date of the sublease and continues to account for the liability from the main lease according to the lessee's accounting model under IFRS 16. At the same time, it recognizes the net investment in the sublease as the gross investment in the lease (equal to the sum of a) lease payments receivable from the sublessee under the finance lease, and b) any unguaranteed residual value accruing to the lessor), discounted at the interest rate implicit in the lease, or if that rate cannot be readily determined, at the lessee's incremental borrowing rate, with any difference recognized in the statement of profit and loss.
According to the above accounting policy of the Group, the date of sale of the subsidiary SNEAKERS MARKET which subleases stores from the subsidiary INTERSPORT ATHLETICS, upon the initial recognition on 28/2/2023 the difference between the recognition of net investment of EUR 4.6 million and the derecognition of the right to use the asset amounting to EUR 2.4 million that is recorded in the other income, a profit of EUR 2.2 million was recorded. The receipts concerning the net investment was reduced by EUR 125 thousand for the period 28/2/2023 - 30/6/2023 and have reduced its balance of the net investment from subleases.
| The Right-of-Use-Assets of the Company for the period 1/1/2023 - 30/6/2023 are analyzed as follows: | |||
|---|---|---|---|
| ----------------------------------------------------------------------------------------------------- | -- | -- | -- |
| Company | |||||
|---|---|---|---|---|---|
| Leasing Buildings |
Leasing Vehicles | Total | |||
| Net book value at 31.12.2022 | 1,024 | 323 | 1,347 | ||
| Other changes | |||||
| Additions | 0 | 51 | 51 | ||
| Depreciation/ amortization | (308) | (48) | (356) | ||
| Acquisition cost at 30.6.2023 | 2,178 | 577 | 2,754 | ||
| Accumulated depreciation at 30.6.2023 |
(1,462) | (251) | (1,713) | ||
| Net book value at 30.6.2023 | 716 | 326 | 1,042 |
The Group continues to exploit new investing opportunities regarding the establishment of a company "TRADE ESTATES R.E.I.C.", for its operation as a) a Real Estate Investment Company according to the provisions of L. 2778/1999 and b) an internally managed Alternative Investments Fund Manager ("AIFM") according to the provisions of L. 4209/2013. Under the same context, the actions of the Group for the establishment of companies operating in real estate management in Cyprus and Bulgaria (TRADE ESTATES CYPRUS LTD, H.M. ESTATES CYPRUS LTD, TRADE ESTATES BULGARIA EAD) and for the
strategic plan of TRADE ESTATES R.E.I.C. which includes the increase of its share capital through the Athens Stock Exchange, with the final result that the Group's shareholding drops to 50%.
Therefore, on 31/12/2019 the Group classified its assets related to TRADE ESTATES R.E.I.C., amounting to EUR 176.1 million, in the category "held for sale" since on that date, the respective criteria for their respective classification under IFRS 5 were fully met. Prior to their classification as defined by the provisions of IAS 36, the specific assets were tested for impairment as assets "held for sale" and no impairment loss arose. On the date of their classification as "held for sale" and based on the requirements of IFRS 5, the process of depreciation of the specific assets ended. If they had not been classified as "held for sale", the net depreciation charges of the specific assets would have been approximately EUR 1.7 million and EUR 3.4 million respectively for the 6-month period ended on 6/30/2023 and for the year 2022 and would have led to an equal reduction in the net results of the corresponding periods.
The assets that have been classified as "held for sale" constitute a single cash generating unit (CGU) since all those assets were contributed on 12/7/2021 to the company TRADE ESTATES R.E.I.C.. The company also received approval from the Hellenic Capital Market Commission in relation to its operating license. The assets were measured at the lowest value between the book value and the fair value minus the sale expenses.
Assets held for sale include:
• The property of subsidiary company POLIKENCO SA with a building in Patras. On 29/5/2023, the Company acquired 100% of the share capital of the company POLIKENCO SA. This participation concerns a plot of land with a total area of 20,977.84 square meters where a retail park with a total area of 21.615 square meters is being developed.
• The properties of the commercial park in Thessaloniki of subsidiary company KTIMATODOMI SA,
• 50% participation stake in the real estate management company MANTENKO SA with a property in Heraklion,
• 50% participation stake in the real estate management company SEVAS TEN SA with a property in Spata,
• 50% participation stake in the real estate management company RETS CONSTRUCTION SA with a property in Elefsina,
• The logistics center in Elefsina which was acquired on 30/6/2023 through a contribution in kind from the company AUTOHELLAS -amounting EUR 8 million- as participation of the latter in a share capital increase of TRADE ESTATES R.E.I.C.,
• The shopping center in Larissa acquired on 30/6/2023 by TRADE ESTATES R.E.I.C. (currently used by the Group).
The Group's property investments are measured at fair value and are categorized at level 3.
The assessment of the fair value of the properties as of 30/6/2023 was carried out in July 2023 by certified appraisers, namely "KENTRIKI Property Valuers & Consultants Private Company" with distinctive title "SAVILLS HELLAS Private Company" and "AXIES SA", in accordance with the provisions of Law 2778/1999.
According to the certified appraisers, on the valuation date there was sufficient volume of transactions and comparative market data which were used as the basis of the valuation process.
The data used and analyzed in the respective appraisal reports (leases, sale prices, yields) were based on various sources and recent data of the Greek real estate market but also on the general financial information. The data were also adjusted according to the current market conditions in order to reflect the broader economic trends and characteristics of each specific property at the date of valuation assessment.
However, the appraisers have noted that while the volatile economic environment due to geopolitical risks arising from the war in Ukraine combined with the problems observed in the supply chain which have led to price increases of the cost of goods, energy and services, affects globally the markets to some extent and creates inflationary pressures, they have also underlined that, on the assessment date, the real estate markets operated mostly normally showing satisfactory activity, with several transactions taking place which led to a sufficient volume of comparative data and therefore further supported their decisions regarding the opinions expressed about the value of the properties.
The country's government borrowing costs are improving but still remain higher than in the other European economies. Greek banks have resolved important issues related to non-performing loans (NPLs) which until recently created significant issues in terms of risk management and overall risk assessment. In view of the likelihood that market conditions might be moving rapidly in response to changes due to geopolitical risks arising from the conflict in Ukraine along with supply disruptions, energy crisis and inflationary pressures, the importance of the valuation date is highlighted.
The valuation assessment resulted into a net profit from the valuation of properties at fair value of EUR 1,283 thousand for the Group.
