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Prodea R.E.I.C. S.A.

Interim / Quarterly Report Sep 22, 2022

2663_ir_2022-09-22_4d397a88-b132-4519-94d2-0f9d125cc4ff.pdf

Interim / Quarterly Report

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Prodea Real Estate Investment Company Société Anonyme

Interim Financial Report for the period from January 1 to June 30, 2022

Thisfinancial report has been translated from the original Greek report. Reasonable care has been taken to ensure that this report represents an accurate translation of the original text. In the event that differences exist between this translation and the original Greek language financial report, the Greek language financial report will prevail over this document.

September 2022

Certification by Members of the Board of Directors 3
Board of Directors' Semi- Annual Report …4
Independent Auditor's Review Report …17
Interim Condensed Statement of Financial Position 19
Interim Condensed Income Statement – 6 month period 20
Interim Condensed Statement of Total Comprehensive Income – 6 month period 21
Interim Condensed Income Statement – 3 month period 22
Interim Condensed Statement of Total Comprehensive Income – 3 month period 23
Interim Condensed Statement of Changes in Equity - Group 24
Interim Condensed Statement of Changes in Equity - Company 25
Cash Flow Statement - Group 26
Cash Flow Statement - Company 27
NOTE 1: General Information 28
NOTE 2: Summary of Significant Accounting Policies 29
2.1.
Basis of preparation of unaudited interim condensed Company and Consolidated financial statements 29
2.2.
Impact of COVID-19 – Going concern …29
2.3.
Information regarding current geopolitical developments and the impact of the energy crisis 31
2.4.
Adoption of International Financial Reporting Standards (IFRSs) 31
NOTE 3:
Financial Risks Management 33
3.1.
Financial Risk Management 33
3.2.
Fair Value Estimation of Financial Assets and Liabilities …33
NOTE 4:
Critical Accounting Estimates and Judgments 34
NOTE 5:
Segment Reporting 35
NOTE 6:
Investment Property 40
NOTE 7:
Property and Equipment 51
NOTE 8:
Acquisition of Subsidiaries (business combinations and asset acquisitions) 52
NOTE 9:
Investments in Subsidiaries 55
NOTE 10: Investments in Joint Ventures 58
NOTE 11: Trade and Other Assets 60
NOTE 12: Inventories ……61
NOTE 13: Cash and Cash Equivalents 61
NOTE 14: Share Capital & Share Premium 61
NOTE 15: Reserves 62
NOTE 16: Non-controlling interests 62
NOTE 17: Borrowings 63
NOTE 18: Trade and Other payables …67
NOTE 19: Deferred Tax Liabilities 68
NOTE 20: Dividends per share 68
NOTE 21: Revenue 69
NOTE 22: Property Taxes-Levies 69
NOTE 23: Direct Property Related Expenses 69
NOTE 24: Personnel Expenses 70
NOTE 25: Other Expenses 70
NOTE 26: Finance costs 70
NOTE 27: Taxes 70
NOTE 28: Earnings per share 71
NOTE 29: Contingent Liabilities and Commitments 71
NOTE 30: Related Party Transactions 73
NOTE 31: Events after the Date of the Interim Financial Statements …77
Report on the use of proceeds from the issuance of Common Bond Loan through payment in cash for the period
from 20.07.2021 until 30.06.2022 …78
Report of factual findings in connection with the "Report on the use of proceeds from the issuance of Common Bond
Loan through payment in cash for the period from 20.07.2021 until 30.06.2022" …80

Certification by Members of the Board of Directors pursuant to article 5 of Law 3556/2007

We, the members of the Board of Directors of the company Prodea Real Estate Investment Company Société Anonyme, certify that to the best of our knowledge:

  • (1) The Interim Condensed Financial Information for the six-month period ended June 30, 2022 has been prepared in accordance with International Accounting Standard for Interim Financial Statements (IAS 34) and presents a true and fair view of the items in the Interim Condensed Statement of Financial Position, Interim Condensed Income Statement, Interim Condensed Statement of Comprehensive Income, Interim Condensed Statement of Changes in Equity and Interim Condensed Cash Flow Statement of the Company and of the companies included in the consolidation.
  • (2) The Board of Directors Semi-Annual Report fairly presents all information required by Article 5, Para 6 of Law 3556/2007.

Athens, September 22, 2022

The Vice-Chairman B' of the BoD
and CEO The Executive Member of the BoD The Executive Member of the BoD

Aristotelis Karytinos Thiresia Messari Athanasios Karagiannis

Semi-annual Board of Directors Report of "Prodea Real Estate Investment Company Société Anonyme" on the Interim Condensed Financial Information for the six-month period ended 30.06.2022

In accordance with the provisions of L.3556/2007 and the Decisions no. 1/434/3.7.2007, 7/448/11.10.2007 and 8/754/14.4.2016 of the Hellenic Capital Market Commission, we present below the Board of Directors Report of the Company (hereinafter Board of Directors or BoD) on the Interim Condensed Financial Information for the period from January 1, 2022 to June 30, 2022 (all amounts are expressed in € thousand, unless otherwise stated).

FINANCIAL POSITION OF THE GROUP

During the first semester of 2022, the Company and the subsidiaries (hereinafter ''Group'') continued with its increased investment activity in real estate, with the new investments being fully attached to the Company's strategy for the development of its portfolio with selected placement to properties with significant investment characteristics (see "SIGNIFICANT EVENTS DURING THE FIRST SEMESTER OF 2022" below). The new acquisitions were financed by loans.

As at June 30, 2022, the Group's real estate portfolio consisted of 385 (December 31, 2021: 373) commercial properties (mainly retail and offices), of a total leasable area of 1,408 thousand sq.m. Three hundred and thirty (330) of those properties are located in Greece, mainly in prime areas. In addition, twenty-four (24) properties are located in Cyprus, twenty seven (27) properties are located in Italy, two (2) properties in Bulgaria and two (2) properties in Romania. As at June 30, 2022 the fair value of the Group's investment property amounted to €2,477,449 (December 31, 2021: €2,326,915) including the Company's owner-occupied property with a fair value of €10,110 as at June 30, 2022 (December 31, 2021: €9,465), inventories with a fair value €54,883 as at June 30, 2022 (December 31, 2021: €35,338) and investment properties that have been recorded as assets held for sale, under IFRS 5, with a fair value €2,149 as at June 30, 2022 (December 31, 2021: €2,104). The valuations of the Group's investment properties, including the properties of the investments in joint ventures as at June 30, 2022, were performed by the company "Proprius Commercial Property Consultants, "(representative of Cushman & Wakefield) and jointly the companies "P. Danos & Associates" (representative of BNP Paribas Real Estate) and "Athinaiki Oikonomiki EPE" (representative of Jones Lang LaSalle), the company "Axies S.A" (member of CBRE network for Greece and Cyprus), the company "Hospitality Consulting Services S.A." for the properties outside Italy and Bulgaria, the Company "DRP Consult LTD" for the properties in Bulgaria and the company "Jones Lang LaSalle S.p.A." for the properties in Italy.

In addition, the Company participates in the following companies which are presented in the line "Investment in joint ventures" in the Interim Condensed Statement of Financial Position as at June 30, 2022:

  • 40% in the company EP Chanion S.A., owner of land plot in Chania, Crete. The fair value of the land plot, according to the valuation performed by the independent statutory valuer, as at June 30, 2022 amounted to €3,768 (December 31, 2021: €3,750).
  • 35% in the company RINASCITA S.A., which has a long-term lease agreement for a multistorey building in Athens. The fair value of the property, according to the valuation performed by the independent statutory valuer, as at June 30, 2022 amounted to €33,800 (December 31, 2021: €28,600).
  • 30% in the company PIRAEUS TOWER S.A. The PIRAEUS TOWER has signed a concession for the redevelopment and exploitation of Piraeus Tower with the Municipality of Piraeus. The fair value of the property, according to the valuation performed by the independent statutory valuer, as at June 30, 2022 amounted to €35,438 (December 31, 2021: €27,698).
  • 25% in the company MHV Mediterranean Hospitality Venture Limited (hereinafter ''MHV'') which owns the hotels The Landmark Nicosia, Parklane, a Luxury Collection Resort & Spa Limassol, and Aphrodite Hills Resort in Cyprus and Nikki Beach Resort & Spa in Greece. The fair value of the properties (investment properties, property and equipment and inventories) of MHV as at June 30, 2022 amounted to €393,908 (December 31, 2021: €374,085).

  • 35% in the company IQ Hub, owner of a land plot in Marousi, in which a bioclimatic building of offices with a total area of approximately 14.3 thousand sq.m. will be constructed. The fair value of the property, according to the valuation performed by the independent statutory valuer, as at June 30, 2022 amounted to €35,880 (December 31, 2021: €33,592).
  • 35% in the company OURANIA Investment M.AE, owner of several plots in Thessaloniki, in which a bioclimatic building of offices with a total area of approximately 25.2 thousand sq.m. is under construction. The fair value of the property, according to the valuation performed by the independent statutory valuer, as at June 30, 2022 amounted to €14,745 (December 31, 2021: €9,622).
  • 75% in the company Fondo Five Lakes Real Estate reserved closed-end Fund (Italian Real Estate Reserved AIF) (hereinafter "Five Lakes").

As at June 30, 2022, the fair value of the Assets Under Management of the Company amounted to €2,617,613 (December 31, 2021: €2,455,381). It is noted that the fair value of the properties of the Investment in joint ventures has been calculated based on the participation percentage of Prodea in each company.

Management always evaluates the optimal management of the Group's portfolio property, including a possible sale if market conditions are appropriate. During the first semester of 2022 and until the issue date of the Interim Condensed Financial Statements the Company completed the sale of one property (see '' OTHER EVENTS'' below).

SIGNIFICANT EVENTS DURING 2022

A. CORPORATE EVENTS

On June 7, 2022 the Annual General Meeting of the Company's Shareholders, approved the distribution of a total amount of €71,283 (i.e. 0.279 per share – amount in €) as dividend to its shareholders for the year 2021. Due to the distribution of interim dividend of a total amount of €28,104 (i.e. €0.11 per share – amount in €), following the relevant decision of the Board of Directors dated December 7, 2021, the remaining dividend to be distributed amounts to €43,179 (i.e. €0.169 per share – amount in €).