On 30/6/2023, the criteria for the classification of assets "held for sale" under IFRS 5 were also met, given that:
On 20/06/2023, it was registered in the General Commercial Registry (GCR), with reference no. 2979243AP, during which the share capital increase of the company TRADE ESTATES REIC was approved, by the amount of EUR 6,003,108.80 via contribution in kind and the issuance of 3,751,943 new common registered voting shares, with a nominal value of EUR 1.60 per share and with an offering price of EUR 2.13222 per share (Registration Code Number 3656710). The difference of EUR 0.53222 per share, between the share premium price and the nominal value per share, amounted to one million nine hundred ninety six thousand eight hundred fifty nine Euros and ten cents (1,996,859.10).
The above share capital increase was covered exclusively by "AUTOHELLAS" through a contribution in kind, i.e. of a real estate and specifically via the contribution of a 45,408.04 square meter land plot within a Business Park in the area of Vamvakia in the Municipality of Elefsina along with a complex of commercial buildings and commercial warehouses on the land plot, covering an area of 16,655 square meters. After the completion of the above share capital increase and following the relevant permission granted by the Executive Committee of the Hellenic Capital Market Commission, "AUTOHELLAS" participates now in the share capital of TRADE ESTATES R.E.I.C. with 11.9172%. The property contributed by "AUTOHELLAS" further strengthens the real estate portfolio of TRADE ESTATES R.E.I.C., the value of which today accounts for approximately EUR 330 million. A modern logistics center will be developed on the specific land plot by Trade Estates REIC.
It is noted that the amounts from both the share capital increase and the share premium were recorded directly into the Minority Interests. In addition, the results of EUR 0.5 million were also
recorded into the Minority Interests.
The management monitors and will continue to monitor the correct classification of the specific assets as "held for sale" in each reporting period.
Additionally, on 31/12/2022 the Group classified assets related to the subsidiaries INTERSPORT ATLETIK (INTERSPORT and TAF stores in Turkey) and Sneakers Market SA (TAF stores in Greece) worth of EUR 703 thousand and EUR 3,755 thousand respectively in the category "held for sale" because on that date the classification criteria based on IFRS 5 had been fully met. Prior to their classification as defined by the provisions of IAS 36, the specific assets were tested for impairment as assets "held for sale" and no impairment loss arose. On the date of their classification as "held for sale" and based on the requirements of IFRS 5, the process of depreciation of the specific assets ended.
The Group announced on 26/1/2023 an agreement to sell the "Intersport" activity in Turkey. The agreement provides for the sale of all shares of the subsidiary company "Intersport Atletik Mağazacılık ve Dış Ticaret Anonim Şirketi", licensor of the brand "Intersport" and "The Athlete's Foot" in Turkey, which operated a network of 12 stores. The buyer is the corporate Group under the name "Eren Perakende ve Tekstil Anonim Şirketi". The initial price amounted to approximately €1.5 million, while as stipulated in the Sales and Purchase Agreement (SPA), the final price will be determined based on the audited financial statements for the year 2022. Upon signing the SPA for the share purchase, 83% of the initial price, approximately €1.25 million, was paid, while the remaining amount of approximately €0.25 million will be paid over 2 years from the date of signing the agreement. The final price will be determined by the end of the year following an external audit that will precede the completion of the transaction (which is subject to the fulfillment of relevant terms and conditions). Sales for the activity in Turkey for the year 2022 amounted to €12.8 million, with corresponding sales in January 2023 of €0.9 million and pre-tax losses (PBT) of €350 thousand, with corresponding pre-tax losses of €68 thousand in January 2023.
Also, the Group announced on 30/12/2022 an agreement to sell the retail activity "The Athlete's Foot (TAF)" in Greece. The agreement provides for the sale of all shares of the subsidiary company "Sneakers Market SA", which has the right to use the trademark "The Athlete's Foot" and operates a network of 14 stores in Greece. The acquiring company is TAF Global Holding AG, a subsidiary of Arklyz Group AG, which has acquired the rights to the trademark "The Athlete's Foot" worldwide. The price of the transaction amounted to EUR 4 million was finalized with the closing of the transaction at the end of February 2023. The participation cost amounted to 25,000 euros, and the Company gained a profit from the sale of 3,990,000 euros.
In particular, the subsidiary company Sneakers Market SA resulted from a partial split through the absorption of the Segment "trading of sporting goods, designed both for daily use and for exercise practiced today under the brand name TAF-THE ATHLETE'S FOOT" of the societe anonyme company under the name "INTERSPORT ATHLETICS SA" in accordance with the provisions of paragraph 2 of article 56, the provisions of articles 58-73 and articles 83-87 of Law 4601/2019, the provisions of
Law 4548/ 2018, Article 54 of Law 4172/2013 and Article 61 of Law 4438/2016 as applicable. The above partial split was completed with the registration of the corporate action in the General Commercial Registry (GCR) on 5/7/2022 with Registration Code Number 2903747.
As a result of the split, the share capital of Sneakers Market SA increased by the amount of five million five hundred seventy thousand seven hundred Euros (5,570,700). The share capital increase was carried out via the issuance of five million five hundred seventy thousand seven hundred (5,570,700) shares, with a nominal value of one euro (EUR 1.00) per share, which were subscribed in their entirety by the company under the name "FOURLIS HOLDINGS SA" which was the sole shareholder of the company that was the object of the partial split.