B. INVESTMENTS

During the first semester of 2022, the Group proceeded with the below investments which contributed to the dispersion of the Group's real estate portfolio:

  • On January 13, 2022, the Company completed the acquisition of five equal lands with a total area of 10.4 thousand sq.m. in Maroussi, Attica. The consideration of the above acquisitions amounted to € 13,767 and the fair value, according to the valuation performed by the independent statutory valuers, amounted to €15,007. The purpose of the acquisition is the development, after the demolition of the existing building and the operation of a modern office with a minimum environmental LEED Gold certification, which will consist of two autonomous and functionally independent buildings with a total area of more than 17 thousand sq.m.
  • On April 18, 2022, the Company proceeded with the acquisition of 80% of the share capital of the company THRIASEUS S.A. The consideration for the acquisition of the shares amounted to €528. On May 31, 2022, THRIASEUS S.A. proceeded with the acquisition of 17 plots of land in the area of Aspropyrgos, Attica, with a total area of 111 thousand sq.m on which the company aims to develop Logistics Center with modern specifications with a total area of 39.8 thousand sq.m. The consideration for the acquisition of the properties amounted to €5,856 while the fair value on the date of acquisition, according to the valuation performed by the independent statutory valuers, amounted to €7,784. Furthermore, on May 23, 2022, the Company signed a sale and purchase agreement for the acquisition of the remaining share capital of THRIASEUS S.A. subject to the successful development of the Logistics Center. The consideration for the purchase of the shares will be calculated according to the terms of the agreement considering the NAV of the company at the date of the acquisition. Finally, on June 23, 2022, the Extraordinary General Meeting of the shareholders of THRIASEUS S.A. decided to increase the company's share capital by €6,240 with the issuance of 1,040,000 new ordinary shares of a par value of €1 (amount in euros) and an issue price of €6 (amount in euros) each. In the above

increase, the company's minority shareholder partially exercised his pre-emptive right, resulting in the Company's share in THRIASEUS SA on June 30, 2022. to 97.57%.

  • On June 6, 2022, a fully let office building in Maroussi, Attica, at 8B Chimarras and Gravias street, was acquired by the Company, in the context of a compulsory execution procedure, The total area of the property is 14.1 thousand sq.m. The consideration of the acquisition amounted to €35,000 and the fair value, according to the valuation performed by the independent statutory valuers, amounted to €34,113.
  • On June 22, 2022, the Company concluded the acquisition of 100% of the shares and units of five companies in Greece, which are the owners of nine residential plots of land and an existing residential building, which is fully let, with the purpose to develop residential properties for sale and lease. The consideration for the acquisition of the companies amounted to €16,291 taking into account the consideration for the properties (investment properties and inventories) which amounted to €17,250 while their fair value at the date of acquisition, according to the valuation performed by the independent statutory valuers, amounted to €18,177. The companies WISE LOUISA S.M.S.A., THERMOPYLON 77 S.M.IKE and WISE ATHANASIA S.M.IKE are the owners of 4 plots of land with a total area of 7.2 thousand sq.m. in which residential properties for sale (inventories) will be developed. The companies BTR HELLAS S.M.IKE and BTR HELLAS II S.M.IKE are the owners of 5 plots of land with a total area of 1.7 thousand sq.m. in which residential properties for lease (investment properties) will be developed and one fully leased residential building of 24 apartments with a total area of 1.2 thousand sq.m. (Note 8 of the Interim Financial Statements).
  • On June 26, 2022, the company Fondo Five Lakes Real Estate reserved closed-end Fund (Italian Real Estate Reserved AIF) was incorporated in Italy. The Company owns 75% of the shares of Five Lakes and is presented as investments in joint ventures (Note 10 of the Interim Financial Statements).

C. OTHER EVENTS

Management always evaluates the optimization of the performance of the Group's real estate portfolio, including a possible sale if market conditions are appropriate. In this context, on February 21, 2022 the Company completed the disposal of one property in Greece. The total consideration amounted to €420 and the book value of the property at the date of the disposal amounted to €304. The property had been classified as assets held for sale in the Statement of Financial Position of the Group and the Company as at December 31, 2021.

D. IMPACT OF THE CORONAVIRUS (COVID-19) – GOING CONCERN

The mass vaccination at the global level led to a reduction in the severity of infections and resulted in the easing of the restrictions adopted by governments to limit the spread of COVID-19. Uncertainty remains as it is not possible to predict the impact of possible future variants of the virus and possible restrictive measures which will be taken by governments on the Group's and the Company's economic activity.

Impact on rental income

There was no impact on the Group's and the Company's rental income in the six-month period ended June 30, 2022.

Assessment of the fair value of the Investment Property

The last valuation of the Group's properties was performed on June 30, 2022 by independent valuers. The valuations of June 30, 2022 were performed by the company "Proprius Commercial Property Consultants ΕPE" (representative of Cushman & Wakefield) and jointly the companies "P. Danos & Associates" (representative of BNP Paribas Real Estate) and "Athinaiki Oikonomiki EPE" (representative of Jones Lang LaSalle) and the company "Hospitality Consulting Services S.A." for the properties outside Italy and Bulgaria, the company "Jones Lang LaSalle S.p.A." for the properties in Italy and the Company "DRP Consult LTD" for the properties in Bulgaria.

The valuations of the properties as at June 30, 2022 have not been prepared on the basis of "material valuation uncertainty" as defined in the RICS Valuation – Global Standards and the International Valuation Standards

The valuation methods have not been modified compared to the previous period. The only exception is the commercial property in Bulgaria, which on the current reporting date was valued using the discounted cash flow (DCF) method and the replacement cost method, while on the previous reporting date by using the discounted cash flow (DCF) method and the comparative method. The above modification has no impact on the fair value of the property.

Despite the recent inflation and interest rates increase, prime properties are still very attractive, dictating low return, which is partly due to the lack of suitable investment product.

Regarding the offices, in addition to the above, there is still a large increase in the demand, especially for high standard buildings and / or bioclimatic buildings, dragging at the same time the office market in general while it seems that yields for green offices may be squeezed even more.

In hotels, it seems that the impact of COVID-19 has passed, with the tourism market showing a particularly dynamic recovery in the second half of 2022, while there are indications that the summer of 2022 surpassed that of 2019.

Logistics keep on presenting high demand, resulting in the squeeze of their returns. The corresponding rents present small increases. A relative differentiation of the product is gradually becoming apparent with the construction of particularly high logistics (13.5m), even constructions with green certification.

The Management will monitor the trends that will be demonstrated in the investment real estate market in the upcoming months because the full outcome of the consequences of the financial situation in Greece and in the other countries in which the Group operates may affect the values of the Group's investment properties in the future.

Liquidity Risk

The available cash balances and credit limits offer the Group strong liquidity. As part of a prudent financial management policy, the Company's Management seeks to manage its borrowing (short-term and long-term) by utilizing a variety of financial sources and in accordance with its business planning and strategic objectives. The Company assesses its financing needs and the available sources of financing in the international and domestic financial markets and investigates any opportunities to raise additional funds by issuing loans in these markets. The company is in discussions with banks regarding the provision of additional funds to secure the cash in order to carry out its short-term / medium-term investment plan. In this context, on April 19, 2022 the Company proceeded in signing a bond loan up to the amount of €75,000 with the bank Eurobank S.A (Note 17 of the Interim Financial Statements).

Credit Risk

No significant losses are expected as lease agreements are agreed with clients - tenants with sufficient creditworthiness. As mentioned above, 63.8% of the annual leases come from the following tenants: National Bank, Sklavenitis, Greek State, Cosmote and Italian State while there was no reduction noted in rental income in the six-month period ended June 30, 2022, due to the pandemic. In addition, the Group receives from tenants, in the framework of lease agreements, securities, such as guarantees, to mitigate credit risk.

The Management, taking into consideration the above as well as:

    1. The current financial position of the Company and the Group,
    1. The diversification of the Group's real estate portfolio,
    1. The fact that even if revenue and the operating results of the Group are negatively affected in the short term, the Group's business plan has a long-term perspective,
    1. The fact that the necessary funds for the realization of the Group's short to medium-term business plan have already been secured,

concluded that the Company and the Group have sufficient resources in order to continue the business activity and the implementation of the Group's short to medium-term business plan. Therefore, the Interim Financial Statements of the Group and the Company have been prepared based on the going concern principle.

Management will continue to monitor and evaluate the situation closely.

Ε. INFORMATION REGARDING CURRENT GEOPOLITICAL DEVELOPMENTS AND THE IMPACT OF THE ENERGY CRISIS

Regarding the war in Ukraine and the current energy crisis, the Company's Management closely monitors and evaluates the developments in order to implement any necessary measures and adjust its business plan (if so required) in order to ensure business continuity and the limitation of any adverse effects.

Russia's military actions that began in Ukraine in February 2022 directly affected the global market which remains volatile. They also caused serious consequences in the energy market and concerns regarding the increased prices of products especially in Europe. The significant economic sanctions imposed on Russia continue to create nervousness about a potential involvement of other countries. Although there is an increased risk that markets will be affected more quickly than usual, the real estate market on the valuation date appears to be generally functioning, recording sufficient transactions on which valuations can be based. In this context, valuers emphasize the importance of the valuation date.

The Company recognizes the increase in the construction cost of real estate as the main point of potential concern. However, the Group has limited exposure to real estate development projects concerning the total size of the investment portfolio, with the majority of those projects being in an advanced stage of completion. At the same time, there has been an increasing trend in the levels of rents in the sectors of the Greek real estate market in which the Company and the Group operate; as a result any increase in construction costs is expected to be balanced to a certain extent by the increased rental income. Therefore, the impact is not expected to be material to the Group's overall performance. Regarding the commencement of new development projects, the Company is on standby mode, evaluating the situation before embarking on new works.

Regarding the inflationary pressure, the Company's rental income is mostly linked to an adjustment (rent review) clause concerning the change in the consumer price index.

At this stage it is not possible to predict the general impact that a prolonged energy crisis and increase in prices in general may have on the financial situation of the Group's customers.

Finally, the Company will be intensifying its efforts to implement "green" energy investments in relevant properties (e.g installation of photovoltaic systems on the rooftops of logistics buildings) in order to reduce the energy costs of its lessees through the decrease of their dependence on conventional sources of energy.

FINANCIAL PERFORMANCE OF THE GROUP

Revenue: Total revenue for the six-month period ended June 30, 2022 amounted to €73,473 compared to €64,898 for the six-month period ended June 30, 2021, representing an increase by 13.2%. The increase mainly relates to new investments that have been acquired by the Group during the second semester of 2021 and the current period as well as the increase of the Consumer Price Index (CPI).

Net gain / (loss) from the fair value adjustment of investment property: During the first semester of 2022, the fair value of investment properties of the Group increased by €57,199 (compared to the increase of €57,267 in the previous period) according to the valuation performed by the independent statutory valuers.

Property related expenses (incl. property taxes-levies): Property related expenses including property taxes-levies amounted to €17,644 in the six-month period ended at June 30, 2022 compared to €12,171 in the respective period in 2021, representing an increase by €5,473 or 45%. This increase is mainly attributable to ENFIA (first semester of 2022: €7,803, first semester of 2021: €3,373) as the total amount of the tax for the year 2022 was recorded in the first semester of 2022 while a proportion of the tax for the year 2021 was recorded in the first semester of 2021 and to the increase of Office utilities and other service charges (first semester of 2022: €2,515, first semester of 2021: €544) which is mainly attributable to new investments performed by the Group during 2021. This increase was partially balanced by the decrease in Advisory services in relation to the development and operation of the real estate portfolio (first semester of 2022: €2,290, first semester of 2021: €3,850) which were increased due to the increased investing activity of the Group during the first semester of 2021.

Personnel expenses: Personnel expenses amounted to €5,090 in the first semester of 2022 compared to €4,493 in the respective period of 2021, representing an increase by €597 or 13.3%. The increase is mainly due to the distribution of the profits of the year 2021 to the personnel and the BoD members of an amount of €2,254, following the relevant resolution of the Annual General Meeting of the Company held on June 7, 2022 compared to the profits distribution of the year 2020 to the personnel and the BoD members of amount €1,984, following to the relevant resolution of the Annual General Meeting of the Company held on June 8, 2021 and to the increase of the headcount of the Company (June 30, 2022: 46 employees, June 30, 2021: 39 employees).

Other Expenses: Other expenses of the Group for the first semester of 2022 amounted to €4,422 compared to €5,621 in the respective period in 2021, representing a decrease by €1,199 or 21.3%. The decrease is mainly driven by the decrease in third party fees by €1,040 (first semester of 2022: €2,966, first semester of 2021: €4,006). The increased third-party fees during the first semester of 2021 are mainly attributable to the establishment costs of the company Picasso Lux which the Group acquired within the first semester of 2021.

Finance costs: The Group's finance costs in the first semester of 2022 amounted to €19,334 compared to €15,425 in the respective period of 2021, representing an increase by €3,909 or 25.3%. The increase is mainly attributable to the new loan agreements that the Group concluded in 2021 and to the loans of the companies acquired by the Group during 2021.

Profit from continuing operations: The Group's profit from continuing operations in the first semester of 2022 amounted to €80,445 compared to a profit of €108,791 in the respective period of 2021. By excluding the net gain/(loss) from the fair value adjustment of investment property (first semester of 2022: net gain of €57,199, first semester of 2021: net gain of €57,267), the gain from the sale of investment properties (first semester of 2022: €179, first semester of 2021: €16), the unrealised gains from investment in joint ventures (first semester of 2022: €1,590, first semester of 2021: €17,034) the impairment of non-financial assets (first semester of 2022: 2,491, first semester of 2021: €nil) and the non-recurring (income)/expenses as analysed in note 1 under the table Funds from Operations (FFO) (first semester 2022: income €1,733, first semester 2021: expenses €4,314) the Group's profit from continuing operations for the six-month period ended June 30, 2022 amounted to €22,235 compared to €30,160 of the respective period of 2021 (26.3% decrease). The decrease is mainly due to the increase in the property related expenses, property taxes-levies and financial expenses as analysed above.

BASIC RATIOS OF EFFICIENCY AND EFFECTIVENESS

The Company's Management measures and monitors the Group's performance on a regular basis based on the following ratios which are not determined by the IFRS, which are widely used in the sector in which the Group operates.

30.06.2022 31.12.2021
Current ratio
Current assets (a) 335,623 441,326
Current liabilities (b) 230,941 260,148
Current ratio (a/b) 1.45x 1.70x
Gearing ratio1
Borrowings (a) 1,251,797 1,253,130
Total assets (b) 2,897,772 2,856,468
Gearing ratio (a/b) 43.2% 43.9%
LTV3
Outstanding capital of borrowings (a) 1,261,337 1,263,941
Investments2
(b)
2,477,449 2,326,915
LTV ratio (a/b) 50.9% 54.3%
Net LTV4
Outstanding capital of borrowings 1,261,337 1,263,941
Minus: Cash and cash equivalents (205,699) (304,632)
Minus: Restricted cash (1,392) (1,973)
Net borrowing liabilities (a) 1,054,246 957,336
Investments3
(b)
2,477,449 2,326,915
Net LTV ratio (a/b) 42.6% 41.1%

1 The Gearing Ratio is defined as the long-term and short-term borrowings as they are presented in the statement of financial position divided by total assets at each reporting date.

2 Investments include the fair value of the properties portfolio according to the valuation performed by the independent statutory valuers:

30.06.2022 31.12.2021
Investment properties 2,410,307 2,279,958
Investment properties – Held for sale Assets 2,149 2,104
Inventories 54,883 35,388
Owner occupied property 10,110 9,465
Total 2,477,449 2,326,915

3 The LTV ratio is defined as the outstanding capital of borrowings divided by the fair value of investments

4 The net LTV ratio is defined as the outstanding capital of borrowings minus cash & cash equivalents and the long-term and short-term restricted cash and pledged deposits divided by the Investments.

The Company's Management defines as Net Asset Value (NAV) the total shareholders' equity taking into account, at each reporting date, the difference between the fair value and the net book value of the owner-occupied properties, real estate inventories and other non-current assets. (30.06.2022: €5,201, 31.12.2021: €251).

Net Asset Value (NAV) 30.06.2022 31.12.2021
NAV 1,441,548 1,396,331
No. of shares at period end (in thousands) 255,495 255,495
NAV (per share) 5.64 5.47

From 01.01. to
30.06.2022 30.06.2021 Change %
Profit for the period from continuing operations 80,445 108,791
Plus: Depreciation of property and equipment and
amortization of intangible assets
282 276
Plus: Net Finance costs 19,055 15,416
Plus: Taxes 2,211 1,144
EBITDA 101,993 125,627
Plus / (Less): Net loss / (gain) from the fair value
adjustment of investment properties
(57,199) (57,267)
Less: Net Gain from disposal of investment property (179) (16)
Less: Adjustments in respect to investments in joint
ventures1
(385) (16,677)
Plus: Net impairment loss of non-financial assets 2,491 -
Plus / (Less): Net non-recurring expenses / (income)2 (1,740) (4,314)
Adjusted EBITDA 44,981 47,353 (-5.0)%

1 Τhis amount is included in the Interim Condensed Income Statement, in the line '' Share of profit of joint ventures'' and in the Note 10 of the Interim Financial Statements. Specifically, it represents the total adjustments in order to be illustrated the proportion of Adjusted EBITDA from investments in joint ventures of the Group.

2 Net non-recurring expenses/(income) includes: Από 01.01. έως
30.06.2022 30.06.2021
Negative goodwill from acquisition of subsidiary - (8,846)
Non-recurring other income (1,818) -
Non-recurring legal fees 26 551
Non-recurring consulting fees 42 2,225
Non-recurring technical fees 4 217
Expenses in relation to the establishment of company - 1,538
Other non-recurring expenses 6 1
Total (1,740) (4,314)

Non-recurring other income and non-recurring expenses regarding legal, consulting and technical fees relate to transactions that are not expected to be repeated regularly by the Group and the Company.

Funds from Operations (FFO) From 01.01. to
30.06.2022 30.06.2021 Change %
Profit for the period attributable to the Company's equity shareholders
from continuing operations
81,056 107,379
Plus: Depreciation and Amortization 282 276
Plus / (Less): Expenses / (Income) from Deferred taxes 780 (116)
Plus: Net impairment loss on financial assets 1,048 784
Plus: Net impairment loss of non-financial assets 2,491 -
Less: Gain from disposal of investment property (179) (16)
Plus / (Less): Net loss / (gain) from modification of terms of loan
agreements
620 988
Plus/ (Less): Finance costs /(income) due to measurement of financial
liabilities at present value
- (105)
Plus / (Less): Net non-recurring expenses / (income)1 (1,733) (4,314)
Plus/ (Less): Net loss/ (gain) from fair value adjustment of investment
properties
(57,199) (57,267)
Less: Unrealized gains from investments in joint ventures (1,590) (17,034)
Plus / (Less): (Loss) / Gain attributable to the non-controlling interest of
the abovementioned adjustments
(2,618) (133)
FFO 22,958 30,442 (-24.6%)

1 Net non-recurring expenses/(income) includes:

Από 01.01. έως
30.06.2022 30.06.2021
Negative goodwill from acquisition of subsidiary - (8,846)
Non-recurring other income (1,818) -
Non-recurring legal fees 26 551
Non-recurring consulting fees 42 2,225
Non-recurring technical fees 4 217
Expenses in relation to the establishment of company - 1,538
Expenses due to early loan repayment 7 -
Other non-recurring expenses 6 1
Total (1,733) (4,314)

Non-recurring other income and non-recurring expenses regarding legal, consulting and technical fees relate to transactions that are not expected to be repeated regularly by the Group and the Company.

EVENTS AFTER THE DATE OF THE FINANCIAL STATEMENTS

On July 28, 2022, an amount of €25,000 was disbursed from the loan that the Company has signed with Eurobank SA. for amount up to €75,000 (Note 17), which was used on the same day for the full repayment of the agreement regarding the bridge loan, that the Company had signed with Eurobank SA.

On July 28, 2022, the company Five Lakes completed the acquisition of the Bellevue Hotel Cortina d'Ampezzo in Italy for a total consideration of approximately €48,990. This six-storey building currently operates partly as a hotel and partly as private residences and is located in the center of the ski resort of Cortina d'Ampezzo. The building will be completely renovated into a five-star luxury hotel with a capacity of up to 100 rooms.

On July 29, 2022, the Company concluded the disposal of a property in Greece. The sale price amounted to €500 while its book value amounted to €444. The property was classified as held for sale in the Interim Condensed Statement of Financial Position of the Group and the Company as at June 30, 2022.

On August 10, 2022, the Company proceeded with the acquisition of an additional 55% stake in the company RINASCITA S.A. As a result, Company's stake increased to 90%. The consideration for the acquisition of the additional 55% amounted to €7,570. The company continues to be classified as investmentsin joint ventures based on a shareholders' agreement.

On September 16, 2022 the Company concluded the disposal of a property in Thessaloniki. The sale price amounted to €345 while its book value amounted to €313. The property was classified as held for sale in the Interim Condensed Statement of Financial Position of the Group and the Company as at June 30, 2022.

On 5 August 2022 a facility agreement was entered into among Picasso Fund, as borrower, and Bank of America Europe DAC, Milan Branch and Iside SPV S.r.l. (as subsequently amended on 20 September 2022) for the purpose of, inter alia, refinancing the existing senior indebtedness of the Picasso Fund and the Tarvos Fund (merged, upon the completion of the refinancing, in the Picasso Fund). The refinancing was completed on September 22, 2022 by a syndicate of lenders that will eventually include Bank of America Europe DAC, Milan Branch (as direct lender under the facility agreement), Alpha Bank (Greece) and Deutsche Bank (as noteholders of Iside SPV S.r.l. in the context of the relevant securitization transaction). The amount of the new facility is €175m with a maturity of 2 years and the possibility of 3 consequent annual renewals subject to, inter alia, an LTV covenant.

There are no other significant events subsequent to the date of Interim Financial Statements relating to the Group or the Company.