The assets and liabilities included in the category "held for sale" by the Group on 30/06/2023 are as follows:
| 30/6/2023 | 31/12/2022 | |||||
|---|---|---|---|---|---|---|
| Assets | Group TRADE | Total | Group TRADE | INTERSPORT | SNEAKERS | Total |
| ESTATES | ESTATES | ATLETİK | SA | |||
| PROPERTIES | 310,488 | 310,488 | 277,054 | 1,867 | 7,692 | 286,613 |
| INVESTMENT IN PROPERTIES | 9,023 | 9,023 | 11,143 | 0 | 0 | 11,143 |
| LONG TERM RECEIVABLES | 7,341 | 7,341 | 8,782 | 287 | 261 | 9,330 |
| OTHER RECEIVABLES | 3,108 | 3,108 | 3,207 | 2,658 | 4,876 | 10,741 |
| TOTAL ASSETS | 329,960 | 329,960 | 300,186 | 4,812 | 12,829 | 317,827 |
| LIABILITIES | ||||||
| NON-CURRENT LOANS | (129,115) | (129,115) | (111,283) | 0 | 0 | (111,283) |
| LEASE LIABILITIES | (14,078) | (14,078) | (14,263) | (749) | (5,626) | (20,638) |
| OTHER NON-CURRENT LIABILITIES |
(7,828) | (7,828) | (5,280) | (66) | (26) | (5,372) |
| TOTAL NON-CURRENT LIABILITIES |
(151,021) (151,021) | (130,826) | (815) | (5,652) | (137,293) | |
| SHORT TERM LOANS FOR WORKING CAPITAL |
(2,033) | (2,033) | (2,033) | (1) | 0 | (2,034) |
| CURRENT PORTION OF NON CURRENT LOANS AND BORROWINGS |
(368) | (368) | (364) | (378) | (856) | (1,599) |
| ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES |
0 | 0 | 0 | (2,415) | (2,565) | (4,980) |
| TOTAL CURRENT LIABILITIES |
(2,401) | (2,401) | (2,398) | (2,794) | (3,422) | (8,613) |
| TOTAL LIABILITIES | (153,423) (153,423) | (133,223) | (3,609) | (9,074) | (145,906) | |
| NET ASSETS | 176,538 | 176,538 | 166,962 | 1,203 | 3,755 | 171,921 |
Interim Condensed Financial Report for the period 1/1/2023 to 30/06/2023 73
As of 30/6/2023, the Company's property items and liabilities classified as held for sale include a direct stake in TRADE ESTATES REIC with a 28.72% shareholding amounting to €62,587 thousand (as of 31/12/2022: €32,000 thousand). The Company recorded in its income under the line "Gain from subsidiary distribution" an amount of €30,587 thousand. This amount pertains to a reduction of capital in-kind through distribution, involving the cancellation of 12,706,547 shares issued by the company named "TRADE ESTATES REIC," a subsidiary of HOUSEMARKET SA, this transaction had no effect in the Financial Statements of the Group. Following the decision of the extraordinary General Assembly of shareholders of the subsidiary company HOUSEMARKET SA, held on 31/12/2022, the share capital was reduced by the total amount of €30,587,200, with the cancellation of 30,587,200 ordinary shares of the Company, having a nominal value of one (1) euro per share. This reduction was partially carried out inkind, in the amount of €30,587,199.94, through distribution to the sole shareholder, FOURLIS HOLDINGS SA, of 12,706,547 shares issued by the Company named "TRADE ESTATES REIC," with an equal total appraised value. In part, it was carried out in the amount of 0.6 cents of a euro, refunded to the sole shareholder, for rounding purposes.
Changes in the value of assets held for sale within the period 1/1 - 30/6/2023 include:
a) the additions and the value appreciation on the property of the indirect subsidiary KTIMATODOMI SA amounting to EUR 2 million,
b) the value appreciation on the property of the indirect subsidiary VOLYRENCO SA amounting to EUR 0.3 million,
c) the additions and value appreciation on the property of the indirect subsidiary BERSENCO SA amounting to EUR 0.2 million,
d) the additions and devaluation of the property of the indirect subsidiary RENTIS PROPERTY INVESTMENTS SA amounting to EUR 0.5 million,
e) the acquisition and value appreciation on a property in Larissa amounting to EUR 10.7 million,
f) the acquisition and value appreciation on a property in Ioannina amounting to EUR 3.5 million,
g) the acquisition and value appreciation on a property in Elefsina amounting to EUR 8.3 million through contribution in kind by the company AUTOHELLAS for the participation of the latter in a share capital increase of TRADE ESTATES R.E.I.C.,
h) the reduction of the long-term trade receivable related to issuing expenses with regard to a bond loan of the subsidiary TRADE ESTATES R.E.I.C. amounting to EUR 1.2 million.
i) the addition of investments and the value appreciation on a property in Patra amounting to EUR 6.5 million,
j) the reduction of assets from the sale of the companies INTERSPORT ATLETİK and SNEAKERS SA
amounting to EUR 17.6 million.
k) the addition of a loan of the subsidiary company TRADE ESTATES R.E.I.C., as analyzed below:
| 30/6/2023 | Amount in EUR thous. |
Date of Issuance |
Term | |
|---|---|---|---|---|
| TRADE ESTATES R.E.I.C. |
Bond Loan | 63,754 | 29/05/2023 | 12 years from the date of issuance |
| Total | 63,754 |
l) the repayment of loans of the subsidiary TRADE ESTATES R.E.I.C. amounting to EUR 51 million.
m) During 2022, company entered into an interest rate swap agreement with a notional value of €75 million (forward interest rate swap with cap). According to this agreement, it would pay a fixed interest rate of 0.88% and receive a variable interest rate based on the Euribor 3-month rate plus 0.50% (interest rate cap). The cash flows to be offset are the 3-month interest payments under the aforementioned bond issuance. These cash flows began to be offset for interest rate risk on 28/2/2023, with the first interest payment (which is part of the offsetting arrangement) occurring on 29/5/2023, and the final payment on 28/2/2028. The transaction took place on 24/2/2022, at zero cost. (note 16)
The hedging relationship (using a derivative of future cash flows) was assessed as being highly effective (using for effectiveness measurement purposes the ineffectiveness of the hedge based on terms consistent with those of the hedged item - commonly referred to as the "hypothetical derivative"). The hedge ratio was determined to be 1:1. The Company will reevaluate the hedge ratio at the end of each reporting period as part of the effectiveness testing of the hedge.
The fair value adjustment of the interest rate swap contract (forward interest rate swap with cap) amounted to 6.9 million euros as of 30/6/2023 (31/12/2022: 7 million euros). Non-current financial assets include 4.6 million euros, and current financial assets include 2.2 million euros. The cash flow hedge reserve amounted to euro 6.7 million (31/12/2022: 6.8 million) and was recognized in equity under the "Reserves" column. The aforementioned has reclassified to income in proportion to future interest payments, while an amount of 75,000 euros was recognized in income under the financial income line.
The financial assets also include a loss of 0.5 million euros representing the day 1 loss of the aforementioned interest rate swap contract, which will be reclassified to income in proportion to future interest payments.
Valuation applied for measuring the fair value of the derivative instrument used observable market data
and included models that use present value calculations. The interest rate swap contract is classified at Level 2 in the fair value hierarchy. There were no transfers between Levels 1, 2, or 3 during the first half of 2023.
n) The reduction in liabilities from the sale of the companies INTERSPORT ATLETIK and SNEAKERS SA amounts to €12.7 million.
The sale transactions of subsidiaries held for sale are analyzed as follows:
| Gain from Transaction | 265 thous. |
|---|---|
| Net Assets | 4,614 thous. |
| Consideration minus sale expenses | 4,879 thous. |
Intangible assets for the period 1/1 - 30/6/2023 are analyzed as follows:
| Group | |||||
|---|---|---|---|---|---|
| Royalties | Software | Miscellaneous | Total | ||
| Net book value at 31.12.2022 | 3,074 | 6,945 | 172 | 10,191 | |
| 1.1 - 30.6.2023 | |||||
| Additions | 0 | 1,201 | 34 | 1,235 | |
| Other changes in acquisition cost | 0 | (56) | 0 | (56) | |
| Depreciation/ amortization | (139) | (953) | (41) | (1,133) | |
| Other changes in depreciation | 0 | 53 | 0 | 53 | |
| Acquisition cost at 30.6.2023 | 8,983 | 22,728 | 606 | 32,317 | |
| Accumulated depreciation at 30.6.2023 |
(6,048) | (15,538) | (441) | (22,027) | |
| Net book value at 30.6.2023 | 2,935 | 7,190 | 165 | 10,290 |
Royalties include the use of brand names (IKEA). Other changes in acquisition cost as well as other depreciation changes regard foreign exchange differences. Additions in intangible assets are related to software licenses.