SIGNIFICANT RISKS

Fluctuations in property values (price risk)

The Group is exposed to risk from changes in property values and rents which can originate from:

  • a) the developments in the real estate market in which the Group operates,
  • b) the characteristics of properties owned by the Group and
  • c) events concerning existing tenants of the Group.

The Group minimizes its exposure to this risk, as the majority of the Group's lease agreements consists of longterm operating leases with creditworthy tenants, for a period between 20 and 25 years. Additionally, for the vast majority of the leases, the annual rental adjustment is associated with either the Consumer Price Index (CPI) of the country in which each Group company operates or the European Harmonized CPI and in the event of deflation, there is no negative impact on the rents.

The Group is governed by an institutional framework (Law 2778/1999, as in force) under which:

  • a) periodic valuation of properties by an independent professional valuer is required,
  • b) a valuation of properties prior to an acquisition or a sale by an independent professional valuer is required,
  • c) development or repair of properties is permitted if the cost of works does not exceed 40% of the final commercial value after the completion of works and
  • d) the value of each property must not exceed 25% of the value of the property portfolio.

This framework contributes significantly to preventing or/and timely managing related risks.

Foreign exchange risk

Exchange risk relatesto transactions in foreign currency. The Group has international activity but is not significantly exposed to foreign currency risks. The Group's assets and liabilities have initially been recognized in Euros, which is its functional currency. The Group's exposure to foreign exchange risk during the six-month period ended June 30, 2022 is not significant.

Credit risk

Credit risk relates to cases of default of counterparties to meet their transactional obligations. As at June 30, 2022, the Group has concentrations of credit risk with respect to cash and cash equivalents and trade receivables which mainly relates to receivables from rentals under property operating lease contracts. No material losses are anticipated as lease agreements are conducted with customers - tenants of sufficient creditworthiness. It is noted that the Group's maximum exposure mainly results from NBG (30.06.2022: 38.2%, 30.06.2021: 42.6% of total rental income).

The Group applies IFRS 9 Financial Instruments in relation to the impairment of the Group's financial assets, including lease receivables and receivables from customers in the context of the hotels' operation (city hotel, resort).

The impact of IFRS 9 on the Group and Company in the six-month period ended June 30, 2022 was not material and is presented in Note 11 of the Interim Financial Statements.

Inflation risk

The uncertainty over the real value of the Group's investments results from a potential increase of inflation in the future. The Group minimizes its exposure to inflation risk as the majority of the Group's leases consist of long-term operating leases with tenants for a period between 20 and 25 years. Additionally, for the vast majority of the leases, the annual rental adjustment is associated with either the Consumer Price Index (CPI) of the country in which each Group company operates or the European Harmonized CPI and in the event of deflation, there is no negative impact on the rents.

Cash flow risk and interest rate risk

The Group has significant interest-bearing assets comprised of demand deposits and short-term bank deposits. Furthermore, the Group's liabilities include borrowings.

The Group is exposed to fluctuations in interest rates prevailing in the market and on its financial position and cash flows. Borrowing costs may increase as a result of such changes and create losses or borrowing costs may be reduced by the occurrence of unexpected events. To reduce the Group's exposure to fluctuations in interest rates of long-term borrowings, the re-pricing dates are limited by contract to a maximum period of six month.

Liquidity risk

The current or prospective risk to earnings and capital arising from the Group's inability to collect overdue outstanding financial obligations without incurring unacceptable losses or meet its obligations when they are payable, as cash outflows may not be fully covered by cash inflows. The Group ensures timely the required liquidity in order to meet its liabilities through the regular monitoring of liquidity needs and collection of amounts due from tenants, the preservation of bridge loans with financial institutions as well as prudent cash management.

Capital risk management

The Group's objective when managing capital is to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure.

According to the common industry practice in Greece, the Group monitors the capital structure on the basis of the gearing ratio (or debt ratio). This ratio is calculated as total borrowings divided by total assets, as depicted in the Statement of Financial Position. The regulatory regime governing Real Estate Investment Companies (hereinafter REICs) in Greece permits Greek REICs to borrow up to 75% of their total assets, for acquisitions and improvements on properties.

The goal of the Group's Management is to optimise the Group's capital structure through the effective use of debt financing.

The table below presents the gearing ratio (or debt ratio) as at June 30, 2022 and December 31, 2021.

Group Company
30.06.2022 31.12.2021 30.06.2022 31.12.2021
Borrowings 1,251,797 1,253,130 1,023,110 1,031,205
Total assets 2,897,772 2,856,468 2,373,476 2,337,001
Gearing ratio 43.2% 43.9% 43.1% 44.1%

Under the terms of the borrowing facilities of the Group, the Group is required to comply, among others, with certain financial covenants. It is noted that throughout the six-month period ended June 30, 2022 and during the year ended December 31, 2021 the Group was in compliance with this obligation.

External factors and international investments

The Group has investments in Cyprus, Italy, Romania and Bulgaria. External factors which may affect the Group's financial position and results are the economic conditions prevailing in the above-mentioned countries, as well as any changes in the tax framework.

Climate change risk

Extreme weather conditions are occurring more frequently as a result of climate change. Among Group's objectives is the protection of its investment product against extreme climate change phenomena such as prolonged heat wave periods, intense thunderstorms and strong winds, but at the same time contributing to climate change mitigation. Towards this direction, the designed strategies of the Group include the creation of a resilient real estate portfolio which consists of energy-efficient assets, environmentally and resource-friendly buildings and are governed by the principles of sustainability both in their construction and operation phase.

Corporate responsibility program "STRUCTURES OF RESPONSIBILITY"

During the first semester of 2022, the Company continued the realization of the corporate responsibility program entitled "Structures of Responsibility", adopted in 2016, a continuously evolving plan of social actions and interventions. The improvement of infrastructure and the operational upgrade of important social structures have been selected as the program's field of action and basic element, using the experience and expertise of the Company's executives and in cooperation with well-known bodies at local and national level and aiming at the substantial social contribution and the address of key social problems. Further information on the actions of the program "Structures of Responsibility" are available on the site of the Company (Corporate Social Responsibility / Prodea).

RELATED PARTY TRANSACTIONS

All transactions with related parties have been carried out on the basis of the "arm's length" principle (under normal market conditions for similar transactions with third parties). The significant transactions with related parties as defined by International Accounting Standard 24 "Related Party Disclosures" (IAS 24) are thoroughly described in Note 30 of the Interim Financial Statements for the six-month period ended June 30, 2022.

PROSPECTS

Management always evaluates the optimization of the performance of the Group's real estate portfolio, including potential sales of assets if the market conditions are appropriate. The Company continues its investment plan with its main strategy being to amend the composition of the real estate portfolio and the qualitative characteristics of its properties.

In terms of qualitative characteristics, the Company emphasizes on parameters that are the pillars of its development, such as sustainability, investment in bioclimatic office buildings that adopt the principles of Environmental - Society - Governance ("ESG") and taking into account practices to ensure the health and wellbeing of the users through the use of modern electromechanical equipment that meets the most modern standards in the field of health safety. Properties with these specifications are not readily available in the market so the Company either develops the properties itself (indicatively the green eLement office building in Maroussi, Northern Athens), or cooperates with developers through participation in joint ventures or by entering into preliminary agreements for the acquisition of properties after the completion of their construction. It is noted that in 2022 the Company will participate in the benchmarking system of the Global Real Estate Sustainability Benchmark ("GRESB"), which aims to strengthen values through the evaluation and promotion of sustainability practices.

In terms of portfolio composition, the Company focuses on new sectors, such as logistics, a strategic sector of development in our country considering its key geographical position. The Company's strategy is the acquisition of logistics with modern specifications, which, as in the case of the offices above, are not readily available, and it takes time for their maturity, which varies from nine to twelve months.

The Company has already commenced its selective positioning in the residential property development sector with the aim of creating a quality residential product for sale and lease. PRODEA Group has acquired ten residential plots of land in areas such as Elliniko, Nea Erythrea, Politeia, Agia Paraskevi, Chalandri and Kypseli, and an existing, fully let residential building in Kallithea. The Company's dynamic entry into the residential sector comes to contribute to meeting the particularly high demand for housing, in terms of real sustainability, quality and safety, offering a product with the confidence and guarantees of an organization with special experience and expertise.

In relation to the hospitality sector, the Company operates in the sector of luxury resorts in Greece and Cyprus through its participation in "MHV Mediterranean Hospitality Venture Limited" (which is the joint investment vehicle of the Company, Invel Real Estate and the Cypriot group of companies YODA Group) and through selective direct investments in the other hospitality categories in Greece and abroad. The most recent positioning of the Company concerns the Moxy Athens City by Marriott, which is located in the center of Athens and is the first green hotel in Greece with a LEED Gold certification.

Management seeks to maximize the return on the Company's and the Group's investments through active asset management and value creation. This includes the aforementioned effort to optimize the portfolio composition (including sales of mature or non-strategic properties), the acquisition and / or development of modern buildings, the change of use and / or regeneration of mature assets, the leasing of vacant spaces, etc. These actions require a maturity period, with the associated costs (related to direct property and finance costs), in order to procure new revenues for the Group. The first development projects have already been delivered and others are gradually being completed, resulting in increased rental income and improved profitability in the coming fiscal years.

Finally, regarding the current geopolitical situation and the energy crisis, the Company's Management closely monitors and evaluates the developments in order to implement any necessary measures and adjust its business plan (if so required) in order to ensure business continuity and the limitation of any adverse effects.

Athens, September 22, 2022

The Vice-Chairman B' of the BoD

and CEO The Executive Member of the BoD The Executive Member of the BoD

Aristotelis Karytinos Thiresia Messari Athanasios Karagiannis

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

THIS IS A TRANSLATION FROM THE ORIGINAL VERSION IN THE GREEK LANGUAGE

Independent auditor's review report

To the Board of Directors of the Company "Prodea Real Estate Investment Company Société Anonyme"

Report on the Review of the Interim Financial Information

Introduction

We have reviewed the accompanying condensed separate and consolidated statement of financial position of the Company "Prodea Real Estate Investment Company Société Anonyme", as at June 30, 2022, and the related condensed separate and consolidated statements of income statement, total 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 and which form an integral part of the six-month financial report required by 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 endorsed by the European Union and applied 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.

Scope of review

We conducted our review in accordance with the International Standard on Review Engagements ("ISRE") 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 might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

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.

Report on other Legal and Regulatory Requirements

Our review has not identified any material inconsistency or error in the declarations of the members of Board of Directors and the information contained in the six-monthly report of the Board of Directors Report prepared in accordance with article 5 and 5a of Law 3556/2007, compared to the condensed separate and consolidated financial information.

Athens, September 22, 2022

The Certified Auditor Accountant

The Certified Auditor Accountant

Andreas Hadjidamianou SOEL R.N. 61391

Eleonora Seka SOEL R.N. 50131

ERNST &YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS S.A. CHIMARRAS 8B, MAROUSI 151 25 Greece SOEL R.N. 107

Group Company
Note 30.06.2022 31.12.2021 30.06.2022 31.12.2021
ASSETS
Non-current assets
Investment property 6 2,410,307 2,279,958 1,494,946 1,395,169
Investments in subsidiaries 9 - - 487,829 462,559
Investments in joint ventures 10 121,535 104,972 102,145 87,296
Property and equipment 7 10,417 10,632 10,250 10,450
Intangible assets - 17 - 17
Other long-term assets 19,890 19,563 17,421 16,939
Total non-current assets 2,562,149 2,415,142 2,112,591 1,972,430
Current assets
Trade and other assets 11 75,936 98,695 97,302 100,739
Inventories 12 51,822 35,316 4,517 4,517
Cash and cash equivalents 13 205,699 304,632 156,900 256,632
Restricted cash 17 579 17 579
333,474 439,222 258,736 362,467
Assets held for sale 2,149 2,104 2,149 2,104
Total current assets 335,623 441,326 260,885 364,571
Total assets 2,897,772 2,856,468 2,373,476 2,337,001
SHAREHOLDERS' EQUITY
Share capital 14 692,390 692,390 692,390 692,390
Share premium 14 15,890 15,890 15,970 15,970
Reserves 15 367,272 360,603 362,879 358,981
Retained Earnings 360,795 327,197 237,233 211,318
Equity attributable to equity holders of the parent 1,436,347 1,396,080 1,308,472 1,278,659
Non-controlling interests 16 129,262 129,659 - -
Total equity 1,565,609 1,525,739 1,308,472 1.278.659
LIABILITIES
Long-term liabilities
Borrowings 17 1,078,410 1,049,750 994,366 974,227
Retirement benefit obligations 156 149 156 149
Deferred tax liability 19 14,848 14,099 - -
Other long-term liabilities 7,808 6,583 5,042 4,039
Total long-term liabilities 1,101,222 1,070,581 999,564 978,415
Short-term liabilities
Trade and other payables 18 56,038 55,382 35,608 21,908
Borrowings 17 173,387 203,380 28,744 56,978
Current tax liabilities 1,516 1,386 1,088 1,041
Total short-term liabilities 230,941 260,148 65,440 79,927
Total liabilities 1,332,163 1,330,729 1,065,004 1,058,342
Total equity and liabilities 2,897,772 2,856,468 2,373,476 2,337,001
Athens, September 22, 2022
The Vice-Chairman B' of the BoD The Class A' Accountant /
and CEO The CFO / COO Finance Manager

Aristotelis Karytinos Thiresia Messari Paraskevi Tefa

Group Company
From 01.01. to From 01.01. to
Note 30.06.2022 30.06.2021 30.06.2022 30.06.2021
Continuing operations
Revenue 21 73,473 64,898 50,462 46,792
73,473 64,898 50,462 46,792
Net gain / (loss) from the fair value adjustment of 6 57,199 57,267 47,871 48,795
investment property
Result from disposal of Investment property 6 179 16 116 (2)
Direct property related expenses 23 (8,081) (7,378) (2,522) (4,773)
Property taxes-levies 22 (9,563) (4,793) (7,245) (3,329)
Personnel expenses 24 (5,090) (4,493) (4,980) (4,424)
Depreciation of property and equipment and amortisation
of intangible assets 7 (282) (276) (269) (264)
Net impairment loss on financial assets (1,048) (784) (430) (124)
Net impairment loss on non - financial assets 12 (2,491) - - (671)
Gain from disposal of subsidiaries - - - 19,168
Other income 3,054 1,113 9,310 2,500
Other expenses 25 (4,422) (5,621) (2,376) (2,465)
Corporate Responsibility (445) (164) (445) (164)
Operating Profit 102,483 99,785 89,492 101,039
Share of profit of joint ventures 10 (772) 16,720 - -
Negative goodwill from acquisition of subsidiaries 8 - 8,846 - -
Interest income 279 9 473 1,055
Finance costs 26 (19,334) (15,425) (15,885) (12,541)
Profit before tax 82,656 109,935 74,080 89,553
Taxes 27 (2,211) (1,144) (1,088) (952)
Profit for period from continuing operations 80,445 108,791 72,992 88,601
Discontinued operations
Loss from discontinued operations - (321) - -
Profit for the period 80,445 108,470 72,992 88,601
Attributable to:
Non-controlling interests (611) 714 - -
Company's equity shareholders 81,056 107,756 72,992 88,601
80,445 108,470 72,992 88,601
Earnings per share (expressed in
€ per share) - Basic and diluted from continuing operations 28 0.32 0.42
Earnings per share (expressed in
€ per share) - Basic and diluted from continuing and 28 0.32 0.42
discontinued operations
Athens, September 22, 2022
The Vice-Chairman Β' of the BoD
The CFO / COO
The Class A' Accountant /
and CEO Finance Manager
Aristotelis Karytinos Thiresia Messari Paraskevi Tefa

Group
From 01.01. to
Company
From 01.01. to
Profit for the period 30.06.2022
80,445
30.06.2021
108,470
30.06.2022
72,992
30.06.2021
88,601
Other comprehensive income / (loss):
Items that may not be reclassified subsequently to
profit or loss:
Share of other comprehensive income from joint
ventures
2,486 - - -
Total of items that may not be reclassified
subsequently to profit or loss
Items that may be reclassified subsequently
2,486 - - -
to profit or loss:
Currency translation differences
(92) 34 - -
Total of items that may be reclassified subsequently
to profit or loss
(92) 34 - -
Other comprehensive income/(loss) for the period 2,394 34 - -
Total comprehensive income for the period 82,839 108,504 72,992 88,601
Attributable to:
Non-controlling interests (611) 714 - -
Company's equity shareholders 83,450 107,790 72,992 88,601
82,839 108,504 72,992 88,601
Total comprehensive income / (loss) for the period
attributable to Company's equity shareholders arises
from:
Continuing operations
Discontinued operations
83,450
-
107,413
377
72,992
-
88,601
-
83,450 107,790 72,992 88,601
Athens, September 22, 2022
The Vice-Chairman B' of the BoD and
CEO
The CFO / COO The Class A' Accountant /
Finance Manager
Aristotelis Karytinos Thiresia Messari Paraskevi Tefa

Interim Condensed Income Statement for the three-month period ended June 30, 2022

Group Company
From 01.04. to From 01.04. to
Note 30.06.2022 30.06.2021 30.06.2022 30.06.2021
Continuing operations
Revenue 37,016 33,630 25,391 23,476
37,016 33,630 25,391 23,476
Net gain from the fair value adjustment of investment 56,754 54,633 47,003 48,350
property
Result from disposal of Investment property 49 16 - (2)
Direct property related expenses (3,982) (3,341) (1,602) (1,464)
Property taxes-levies (6,896) (2,613) (5,566) (1,663)
Personnel expenses (3,789) (3,231) (3,719) (3,195)
Depreciation of property and equipment and amortisation
of intangible assets (142) (137) (135) (131)
Net impairment loss on financial assets (767) (493) (209) 4
Net impairment loss on non - financial assets (2,491) - - (671)
Gain from disposal of subsidiaries - - - 2,891
Other income 590 991 7,409 2,500
Other expenses (2,357) (2,797) (1,231) (1,681)
Corporate Responsibility (394) (152) (394) (152)
Operating Profit 73,591 76,506 66,947 68,262
Share of profit of joint ventures (820) 17,243 - -
Negative goodwill from acquisition of subsidiaries - 22 - -
Interest income 205 7 303 502
Finance costs (9,590) (7,820) (7,843) (6,272)
Profit before tax 63,386 85,958 59,407 62,492
Taxes (1,426) (559) (540) (483)
Profit for period from continuing operations 61,960 85,399 58,867 62,009
Discontinued operations
Loss from discontinued operations - (24) - -
Profit for the period 61,960 85,375 58,867 62,009
Attributable to:
Non-controlling interests (1,450) 835 - -
Company's equity shareholders 63,410 84,540 58,867 62,009
61,960 85,375 58,867 62,009
Earnings per share (expressed in 0.25 0.33
€ per share) - Basic and diluted from continuing operations
Earnings per share (expressed in
€ per share) - Basic and diluted from continuing and 0.25 0.33
discontinued operations
Athens, September 22, 2022
The Vice-Chairman Β' of the BoD The Class A' Accountant /
The CFO / COO
and CEO
Finance Manager
Aristotelis Karytinos Thiresia Messari Paraskevi Tefa

30.06.2022 Group
From 01.04. to
30.06.2021
Company
From 01.04. to
30.06.2022
30.06.2021
Profit for the period 61,960 85,375 58,867 62,009
Other comprehensive income / (loss):
Items that may not be reclassified subsequently to
profit or loss:
Share of other comprehensive income from joint
ventures
2,486 - - -
Total of items that may not be reclassified
subsequently to profit or loss
Items that may be reclassified subsequently
2,486 - - -
to profit or loss:
Currency translation differences
Total of items that may be reclassified subsequently
to profit or loss
(44)
(44)
(21)
(21)
-
-
-
-
Other comprehensive income/(loss) for the period 2,442 (21) - -
Total comprehensive income for the period 64,402 85,354 58,867 62,009
Attributable to:
Non-controlling interests (1,450) 835 - -
Company's equity shareholders 65,852 84,519 58,867 62,009
64,402 85,354 58,867 62,009
Total comprehensive income / (loss) for the period
attributable to Company's equity shareholders arises
from:
Continuing operations 65,852 84,100 58,867 62,009
Discontinued operations - 419 - -
65,852 84,519 58,867 62,009
Athens, September 22, 2022
The Vice-Chairman B' of the BoD and
CEO
The CFO / COO The Class A' Accountant /
Finance Manager
Aristotelis Karytinos Thiresia Messari Paraskevi Tefa

Attributable to Company's shareholders
Note Share
capital
Share
premium
Reserves Other
equity
Retained Earnings /
(Losses)
Total Non-controlling
interests
Total
Balance January 1, 2021 766,484 15,890 355,484 (7,403) 235,232 1,365,687 37,612 1,403,299
Other comprehensive income for the period - - 34 - - 34 - 34
Profit
for the period
- - - - 107,756 107,756 714 108,470
Total comprehensive income
/ (loss)
after tax
- - 34 - 107,756 107,790 714 108,504
Transfer to reserves - - 4,956 - (4,956) - - -
Dividend distribution 2020 20 - - - - (54,165) (54,165) - (54,165)
Put option held by non-controlling interests - - - 7,403 - 7,403 - 7,403
Partial disposal of shareholding in subsidiaries - - - - 30 30 59,560 59,590
Acquisition of Non-controlling interests - - - - 1,363 1,363 (6,072) (4,709)
Acquisition of subsidiaries - - - - - - 38,735 38,735
Share capital increase of non-controlling interests - - - - - - 12 12
Balance June 30,
2021
766,484 15,890 360,474 - 285,260 1,428,108 130,561 1,558,669
Balance January 1, 2022 692,390 15,890 360,603 - 327,197 1,396,080 129,659 1,525,739
Other comprehensive income
for the period
- - 2,394 - - 2,394 - 2,394
Profit
/ (Loss)
for the
period
- - - - 81,056 81,056 (611) 80,445
Total comprehensive income/ (loss)
after tax
- - 2,394 - 81,056 83,450 (611) 82,839
Transfer to reserves - - 4,275 - (4,275) - - -
Dividend distribution 2021 20 - - - - (43,179) (43,179) (470) (43,649)
Shareholder's transactions of non-controlling
interests
- - - - (4) (4) 4 -
Acquisition of subsidiaries - - - - - - 132 132
Share capital increase of non-controlling interests - - - - - - 548 548
Balance June
30, 2022
692,390 15,890 367,272 - 360,795 1,436,347 129,262 1,565,609