Intangible assets for the Company for the period 1/1 – 30/6/2023 are as follows:
| Company | ||||
|---|---|---|---|---|
| Software | Miscellaneous | Total | ||
| Net book value at 31.12.2022 | 96 | 42 | 138 | |
| 1.1 - 30.6.2023 | ||||
| Additions | 7 | 0 | 7 | |
| Depreciation/ amortization | (26) | (10) | (36) | |
| Acquisition cost at 30.6.2023 | 705 | 129 | 834 | |
| Accumulated depreciation at 30.6.2023 | (627) | (97) | (724) | |
| Net book value at 30.6.2023 | 78 | 32 | 110 |
On 30/6/2023 and 31/12/2022 the share capital amounted to euro 52,131,944.00 divided into 52,131,944 shares of nominal value euro 1.00 per share.
The Ordinary General Assembly of Shareholders of June 16th, 2023, decided to distribute a total dividend of eleven cents of Euro (€ 0.11) per share. It is noted that the dividend has been paid in July 2023. Also, it is noted that an amount of € 891,000 was paid to the shareholder AUTOHELLAS ATEC. The Company recorded dividends from subsidiaries in its income amounting to EUR 2.1 million during the period 1/1/2023 - 30/6/2023.
The basic estimates of the actuarial study carried out in fiscal year 2022.
The Ordinary General Assembly of Shareholders of the Company "FOURLIS HOLDINGS SA" on 16/6/2023 approved a share distribution Program (hereinafter: "the Program 2"), to executives of the Company and related companies, in the forms of: a) stock options (article 113 of Law 4548/2018) and b) stock grands (article 114 of Law 4548/2018), and authorized the Board of Directors to regulate procedural issues and details. The respective Program 2 constitutes a revision of the share distribution program approved by the Ordinary General Assembly of Shareholders on 16/6/2017 for the distribution of shares to executives of the Company and its affiliated companies (Stock Options Program), which had been established in accordance with the provisions of paragraph 13 of article 13 and paragraphs 3 and 4 of article 29 and paragraph 2 of article 31 of C.L. 2190/1920.
Program 2 is divided into two sub-programs:
A) Program for smooth succession for senior executives of the Company and its affiliated companies (hereinafter also referred to as "Program A"):
Program A provides to the selected senior executives of the Company and its affiliated subsidiaries the right to purchase shares (stock options) at a fixed price and to be able to exercise this right within a certain period of time in the future. The beneficiary who exercises this right wins if, at the time of exercising the right, the stock price is higher than the purchase price. Program A will be implemented through a single series for all the granted rights (with a maximum number of 850,000 rights of one (1) share).
Beneficiaries are senior executives of the Company and its affiliated companies, in particular the CEOs of these companies with fifteen (15) years of service in FOURLIS Group, who will be selected by a decision of the Board of Directors to be taken by November 2023, at the reasonable discretion of the Board of Directors, in view of their imminent departure and at the same time in reward and recognition of their long-term contribution and participation to the development of FOURLIS Group. The duration of Program A is until the year 2029, in the sense that the rights that will be granted to the beneficiaries of Program A can be exercised until December 2029 as specifically defined in the terms of the Program. During Program A and in accordance with its terms, the Board of Directors issues to the beneficiaries who exercised their right, certificates of the right to acquire shares and then it issues and delivers the shares to the above beneficiaries, increasing the Company's share capital and certifying the particular capital increase. It is noted that these share capital increases do not constitute amendments to the Articles of Association. During the last month of the financial year in which the share capital increases took place, the Board of Directors is obliged to adjust, based on its own decision, the Articles of Association regarding the share capital, so as to provide for the amount of the share capital, as it arose after the above share capital increases, observing the publicity formalities of article 13 of Law 4548/2018.
B) Program to attract, retain and motivate senior executives of the Company and its affiliated companies (hereinafter also referred to as "Program B"):
Program B provides to selected senior executives of the Company and its affiliated subsidiaries with bonus common registered voting shares (stock grands) through the capitalization of the Company's reserves, in accordance with the provisions of article 114 of Law 4548/2018 as currently in force, for the achievement of specific goals. Program B will be implemented in three (3) annual series, with the granting of a maximum of 1,300,000 shares in total. Beneficiaries are senior executives of the Company and its affiliated companies who will be selected at the reasonable discretion of the Board of Directors, after taking into account their contribution to the achievement of the strategic objectives of FOURLIS Group for the period 2025 – 2027. The duration of the Program is forty-eight (48 months), starting in March 2024.
During Program B and in accordance with its terms, the Board of Directors will increase the share capital, through capitalization of reserves, issuing new shares, which will be delivered to the beneficiaries. These increases in the share capital do not constitute amendments to the Articles of Association. During the last month of the financial year in which the share capital increases took place, the Board of Directors is obliged to adjust, based on its own decision, the Articles of Association regarding the share capital,
so as to provide for the amount of the share capital, as it arose after the above share capital increases, observing the publicity formalities of article 13 of Law 4548/2018.
In addition to the above program that was revised based on the decision of the General Assembly of Shareholders on 16/6/2023, the Group is subject to the program approved by the Company's Extraordinary General Assembly of 22/7/2021 and the program of the subsidiary TRADE ESTATES REIC that was approved by the Ordinary General Assembly of Shareholders on 30/06/2022.
During the period 1/1 - 30/6/2023, an expense of € 1,144 thousand was recorded in the consolidated results (2022: €605 thousand).
The Company's Extraordinary General Assembly of the Company of 22/7/2021, within the framework of the Stock Option Plan, approved the allocation of a maximum of 1,600,000 rights per share, i.e. 3.07% of the number of outstanding shares listed on the Athens Exchange, Greece, and the granting of authorization to the Board of Directors for the regulation of procedural matters and details. The offering price of the aforementioned shares is the nominal value of the share on the date of decision of the General Assembly of Shareholders about the program. The program will be implemented in one series. The duration of the Program is until the year 2028, in the sense that the stock options that will be granted to the beneficiaries of the Program with a grant date as of 22/11/2021, may be exercised from 24/11/2024 to 15/12/2028.