Interim Condensed Statement of Changes in Equity - Company for the period ended June 30, 2022

Note Share capital Share premium Reserves Retained Earnings /
(Losses)
Total
Balance January 1, 2021 766,484 15,970 354,263 161,683 1,298,400
Profit for the period - - - 88,601 88,601
Total comprehensive income after tax - - - 88,601 88,601
Transfer to reserves - - 4,664 (4,664) -
Dividend distribution 2020 20 - - - (54,165) (54,165)
Balance
June 30,
2021
766,484 15,970 358,927 191,455 1,332,836
Balance January 1, 2022 692,390 15,970 358,981 211,318 1,278,659
Profit for the period - - - 72,992 72,992
Total comprehensive income after tax - - - 72,992 72,992
Transfer to reserves - - 3,898 (3,898) -
Dividend distribution 2021 20 - - - (43,179) (43,179)
Balance June
30, 2022
692,390 15,970 362,879 237,233 1,308,472

From 01.01. to
Note 30.06.2022 30.06.2021
Cash flows from operating activities
Profit before tax from continuing operations 82,656 109,935
Profit / (Loss) before tax from discontinued operations - (433)
Adjustments for:
-
Provisions for employee benefits
6 18
-
Depreciation of property and equipment & amortisation of intangible assets
7 282 276
-
Net (gain) / loss from the fair value adjustment of investment property
6 (57,199) (57,247)
-
Interest income
(279) (9)
-
Finance costs
26 19,334 16,149
-
Net impairment loss on financial assets
1,048 926
-
Net impairment loss on non-financial assets
2,491 886
-
Gain from disposal of investment property
(179) (16)
-
Negative goodwill from acquisition of subsidiaries
(8,846)
-
Share of (profits) / losses of joint ventures
10 772 (16,774)
Changes in working capital:
-
(Increase) / Decrease in receivables
1,087 (12,516)
-
Increase of inventories
(7,697) (2,866)
-
Increase in payables
7,170 3,041
Cash flows from operating activities 49,492 32,524
Interest paid (17,560) (13,944)
Tax paid (1,196) (1,240)
Net cash flows from operating activities 30,736 17,340
Cash flows from / (used in) investing activities
Acquisition of investment property 6 (66,248) (11,760)
Subsequent capital expenditure on investment property 6 (9,827) (7,162)
Proceeds from disposal of investment property 603 64,284
Purchases of property and equipment and intangible assets 7 (21) (375)
Prepayments and expenses related to future acquisition of investment property (803) (6,995)
Proceeds from disposal of subsidiaries 15,125 21,900
Acquisitions of subsidiaries (net of cash acquired) 8 (15,034) 5,363
Acquisition of additional shareholding in subsidiaries - (4,709)
Acquisition of investment in joint ventures 10 (26,988) -
Participation in share capital increase of investment in joint ventures 10 (420) (66,610)
Proceeds from share capital decrease of joint ventures 10 23,888 -
Dividends received from equity method investments - 95
Interest received 86 10
Net cash flows used in investing activities (79,639) (5,959)
Cash flows from / (used in) financing activities
Decrease of restricted cash - 80,995
Proceeds from share capital increase of subsidiaries 548 12
Proceeds from the issuance of bond loans and other borrowed funds 31,960 26,872
Expenses related to the issuance of bond loans and other borrowed funds (316) -
Repayment of borrowings (38,527) (101,749)
Dividends paid 20 (43,614) (54,636)
Net cash flows used in financing activities (49,949) (48,506)
Net decrease in cash and cash equivalents (98,852) (37,125)
Cash and cash equivalents at the beginning of the period 304,632 108,973
Effect of foreign exchange currency differences on cash and cash equivalents (81) (16)
Cash and cash equivalents at the end of the period 13 205,699 71,832

From 01.01. to
Note 30.06.2022 30.06.2021
Cash flows from operating activities
Profit before tax 74,080 89,553
Adjustments for:
-
Provisions for employee benefits
6 18
-
Depreciation of property and equipment & amortisation of intangible
assets 7 269 264
-
Net gain from the fair value adjustment of investment property
6 (47,871) (48,795)
-
Interest income
(473) (1,055)
-
Finance costs
26 15,885 12,541
-
Net impairment loss on financial assets
430 124
-
Net impairment loss on non-financial assets
- 671
-
Result from disposal of investment property
6 (116) 2
-
Gain from disposal of investment in subsidiaries
- (19,168)
Changes in working capital:
-
Increase in receivables
(22,231) (16,414)
-
Increase of Inventories
- (4,484)
-
Increase in payables
9,614 6,404
Cash flows from operating activities 29,593 19,661
Interest paid (14,122) (10,623)
Tax paid (1,041) (996)
Net cash flows from operating activities 14,430 8,042
Cash flows from / (used in) investing activities
Acquisition of investment property 6 (49,322) (3,540)
Subsequent capital expenditure on investment property 6 (2,114) (602)
Proceeds from disposal of investment property 420 64,237
Purchases of property and equipment and intangible assets 7 (21) (106)
Prepayments and expenses related to future acquisition of investment property (803) (6,995)
Proceeds from disposal of subsidiaries 15,125 22,402
Acquisition of additional shareholding in subsidiaries - (4,709)
Acquisition of subsidiaries (16,679) -
Acquisition of investment in joint ventures 10 (26,988) -
Participation in subsidiaries' capital increase and Investment in joint ventures 9 - 10 (10,906) (76,258)
Proceeds from investment's capital decrease in subsidiaries and in joint ventures 29,888 -
Interest received 84 7
Net cash flows used in investing activities (61,316) (5,564)
Cash flows from / (used in) financing activities
(Increase)/Decrease of restricted cash - 80,995
Proceeds from the issuance of bond loans and
other borrowed funds 17 20,460 25,000
Expenses related to the issuance of bond loans and
other borrowed funds (260) -
Repayment of borrowings (29,868) (93,501)
Dividends paid 20 (43,178) (54,165)
Net cash flows used in financing activities (52,846) (41,671)
Net decrease in cash and cash equivalents (99,732) (39,193)
Cash and cash equivalents at the beginning of the period 256,632 73,243
Cash and cash equivalents at the end of the period 13 156,900 34,050

NOTE 1: General Information

"Prodea Real Estate Investment Company Société Anonyme" (hereinafter "Company") operates in the real estate investment market under the provisions of Article 22 of L. 2778/1999, as in force. As a Real Estate Investment Company (REIC), the Company is supervised by the Hellenic Capital Market Commission. It is also noted that the Company is licensed as an internally managed alternative investment fund according to Law 4209/2013.

The headquarters are located at Chrisospiliotissis 9 street, Athens, Greece. The Company is registered with the No. 3546201000 in the General Commercial Companies Registry (G.E.MI.) and its duration expires on December 31, 2110.

The Company together with its subsidiaries (hereinafter the "Group") operates in real estate investments both in Greece and abroad, such as in Cyprus, Italy, Bulgaria and Romania.

As at June 30, 2022, the Group's and the Company's number of employees was 47 and 46, respectively (June 30, 2021: 453 employees for the Group and 39 employees for the Company). The Group's number of employees, as at June 30, 2021, includes 413 employees from the company Aphrodite Hills Resort Limited, which as at June 30, 2022 is an Investment in joint ventures (Note 10).

The current Board of Directors has a term of three years which expires on June 7, 2024 with an extension until the first Annual General Meeting of Shareholders, which will take place after the end of the term. The Board of Directors was elected by the Annual General Meeting of Shareholders held on June 8, 2021 and was constituted as a body on its same - day meeting. The Board of Directors has the following composition:

Christophoros N. Papachristophorou Chairman, Businessman Executive Member
Spyridon G. Makridakis Professor at University of Nicosia &
Emeritus Professor at INSEAD Business
School
Vice-Chairman A' - Independent - Non
Executive Member
Aristotelis D. Karytinos CEO Vice-Chairman B' - Executive Member
Thiresia G. Messari CFO / COO Executive Member
Athanasios D. Karagiannis CIO Executive Member
Nikolaos M. Iatrou Economist Non Executive Member
Ioannis P. Kyriakopoulos General Manager of Group Real Estate of
National Bank of Greece
Non Executive Member
Georgios E. Kountouris Economist Non Executive Member
Prodromos G. Vlamis Assistant Professor at University of
Piraeus
Independent - Non Executive Member
Garifallia V. Spiriouni Group Tax Director of Coca-Cola HBC
Group
Independent - Non Executive Member

The current Board of Directors has the following composition:

These Consolidated and Separate Interim Condensed Financial Statements have been approved for issue by the Company's Board of Directors on September 22, 2022, are available on the website address https://prodea.gr/.

NOTE 2: Summary of Significant Accounting Policies

2.1 Basis of preparation

The Interim Condensed Financial Information of the Group and the Company for the six-month period ended June 30, 2022 (the "Interim Financial Statements") has been prepared in accordance with the International Accounting Standard 34 "Interim Financial Reporting".

These Interim Financial Statements include selected explanatory notes and do not include all the information required for full annual financial statements. Therefore, the Interim Financial Statements should be read in conjunction with the annual consolidated and separate financial statements of the Company and the Group as at and for the year ended December 31, 2021, which have been prepared in accordance with International Financial Reporting Standards ("IFRSs") as endorsed by the European Union (the "EU").

The accounting policies adopted are consistent with those of the previous financial year, except for the adoption of new and amended standards as set out below (Note 2.4.1).

The amounts are stated in Euro, rounded to the nearest thousand (unless otherwise stated) for ease of presentation.

It is mentioned that where necessary, comparative figures have been adjusted to conform to changes in the current period's presentation. No adjustments occurred in the current period.

2.2 Impact of COVID 19 - Going concern

Mass vaccination worldwide has led to a reduction in the severity of infections and resulted in the easing of restrictions adopted by governments to limit the spread of COVID-19. Uncertainty still exists as it is not possible to predict the impact of possible future variants of the virus and of possible restrictive measures taken by governments on the financial activity of the Group and the Company.

Impact on rental income

There was no impact on the Group's and the Company's rental income in the six-month period ended June 30, 2022. The reduction in rental income for the six-month period ended June 30, 2022 amounted to €1,607 for the Group and €1,300 for the Company, including the compensation from the Greek government of the 60% of the monthly rent for businesses that remain closed by state order for the six-month period ended June 30, 2021 amounted to €1,362 for the Group and €1,268 for the Company (Note 21).

Assessment of the fair value of the Investment Property

The last valuation of the Group's properties was performed at June 30, 2022 by independent valuers. The valuations of June 30, 2022 were performed by the company "Proprius Commercial Property Consultants ΕPE" (representative of Cushman & Wakefield) and jointly the companies "P. Danos & Associates" (representative of BNP Paribas Real Estate) and "Athinaiki Oikonomiki EPE" (representative of Jones Lang LaSalle) and the company "Hospitality Consulting Services S.A." for the properties outside Italy and Bulgaria, the company "Jones Lang LaSalle S.p.A." for the properties in Italy and the Company "DRP Consult LTD" for the properties in Bulgaria.

The valuations of the properties as at June 30, 2022 have not been prepared on the basis of "material valuation uncertainty" as defined in the RICS Valuation – Global Standards and the International Valuation Standards

The valuation methods have not been modified compared to the previous period. The only exception is the commercial property in Bulgaria, which on the current reporting date was valued using the discounted cash flow (DCF) method and the replacement cost method, while on the previous reporting date by using the discounted cash flow (DCF) method and the comparative method. The above modification has no impact on the fair value of the property.

Despite the recent inflation and interest rates increase, prime properties are still very attractive, dictating low return, which is partly due to the lack of suitable investment product.

Regarding the offices, in addition to the above, there is still a large increase in the demand, especially for high standard buildings and / or bioclimatic buildings, dragging at the same time the office market in general while it seems that yields for green offices may be squeezed even more.

In hotels, it seems that the impact of COVID-19 has passed, with the tourism market showing a particularly dynamic recovery in the second half of 2022, while there are indications that the summer of 2022 may surpass that of 2019.

Logistics keep on presenting high demand, resulting in the squeeze of their returns. The corresponding rents present small increases. A relative differentiation of the product is gradually becoming apparent with the construction of particularly high logistics (13.5m), even constructions with green certification.

The Management will monitor the trends that will be demonstrated in the investment real estate market in the upcoming months because the full outcome of the consequences of the financial situation in Greece and in the other countries in which the Group operates may affect the values of the Group's investment properties in the future.

Liquidity Risk

The available cash balances and credit limits offer the Group strong liquidity. As part of a prudent financial management policy, the Company's Management seeks to manage its borrowing (short-term and long-term) by utilizing a variety of financial sources and in accordance with its business planning and strategic objectives. The Company assesses its financing needs and the available sources of financing in the international and domestic financial markets and investigates any opportunities to raise additional funds by issuing loans in these markets. The company is in discussions with banks regarding the provision of additional funds to secure the cash in order to carry out its short-term / medium-term investment plan. In this context, on April 19, 2022 the Company proceeded in signing a bond loan up to the amount of €75,000 with the bank Eurobank S.A (Note 17).

Credit Risk

No significant losses are expected as lease agreements are agreed with clients - tenants with sufficient creditworthiness. As mentioned above, 63.8% of the annual leases come from the following tenants: National Bank, Sklavenitis, Greek State, Cosmote and Italian State while there was no reduction noted in rental income in the six-month period ended June 30, 2022, due to the pandemic. In addition, the Group receives from tenants, in the framework of lease agreements, securities, such as guarantees, to mitigate credit risk.

The Management, taking into consideration the above as well as:

    1. The current financial position of the Company and the Group,
    1. The diversification of the Group's real estate portfolio,
    1. The fact that even if revenue and the operating results of the Group are negatively affected in the short term, the Group's business plan has a long-term perspective,
    1. The fact that the necessary funds for the realization of the Group's short to medium term business plan have already been secured,

concluded that the Company and the Group have sufficient resources in order to continue the business activity and the implementation of the Group's short to medium term business plan. Therefore, the Interim Financial Statements of the Group and the Company have been prepared based on the going concern principle.

Management will continue to monitor and evaluate the situation closely.

2.3 Information regarding current geopolitical developments and the impact of the energy crisis

Regarding the war in Ukraine and the current energy crisis, the Company's Management closely monitors and evaluates the developments in order to implement any necessary measures and adjust its business plan (if so required) in order to ensure business continuity and the limitation of any adverse effects.

Russia's military actions that began in Ukraine in February 2022 directly affected the global market which remains volatile. They also caused serious consequences in the energy market and concerns regarding the increased prices of products especially in Europe. The significant economic sanctions imposed on Russia continue to create nervousness about a potential involvement of other countries. Although there is an increased risk that markets will be affected more quickly than usual, the real estate market on the valuation date appears to be generally functioning, recording sufficient transactions on which valuations can be based. In this context, valuers emphasize the importance of the valuation date.

The Company recognizes the increase in the construction cost of real estate as the main point of potential concern. However, the Group has limited exposure to real estate development projects in relation to the total size of the investment portfolio, with the majority of those projects being in an advanced stage of completion. At the same time, there has been an increasing trend in the levels of rents in the sectors of the Greek real estate market in which the Company and the Group operate; as a result any increase in construction costs is expected to be balanced to a certain extent by the increased rental income. Therefore, the impact is not expected to be material to the Group's overall performance. Regarding the commencement of new development projects, the Company is on standby mode, evaluating the situation before embarking on new works.

Regarding the inflationary pressure, the company's rental income is mostly linked to an adjustment (rent review) clause in relation to the change in the consumer price index.

At this stage it is not possible to predict the general impact that a prolonged energy crisis and increase in prices in general may have on the financial situation of the Group's customers.

Finally, the Company will be intensifying its efforts to implement "green" energy investments in relevant properties (eg installation of photovoltaic systems on the rooftops of logistics buildings) in order to reduce the energy costs of its lessees through the decrease of their dependence on conventional sources of energy.

2.4 Adoption of International Financial Reporting Standards (IFRSs)

2.4.1 New standards, amendments and interpretations to existing standards applied from 1 January 2022:

  • IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent Assets as well as Annual Improvements 2018-2020 (Amendments). The amendments are effective for annual periods beginning on or after 1 January 2022 with earlier application permitted. The IASB has issued narrow-scope amendments to the IFRS Standards as follows:
    • IFRS 3 Business Combinations (Amendments). Update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations.
    • IAS 16 Property, Plant and Equipment (Amendments) prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related cost in profit or loss.
    • IAS 37 Provisions, Contingent Liabilities and Contingent Assets (Amendments) specify which costs a company includes in determining the cost of fulfilling a contract for the purpose of assessing whether a contract is onerous.
    • Annual Improvements 2018-2020 make minor amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and the Illustrative Examples accompanying IFRS 16 Leases.

These amendments had no material impact on the Interim Financial Statements of the Group and the Company.

IFRS 16 Leases - Cοvid 19 Related Rent Concessions beyond 30 June 2021 (Amendment). The Amendment applies to annual reporting periods beginning on or after 1 April 2021, with earlier application permitted, including in financial statements not yet authorized for issue as of March 31, 2021. In March 2021, the Board amended the conditions of the practical expedient in IFRS 16 that provides relief to lessees from applying the IFRS 16 guidance on lease modifications to rent concessions arising as a direct consequence of the covid-19 pandemic. Following the amendment, the practical expedient now applies to rent concessions for which any reduction in lease payments affects only payments originally due on or before 30 June 2022, provided the other conditions for applying the practical expedient are met.

These amendments had no material impact on the Interim Financial Statements of the Group and the Company.

2.4.2 New standards and amendments to existing standards effective after 2022:

  • Amendment in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture. 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 and are not anticipated to have any material impact on the Financial Statements of the Group and the Company.
  • IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (Amendments). The amendments were initially effective for annual reporting periods beginning on or after January 1, 2022 with earlier application permitted. However, in response to the covid-19 pandemic, the Board has deferred the effective date by one year, i.e. 1 January 2023, to provide companies with more time to implement any classification changes resulting from the amendments. The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current or non-current. The amendments affect the presentation of liabilities in the statement of financial position and do not change existing requirements around measurement or timing of recognition of any asset, liability, income or expenses, nor the information that entities disclose about those items. Also, the amendments clarify the classification requirements for debt which may be settled by the company issuing its own equity instruments. In November 2021, the Board issued an exposure draft (ED), which clarifies how to treat liabilities that are subject to covenants to be complied with, at a date subsequent to the reporting period. In particular, the Board proposes narrow scope amendments to IAS 1 which effectively reverse the 2020 amendments requiring entities to classify as current, liabilities subject to covenants that must only be complied with within the next twelve months after the reporting period, if those covenants are not met at the end of the reporting period. Instead, the proposals would require entities to present separately all non-current liabilities subject to covenants to be complied with only within twelve months after the reporting period. Furthermore, if entities do not comply with such future covenants at the end of the reporting period, additional disclosures will be required. The proposals will become effective for annual reporting periods beginning on or after 1 January 2024 and will need to be applied retrospectively in accordance with IAS 8, while early adoption is permitted. The Board has also proposed to delay the effective date of the 2020 amendments accordingly, such that entities will not be required to change current practices before the proposed amendments come into effect. These amendments have not yet been endorsed by the EU and are not anticipated to have any material impact on the Financial Statements of the Group and the Company.

  • 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 are not anticipated to have any material impact on the Financial Statements 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 are not anticipated to have any material impact on the Financial Statements of the Group and the Company.
  • IAS 12 Income taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments):

The amendments are effective for annual periods beginning on or after January 1, 2023 with earlier application permitted. In May 2021, the Board issued amendments to IAS 12, which narrow the scope of the initial recognition exception under IAS 12 and specify how companies should account for deferred tax on transactions such as leases and decommissioning obligations. 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 and are not anticipated to have any material impact on the Financial Statements of the Group and the Company.

NOTE 3: Financial Risk Management

3.1 Financial Risk Management

The Group is exposed to a variety of financial risks such as market risk, credit risk and liquidity risk. The financial risks relate to the following financial instruments: trade and other assets, restricted cash, cash and cash equivalents, trade and other payables and borrowings. The risk management policy, followed by the Group, focuses on minimizing the impact of unexpected market changes.

The Interim Financial Statements do not include all information regarding the financial risk management and the relevant disclosures required in the annual Financial Statements and should be read in conjunction with the published consolidated and separate Financial Statements for the year ended December 31, 2021.