The beneficiaries of the Program were determined by the decision of the Board of Directors dated 22/11/2021 (related to the BoD minutes under number 429/22.11.2021). During the program and in accordance with its terms, the Board of Directors issues to the beneficiaries who exercised their right the certificates of the right to purchase shares and then it issues and delivers the shares to the above beneficiaries, increasing the Company's share capital and certifying the particular capital increase. It is noted that these share capital increases do not constitute amendments to the Articles of Association. During the last month of the financial year in which the share capital increases took place, the Board of Directors is obliged to adjust, based on its own decision, the Articles of Association regarding the share capital, so as to provide for the amount of the share capital, as it arose after the above share capital increases, observing the publicity formalities of article 13 of Law 4548/2018.
No stock options were exercised within the first half of the financial year 2023 in the context of the implementation of the above Program.
Moreover, the Ordinary General Assembly of Shareholders of the subsidiary company "TRADE ESTATES REIC" held on 30/6/2022 decided to establish a Program for the free distribution of common registered voting shares to the executive members of the Board of Directors as well as to the Managers and other selected Executives of the Company.
This Program is being addressed to executive members of the Board of Directors as well as Managers
and other selected Executives of TRADE ESTATES REIC (hereinafter the "Beneficiaries"). The Program is in the form of the free distribution of common registered voting shares to the Beneficiaries, through the capitalization of the Company's reserves in accordance with the provisions of article 114, Law 4548/2018 as currently in force, as a one-time reward following the Company's listing of shares on the organized (regulated) market of the Athens Exchange, Greece. The Board of Directors, after completion of the listing process of the shares of subsidiary TRADE ESTATES REIC on the organized (regulated) market of the Athens Exchange and after receiving a relevant approval from the Hellenic Capital Market Commission, if required under the current legislation, will distribute bonus shares to the Beneficiaries. The number of shares will be equal to 1% of the shares of TRADE ESTATES REIC, as these shares will have been formed following the listing of the company on the Athens Exchange and before the decision of their free distribution to the Beneficiaries.
The same Ordinary General Assembly of shareholders of the subsidiary TRADE ESTATES REIC approved a four-year Long-Term Reward Program for executive members of the Board of Directors, Managers and other selected Executives of the Company (hereinafter the "Beneficiaries"), in the form of granting bonus common registered voting shares to Beneficiaries for the achievement of specific objectives. The distribution of bonus shares will take place once the listing of the company's shares on the organized (regulated) market of the Athens Exchange is being completed. Given the fact that the number of shares will be determined by the Board of Directors provided that the goals of the Program have been achieved, the fair value of rights for free distribution of shares cannot be currently estimated and therefore there has been no impact on the financial statements as of 30/06/2023.
The existing program determined the maximum number of shares to be offered at 1% of the paid-up share capital of the company, as of the date of the decision of the Extraordinary General Assembly on July 31, 2023. It also defined the categories of beneficiaries, the percentage of shares to be allocated, and that both (a) the allocation to the beneficiaries (as determined subsequently by the Board of Directors and based on the recommendation of the Nominations and Remuneration Committee) and (b) the number of shares to be made available to each of them, will occur simultaneously with
the introduction of the shares on the Stock Exchange (IPO).
• and the cancellation of the B. Long-Term Incentive Plan
Borrowings on 30/6/2023 and 31/12/2022 are analyzed as follows:
| Group | |||
|---|---|---|---|
| 30/6/2023 | 31/12/2022 | ||
| Non - current loans | 129,174 | 123,470 | |
| Current portion of non-current loans and borrowings | 46,165 | 19,650 | |
| Non - current loans | 83,010 | 103,820 | |
| Short term loans for working capital | 21,357 | 24,999 | |
| Total loans and borrowings | 150,531 | 148,469 |
On 30/6/2023 the Company had non-current loan of EUR 34 thousand (31/12/2022: EUR 36 thousand). The repayment period of the non-current loan varies between 1 to 12 years and the weighted average interest rate of the Group's non - current loans had settled at 4.9% during the period 1/1/2023 – 30/6/2023 (1/1/2022 – 30/6/2022: 2.33%). The weighted average interest rate of the Group's shortterm loans settled at 5.7% during the period 1/1/2023 – 30/6/2023 (1/1/2022 – 30/6/2022: 3.52%). Repayments and proceeds in relation to loans of the current period amounted to EUR 64,180 thousand (EUR 124,183 thousand in the corresponding period of 2022) and EUR 87,900 thousand (EUR 152,007 thousand in the corresponding period of 2022) respectively. Non - current loans, including the part which is payable within the next 12 months, cover mainly the Group's growth needs and consist of bond, syndicated and other non - current loans for 30/6/2022 and 31/12/2021 respectively. A relevant analysis of the loans is presented below:
| 30/6/2023 | Amounts in EUR thousand |
Date of Issuance | Term | ||
|---|---|---|---|---|---|
| FOURLIS HOLDINGS SA | Refundable advance payment |
34 | 16/6/2020 | 5 years from the date of issuance |
|
| 34 | |||||
| TRADE LOGISTICS SA | Refundable | 50 | 16/6/2020 | 5 years from the | |
| advance payment | date of issuance | ||||
| 50 | |||||
| HOUSE MARKET BULGARIA ΕAD |
Syndicated | 5,176 | 11/7/2016 | 9 years from the date of issuance (EUR 1,958 thousand payable in the next financial year) |
|
| 5,176 | |||||
| INTERSPORT SA | Bond Loan | 21/2/2022 | 8 years from the date of issuance |
| 31,355 | (EUR 1,474 thousand payable in the next financial year) |
|||
|---|---|---|---|---|
| Refundable advance payment |
36 | 31/7/2020 | 5 years from the date of issuance |
|
| Bond Loan | 11,955 | 17/7/2020 | 4 years from the date of issuance (EUR 11,955 thousand payable in the next financial year) |
|
| 43,345 | ||||
| Bond Loan | 39,806 | 30/9/2021 | 3 years from the date of issuance |
|
| Bond Loan | 11,951 | 17/7/2020 | 4 years from the date of issuance (EUR 11,951 thousand payable in the next financial year) |
|
| HOUSE MARKET SA | Bond Loan | 13,829 | 31/7/2020 | 4 years from the date of issuance (EUR 3,842 thousand payable in the next financial year) |
| Bond Loan | 4,991 | 24/9/2020 | 3 years from the date of issuance (EUR 4,991 thousand payable in the next financial year) |
|
| Bond Loan | 9,994 | 16/12/2022 | 1 year from the date of issuance (EUR 9,994 thousand payable in the next financial year) |
|
| 80,570 | ||||
| TOTAL | 129,174 |
| 31/12/2022 | Amounts in EUR thousand |
Date of Issuance |
Term | |
|---|---|---|---|---|
| FOURLIS HOLDINGS SA | Refundable advance payment |
36 | 16/6/2020 | 5 years from the date of issuance |
| 36 | ||||
| TRADE LOGISTICS SA | Refundable advance payment |
53 | 16/6/2020 | 5 years from the date of issuance |
| 53 | ||||
|---|---|---|---|---|
| HOUSE MARKET BULGARIA ΕAD |
Syndicated | 6,160 | 11/7/2016 | 9 years from the date of issuance (EUR 1,959 thousand payable in the next financial year) |
| 6,160 | ||||
| INTERSPORT SA | Bond Loan | 28,834 | 21/2/2022 | 8 years from the date of issuance (EUR 976 thousand payable in the next financial year) |
| Bond Loan | 13,930 | 17/7/2020 | 4 years from the date of issuance (EUR 3,951 thousand payable in the next financial year) |
|
| Refundable advance payment |
38 | 31/07/2020 | 5 years from the date of issuance | |
| 42,803 | ||||
| Bond Loan | 39,770 | 30/9/2021 | 3 years from the date of issuance | |
| HOUSE MARKET SA | Bond Loan | 13,926 | 17/7/2020 | 4 years from the date of issuance (EUR 3,951 thousand payable in the next financial year) |
| Bond Loan | 15,750 | 31/7/2020 | 4 years from the date of issuance (EUR 3,842 thousand payable in the next financial year) |
|
| Bond Loan | 4,972 | 24/9/2020 | 3 years from the date of issuance (EUR 4,972 thousand payable in the next financial year) |
|
| 74,418 | ||||
| Total | 123,470 |
During the current period, the Group continues to utilize Interest Rate Swaps for the account of its subsidiaries in order to mitigate the risk of a sudden increase in the interest rates of the interbank market.
The terms of the respective hedging agreements are as follows:
• 7-year interest rate hedging financial product (Interest Rate Swap - IRS) through a fixed/floating
rate swap for an amount of EUR 8.6 million with negative fair value for HOUSE MARKET BULGARIA EAD as of 30/6/2023, amounting to EUR (8) thousand (31/12/2022: EUR (48) thousand). The result of the valuation has been recorded in the statement of comprehensive income.
Non–current loans include loans with a guarantee of 80% of their value from the Hellenic Development Bank through the financing of the Hellenic State and the European Union:
• Part of a bond loan issued by the subsidiary HOUSEMARKET SA corresponding to an amount of EUR 10 million covered by EUROBANK on 29/7/2020. The loan expires on 31/7/2024 and refers to a total amount of EUR 14 million.
• Part of a bond loan issued by the subsidiary INTERSPORT SA corresponding to an amount of EUR 31.5 million covered by ALPHA BANK on 22/2/2022. The loan expires on 31/12/2029 and refers to a total amount of EUR 30 million of which EUR 1.5 million.
The short-term part of long-term debt includes the following:
• Part of a bond loan issued by the subsidiary HOUSEMARKET SA corresponding to an amount of EUR 4 million covered by EUROBANK on 29/7/2020. The loan expires on 31/7/2024 and refers to a total amount of EUR 14 million.
• Part of a bond loan issued by the subsidiary INTERSPORT SA corresponding to an amount of EUR 31.5 million covered by ALPHABANK on 22/2/2022. The loan expires on 31/12/2029. A total amount of EUR 1.5 million will be paid in the next fiscal year.
• Bond loan with maturity on 24/9/2023 issued by the subsidiary HOUSEMARKET SA on 22/9/2020 corresponding to an amount of EUR 5 million covered by PIRAEUS BANK.
Short term loan liabilities of the Group include current loans and overdraft bank accounts which are used for the Group's working capital needs and for the fulfilment of obligations towards suppliers.
Some of Group's loans include certain covenants. On 30/6/2023, the Group was in compliance with the respective loan terms.
The Group, having centralized its capital management process, has the ability to directly identify, quantify, manage and hedge, if deemed necessary, the financial risks generated by its operational activities in order to be fully aligned with the changes occurring in the economic environment. The Group continuously observes and budgets its cash flows while acting appropriately in order to ensure open credit lines and effectively cover its ongoing capital needs. The Group has adequate open credit lines with domestic and foreign financial institutions in order to cover its companies' working capital needs. On 30/6/2023, the open balance of credit lines amounted to EUR 108 million (30/6/2022: EUR 169 million).
On 30/6/2023, leasing liability for the Group and Company is analyzed as follows:
| Lease liabilities | ||||||
|---|---|---|---|---|---|---|
| Group | Company | |||||
| 30/6/2023 | 31/12/2022 | 30/6/2023 | 31/12/2022 | |||
| Opening balance | 143,232 | 129,858 | 1,483 | 1,084 | ||
| Additions | 15,530 | 41,516 | 51 | 1,556 | ||
| Other changes | (245) | (1,662) | 0 | (707) | ||
| Held for Sales | 0 | (7,609) | 0 | 0 | ||
| Interest expense on lease liabilities | 8,434 | 6,415 | 14 | 41 | ||
| Repayment of leasing | (17,346) | (25,286) | (433) | (491) | ||
| Total | 149,605 | 143,232 | 1,115 | 1,483 |
The additions to the right-of-use assets for the period, concern changes to the existing contracts due to an increase in the payments and duration of the lease of retail stores, concerning an amount of EUR 4 million for the home furniture and household goods segment and of EUR 11 million for the sporting goods segment.
Maturities of leasing liabilities are presented below:
| Group | Company | |||
|---|---|---|---|---|
| 30/6/2023 | 31/12/2022 | 30/6/2023 | 31/12/2022 | |
| Up to 1 year | 36,331 | 31,665 | 523 | 838 |
| Between 1-5 years | 24,214 | 20,398 | 590 | 640 |
| More than 5 years | 89,060 | 91,169 | 2 | 5 |
| Total | 149,605 | 143,232 | 1,115 | 1,483 |
The nominal tax rates in the countries that the Group is operating vary between 10% and 22% , as follows:
| Country | Income Tax Rate (01/01- 30/06/2023) |
|---|---|
| Greece (*) | 22.0% |
| Romania | 16.0% |
| Bulgaria | 10.0% |
| Cyprus | 12.5% |
At the profits before taxes of the Group amounts to euro 2.081 thousand of the Group, the relevant income tax amounts to euro (331) thousand (expense) and results from the following:
• an amount of euro 9,552 thousand concerns profit that is taxed under the special provisions of Real
Estate Tax with the relevant real estate tax amounting to euro 634 thousand (expense),
• an amount of euro 7,173 thousand concerns Losses with the relevant defferd tax amounting to euro 997 thousand (expense).
The basic earnings per share are calculated by dividing the profit attributable to shareholders of the Company by the weighted average number of shares during the period. The weighted average number of shares for the basic earnings on June 30th, 2023 settled at 52,131,944 shares and on June 30th, 2022 at 52,131,944 shares.
| Group | |||
|---|---|---|---|
| 30/6/2023 | 30/6/2022 | ||
| Profit / (Loss) after tax attributable to owners of the parent |
1.291.531,33 | 2.512.614,58 | |
| Number of issued shares | 52,131,944 | 52,131,944 | |
| SOP Impact | 1,702,792 | 1,576,245 | |
| Effect from purchase of own shares | (1.717.856,83) | (1.093.228) | |
| Weighted average number of shares | 52,116,879 | 52,614,961 | |
| Basic Earnings per Share (in Euro) | 0.0248 | 0.0482 | |
| Diluted Earnings per Share (in Euro) | 0.0248 | 0.0478 |
The Ordinary General Assembly of the shareholders of the Company "FOURLIS HOLDINGS SA" on 18/6/2021 in accordance with the provisions of article 49 of law 4548/2018, approved acquisition of treasury (own) shares. The maximum number of shares that can be acquired, including the shares previously acquired by the Company and held, will amount to 2,604,600 shares (5% of the paid-up share capital), with a minimum acquisition limit of one euro (euro 1.00) per share and acquisition ceiling of eight euros (euro 8.00) per share.
On 30/6/2023 the Company owned 1,766,702 (31/12/2022: 1,766,702) treasury shares, representing 3.3889% (31/12/2022: 3.3889%) of the Company's share capital at an average acquisition price of EUR 3.583 per share and a total value of EUR 6,330,701.63 (31/12/2022: 6,330,701.63).
Commitments of the Group on 30/6/2023 are:
Subsidiary companies have given letters of guarantee to indirect subsidiaries to secure obligations, amounting to Euro 169,793 thousand.
The parent Company has acted as a guarantor for the amount of EUR 2,100 thousand to secure future leases and loan liabilities in relation to the investment of an associate company.
mortgage note of EUR 180 million has been registered, pursuant to the decision under No. 2289S/2023 of the Athens Magistrate's Court, in favor of ALPHA BANK, as Representative of the Bondholders, for the account and benefit of the Bondholders.
• A commercial park is under construction of total surface area 17.1 thousand sq.m. in Patras, which belongs to the subsidiary company POLIKENCO SA. 42% of the available commercial area has already been agreed to be leased by HOUSEMARKET SA for the operation of a mediumsized IKEA store, following the completion of the shopping park. Its completion is estimated in the 4th quarter of 2024. The total cost is expected to amount to approximately EUR 27 million, which is expected to be financed through bank borrowing.
• On 1/7/2020 HOUSEMARKET S.A., in its capacity as founding shareholder and on behalf of the then-under-formation Company, entered into a shareholders' agreement with TEN BRINKE GREECE HOLDING B.V. with the purpose of implementing the latter's business plan. The plan involves the development and reconstruction of a plot of land measuring 42,239.87 square meters located in the Municipality of Heraklion, Region of Crete, at the location known as ROUSSES or DYOS AORAKIA, of which MANTENKO S.A. is the exclusive owner, titleholder, and holder. An commercial property with a total area of 14,700.00 square meters and available commercial spaces totaling 11,290 square meters will be developed on the property. Already, 65% of the available commercial spaces have been agreed to be leased by HOUSEMARKET S.A. for the operation of a medium-sized IKEA store. The completion of the project is estimated for the 4th quarter of 2024, and the total cost is expected to be approximately €21 million (referring
to the total project budget, not the Company's participation ratio), which is anticipated to be financed through bank borrowing.
SEVAS TEN S.A. located in the Municipality of Spata-Artemida, Attica, with a total area of 34,200 sq.m. The project entails the construction of a commercial park covering an approximate area of 9,700 sq.m. The estimated budget for the project is around €17.7 million and is expected to be financed through a bank loan. The shareholder agreement also included TEN BRINKE GREECE HOLDING B.V. as a guarantor for the proper fulfillment of obligations by TEN BRINKE HELLAS arising from the aforementioned agreement.
1The sole shareholder of the company, before the participation of TRADE ESTATES REIC, was an individual business, not connected to the Company and the Group. After the acquisition of 50% of the shares of RETS CONSTRUCTION COMPANY, the company's share composition is: TRADE ESTATES REIC 50% and Elisavet Christina Tsigarides 50%.
Related parties of the Group include the Company, subsidiary and associated companies, the management and the first line managers and the companies controlled by them. The parent company provides services to its subsidiaries in the areas of IT, HR, financial planning and controlling, treasury, risk management, General Data Protection Regulation, legal and social responsibility.
The analysis of the related party receivables and payables as at 30 June 2023 and 31 December 2022 are as follows:
| Group | Company | ||||
|---|---|---|---|---|---|
| 30/6/2023 | 31/12/2022 | 30/6/2023 | 31/12/2022 | ||
| Receivables from: |
HOUSE MARKET SA | 0 | 0 | 6,000 | 6,000 |
| H.M. HOUSE MARKET (CYPRUS) LTD |
0 | 0 | 13 | 28 | |
| INTERSPORT (CYPRUS) LTD | 0 | 0 | 4 | 4 | |
| RENTIS SA | 0 | 0 | 1 | 2 | |
| GENCO TRADE SRL | 0 | 0 | 62 | 115 | |
| GENCO BULGARIA | 0 | 0 | 5 | 6 | |
| HOUSE MARKET BULGARIA EAD |
0 | 0 | 21 | 38 | |
| WYLDES | 0 | 0 | 0 | 31 | |
| INTERSPORT ATLETIK | 0 | 0 | 0 | 33 | |
| SNEAKERS MARKET | 0 | 0 | 0 | 2 | |
| TRADE LOGISTICS SA | 0 | 0 | 19 | 32 | |
| TRADE ESTATES ΑΕΕΑΠ | 0 | 0 | 19 | 22 | |
| TRADE ESTATES CYPRUS LTD | 0 | 0 | 0 | 3 | |
| TRADE ESTATES BULGARIA EAD |
0 | 0 | 0 | 5 | |
| H.M. ESTATES CYPRUS LTD | 0 | 0 | 0 | 3 | |
| BERSENCO SA | 0 | 0 | 3 | 15 | |
| WELLNESS GR | 0 | 0 | 4 | 2 | |
| TRADE STATUS SA | 140 | 123 | 140 | 123 | |
| RECON | 2,411 | 2,326 | 0 | 0 | |
| TOTAL | 2,551 | 2,448 | 6,292 | 6,464 | |
| Payables to: | HOUSE MARKET SA | 0 | 0 | 6,410 | 6,369 |
| H.M. HOUSE MARKET (CYPRUS) LTD |
0 | 0 | 35 | 0 | |
| INTERSPORT SA | 0 | 0 | 1,807 | 1,227 | |
| INTERSPORT (CYPRUS) LTD | 0 | 0 | 7 | 0 | |
| GENCO TRADE SRL | 0 | 0 | 39 | 0 | |
| GENCO BULGARIA | 0 | 0 | 10 | 0 | |
| HOUSE MARKET BULGARIA EAD |
0 | 0 | 70 | 0 | |
| TRADE LOGISTICS SA | 0 | 0 | 13 | 0 | |
| TRADE ESTATES ΑΕΕΑΠ | 0 | 0 | 3 | 0 | |
| WELLNESS GR | 0 | 0 | 3 | 3 | |
| SOFIA SOUTH RING MALL AED | 4 | 5 | 0 | 0 | |
| TOTAL | 4 | 5 | 8,397 | 7,599 |
The transactions with subsidiaries and affiliates during the periods 1/1/2023 - 30/6/2023 and 1/1/2022
| Group | Company | |||
|---|---|---|---|---|
| 1/1- 30/6/2023 |
1/1- 30/6/2022 |
1/1- 30/6/2023 |
1/1- 30/6/2022 |
|
| Revenue | 21 | 30 | 2,405 | 2,354 |
| Other income | 9 | 10 | 915 | 754 |
| Interest income | 0 | 0 | 0 | 0 |
| Dividends | 0 | 0 | 2,147 | 0 |
| Total | 30 | 40 | 5,467 | 3,108 |
| Group | Company | ||
|---|---|---|---|
| 1/1- 30/6/2023 |
1/1- 30/6/2022 |
1/1- 30/6/2023 |
1/1- 30/6/2022 |
| 0 | 1 | 3 | 3 |
| 106 | 111 | 0 | 1 |
| 107 | 112 | 3 | 4 |
During the periods 1/1/2023 - -30/6/2023 and 1/1/2022 - 30/6/2022 the transactions and remuneration of the managers and members of the management were the following:
| Group | Company | |||
|---|---|---|---|---|
| 1/1- 30/6/2023 |
1/1- 30/6/2022 |
1/1- 30/6/2023 |
1/1- 30/6/2022 |
|
| Transactions and fees of management members |
1,777 | 1,500 | 276 | 329 |
There are no other transactions, assets – liabilities between the Group, or the Company, and the managers and members of the management. Transactions with related parties are conducted on normal commercial terms and mainly include sales and purchases of goods and services in the context of the Group's ordinary business activity.
During the periods 1/1 – 30/6/2023 and 1/1 – 30/6/2022 between the parent company and its subsidiaries the following transactions occurred:
| Group | Company | |||
|---|---|---|---|---|
| 1/1- 30/6/2023 |
1/1- 30/6/2022 |
1/1- 30/6/2023 |
1/1- 30/6/2022 |
|
| Revenue | 31,884 | 31,312) | 2,384 | 2,324 |
| Cost of sales | 18,092 | 31,312 | 0 | 0 |
| Other income | 1,633 | 1,433 | 906 | 745 |
| Administrative expenses | 4,417 | 4,183 | 3 | 3 |
| Distribution expenses | 10,994 | 10,809 | 0 | 0 |
| Other operating expenses | 14 | 11 | 0 | 0 |
| Dividends | 11,584 | 5,206 | 2,147 | 0 |
| Interest income | 930 | 0 | 0 | 0 |
| Interest expense | 930 | 0 | 0 | 0 |
| Group | Company | |||
|---|---|---|---|---|
| 30/6/2023 | 31/12/2022 | 30/6/2023 | 31/12/2022 | |
| Trade receivables | 63,707 | 68,121 | 6,152 | 6,341 |
| Inventory | 281 | 281 | 0 | 0 |
| Creditors | 63,707 | 68,121 | 8,397 | 7,599 |
Transactions presented in the Group column are eliminated at Group level.
The Group has issued letters of guarantee for its subsidiary and associated companies guaranteeing
liabilities. The analysis of such letters of guarantee is disclosed in which appears in Note «Commitments and Contingencies».
On 30/6/2023, the company Trade Estates REIC acquired properties in Larissa and Ioannina from HOUSE MARKET SA for a total price of €13.5 million.
The most important changes recorded in the accounting items of the Group and the Company in the Statement of Financial Position on June 30th, 2023, in comparison to the corresponding data on December 31st, 2022, are the following:
• The decrease in the cash and cash equivalents which was due to the investments of the period.
• The increase in the account "other current assets" which was due to the increase in advances to suppliers, due to the increase in the outstanding balance of credit cards and other debtors, and also due to the increase in transitory accounts due to purchase discounts.
There are no other subsequent events as of 30/6/2023 that may significantly affect the financial position and results of the Group other than the following:
a) The Greek State will place an amount of EUR 17,750,316 for the purchase of Series A' bonds by utilizing funds from the Recovery and Resilience Fund;
b) The National Bank of Greece will place an amount of EUR 10,650,190 for the purchase of Series B' bonds.
Following the decision of the Extraordinary General Assembly on 31/7/2023 of the shareholders of the subsidiary company TRADE ESTATES REIC decided to readjust the Plan for the distribution of bonus shares that was decided by the Ordinary General Assembly of the shareholders of the subsidiary company TRADE ESTATES REIC on June 30, 2022, and was revised/updated by the Extraordinary General Assembly of the shareholders of the Company on January 20, 2023, as follows:
• Replacement of the current A. One-time Reward Program for the admission of the Company's shares for trading in the organized (regulated) market of the Athens Stock Exchange, from the "Founders's Grant Program"), as a one-off reward for the admission of the Company to the Stock Exchange
The existing program determined the maximum number of shares to be offered at 1% of the paid-up share capital of the company, as of the date of the decision of the Extraordinary General
Assembly on July 31, 2023. It also defined the categories of beneficiaries, the percentage of shares to be allocated, and that both (a) the allocation to the beneficiaries (as determined subsequently by the Board of Directors and based on the recommendation of the Nominations and Remuneration Committee) and (b) the number of shares to be made available to each of them, will occur simultaneously with the introduction of the shares on the Stock Exchange (IPO).
• and the cancellation of the B. Long-Term Incentive Plan
The Interim Condensed Financial Report of the Group (Consolidated and Separate), for the period 1/1- 30/6/2023 have been published by uploading on the internet at the web address: www.fourlis.gr.
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