3.2 Fair Value Estimation of Financial Assets and Liabilities

The Group measures the fair value of financial instruments based on a framework for measuring fair value that categorises financial instruments based on a three-level hierarchy in accordance with the hierarchy of the inputs used in the valuation technique, as described below:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. More specifically, the fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: Inputs for the asset or liability that are not based on observable market data. More specifically if one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

Financial instruments not carried at fair value

The tables below analyse the financial assets and liabilities of the Group not carried at fair value as at June 30, 2022 and December 31, 2021, respectively:

June 30, 2022 Valuation hierarchy
Liabilities Level 1 Level 2 Level 3 Total
Borrowings - - 1,251,797 1,251,797
December 31, 2021 Valuation hierarchy
Liabilities Level 1 Level 2 Level 3 Total
Borrowings - - 1,253,130 1,253,130

The liabilities included in the tables above are carried at amortized cost and their carrying value approximates their fair value.

As at June 30, 2022 and December 31, 2021, the carrying value of cash and cash equivalents, restricted cash, trade and other assets as well as trade and other payables approximates their fair value.

NOTE 4: Critical Accounting Estimates and Judgments

In preparing the Interim Financial Statements, the significant estimates, judgments and assumptions made by Management in applying the Group's accounting policies and the key sources of estimation uncertainty were similar to those applied to the consolidated and separate Financial Statements for the year ended December 31, 2021.

The Group's Management estimates and judgments in relation to investment property and the property and equipment which include land and buildings relating to hotel and other facilities, were similar to those applied to the consolidated and separate Financial Statements for the year ended December 31, 2021. The last valuation of the Group's properties was performed on June 30, 2022, by independent valuers, as stipulated by the relevant provisions of L.2778/1999, as in force. According to the independent valuers, the valuations are not subject to material valuation uncertainty.

NOTE 5: Segment Reporting

The Group has recognized the following operational segments:

Business Segments:

  • Retail / big boxes,
  • Bank Branches,
  • Offices,
  • Other (include logistics, hotels, archives, petrol stations, parking spaces, land plots, residential properties and other properties with special use).

Geographical Segments:

  • Greece
  • Italy
  • Cyprus
  • Other countries1

Information per business segment and geographical segment for the six-month period ended June 30, 2022 and June 30, 2021 is presented below:

1 In segment Other Countries include Romania and Bulgaria.

A)
Business Segments of Group
Period
ended June
30,
2022
Retail
/
big
boxes
Bank Branches Offices Other Total
Continuing operations
Rental Income 15,575 18,204 34,408 5,206 73,393
Other - 80 - - 80
Total Segment Revenue 15,575 18,284 34,408 5,206 73,473
Net gain / (loss) from the fair value adjustment of investment property 15,672 9,853 27,910 3,764 57,199
Result from disposal of investment property 116 - - 63 179
Direct property related expenses & Property taxes-levies (4,112) (2,049) (8,487) (2,996) (17,644)
Net impairment loss on financial assets (638) (6) (46) (316) (1,006)
Net impairment loss on non-financial assets - - (2,041) (450) (2,491)
Other income 432 - 332 6 770
Total Segment Operating profit 27,045 26,082 52,076 5,277 110,480
Unallocated operating income 2,284
Unallocated operating expenses (10,281)
Operating Profit 102,483
Unallocated interest income 279
Allocated finance costs (770) - (1,206) (891) (2,867)
Unallocated finance costs (16,467)
Unallocated non-operating expenses (772)
Profit before tax 82,656
Deferred taxes (282) (17) (622) 172 (749)
Unallocated taxes (1,462)
Profit for the period from continuing operations 80,445
Allocated gain/(loss) from discontinued operations -
Unallocated loss from discontinued operations -
Profit for the period 80,445
Segment Assets as at June
30, 2022
Assets 509,852 447,320 1,229,762 325,602 2,512,536
Unallocated Assets 385,236
Total Assets 2,897,772
Segment Liabilities as at June
30, 2022
Liabilities 50,127 3,400 123,735 50,452 227,714
Unallocated Liabilities 1,104,449
Total Liabilities 1,332,163
Non-current assets additions as at June
30, 2022
161 81 57,195 15,365 72,802

Bank
Period
ended June 30,
2021
Retail
/
big
boxes
Branches Offices Other Total
Continuing operations
Rental Income 11,330 17,768 31,134 3,264 63,496
Other 814 40 164 384 1,402
Total Segment Revenue 12,144 17,808 31,298 3,648 64,898
Net gain
/ (loss)
from the fair value adjustment of investment property
10,735 10,193 35,635 704 57,267
Result from disposal of investment property - (2) - 18 16
Direct property related expenses & Property taxes-levies (2,991) (1,293) (6,520) (1,367) (12,171)
Net impairment loss on financial assets (284) - (81) (419) (784)
Other income 615 - 409 - 1,024
Total Segment Operating profit 20,219 26,706 60,741 2,584 110,250
Unallocated operating income 89
Unallocated operating expenses (10,554)
Operating Profit 99,785
Unallocated interest income 9
Unallocated finance costs (12,429)
Allocated finance costs (759) - (1,054) (1,183) (2,996)
Unallocated
non-operating
income
25,566
Profit before tax 109,935
Deferred taxes (24) (1) 429 (522) (118)
Unallocated taxes (1,026)
Profit for the period
from continuing operations
108,791
Allocated gain/(loss) from discontinued operations 186 - (5) 6,542 6,723
Unallocated loss from discontinued operations (7,044)
Profit for the period 108,470
Segment Assets as at December 31,
2021
Assets 487,668 443,969 1,136,259 304,042 2,371,938
Unallocated Assets 484,530
Total Assets 2,856,468
Segment Liabilities as at December 31,
2021
Liabilities 46,323 1,401 131,744 73,376 252,844
Unallocated Liabilities 1,077,885
Total Liabilities 1,330,729
Non-current assets additions as at December 31,
2021
60,501 31 133,360 45,072 238,964

All amounts expressed in € thousand, unless otherwise stated

B) Geographical Segments of Group

Period
ended June
30,
2022
Greece Italy Cyprus Other
Countries
Total
Continuing operations
Rental Income 53,634 10,776 5,283 3,700 73,393
Other 80 - - - 80
Total Segment Revenue 53,714 10,776 5,283 3,700 73,473
Net gain/(loss) from the fair value adjustment of investment property 57,688 (4,467) 2,209 1,769 57,199
Result from disposal of investment property 116 63 - - 179
Direct property related expenses & Property taxes-levies (10,627) (5,815) (1,108) (94) (17,644)
Net impairment loss on financial assets (267) (420) (319) - (1,006)
Net impairment loss on non-financial assets (2,491) - - - (2,491)
Other income - 710 60 - 770
Total Segment Operating profit 98,133 847 6,125 5,375 110,480
Unallocated operating income 2,284
Unallocated operating expenses (10,281)
Operating Profit 102,483
Unallocated interest income 279
Unallocated finance costs (16,467)
Allocated finance costs (2,397) - - (470) (2,867)
Unallocated non-operating expenses (772)
Profit before tax 82,656
Deferred taxes - - (372) (377) (749)
Unallocated taxes (1,462)
Profit for the period 80,445
Segment Assets as at June
30, 2022
Assets 1,769,632 392,884 244,629 105,391 2,512,536
Unallocated Assets 385,236
Total Assets 2,897,772
Segment Liabilities as at June
30, 2022
Liabilities 176,405 4,828 10,419 36,062 227,714
Unallocated Liabilities 1,104,449
Total Liabilities 1,332,163
Non-current assets additions as at June
30, 2022
69,621 1,870 1,191 120 72,802

Period ended June 30,
2021
Greece Italy Cyprus Other
Countries
Total
Continuing operations
Rental Income 46,210 8,462 5,316 3,508 63,496
Other 1,402 - - - 1,402
Total Segment Revenue 47,612 8,462 5,316 3,508 64,898
Net gain/(loss) from the fair value adjustment of investment property 56,647 1,852 (1,186) (46) 57,267
Result from disposal of investment property (2) 18 - - 16
Direct property related expenses & Property taxes-levies (8,202) (2,588) (1,227) (154) (12,171)
Net impairment
loss on financial assets
(110) (85) (589) - (784)
Other income - 996 28 - 1,024
Total Segment Operating profit 95,945 8,655 2,342 3,308 110,250
Unallocated operating income 89
Unallocated operating expenses (10,554)
Operating Profit 99,785
Unallocated interest income 9
Unallocated finance costs (12,429)
Allocated finance costs (2,385) - - (611) (2,996)
Unallocated
non-operating
income
25,566
Profit before tax 109,935
Deferred taxes - - (17) (101) (118)
Unallocated taxes (1,026)
Profit for the period
from continuing operations
108,791
Allocated gain from discontinued operations - - 6,723 - 6,723
Unallocated loss from discontinued operations (7,044)
Profit for the period 108,470
Segment Assets as at December
31,
2021
Assets 1,630,784 397,806 239,896 103,452 2,371,938
Unallocated Assets 484,530
Total Assets 2,856,468
Segment Liabilities as at December 31, 2021
Liabilities 185,256 20,650 9,610 37,328 252,844
Unallocated Liabilities 1,077,885
Total Liabilities 1,330,729
Non-current assets additions as at December
31,
2021
98,668 139,127 1,062 107 238,964

In relation to the above segment analysis we state that:

  • (a) There are no transactions between business segments.
  • (b) Segment assets include investment property, inventories, property and equipment, other intangible assets (customer contracts), trade & other assets and other long-term assets.
  • (c) Unallocated assets include property and equipment, software, equity method investments, investment in joint ventures, cash and cash equivalents, restricted cash, other long-term and current assets.
  • (d) Unallocated liabilities as at June 30, 2022 and December 31, 2021 mainly include borrowings amounted to €1,089,777 and €1,066,601 respectively.
  • (e) Unallocated income and expenses consist of depreciation of property and equipment, amortisation of intangible assets, net impairment loss of non-financial assets, other income, other expenses, corporate responsibility, share of profit/(loss) of joint ventures, interest income, financial expenses and taxes.

Concentration of customers

Among the largest tenants of the Group, namely the National Bank of Greece (NBG), Sklavenitis, Greek State, Cosmote and Italian State, only the NBG represents more than 10% of the Group's rental income. Rental income for the six-month period ended 30 June 2022 from NBG amounted to €28,011, ie 38.2% (30 June 2021: €27,053, ie 42.6%). NBG's rental income is included in the operating segments Bank Branches (€17,747), Offices (€9,737) and Other (€527) and in the geographical segment Greece.

NOTE 6: Investment Property

Group Company
30.06.2022 31.12.2021 30.06.2022 31.12.2021
Balance at the beginning of the period 2,279,958 1,918,015 1,395,169 1,332,779
Additions:
- Direct acquisition of investment property 55,735 41,446 49,324 11,940
- Acquisitions through business combinations - 105,610 - -
- Acquisitions of subsidiaries other than through
business combinations
7,240 71,033 - -
- Subsequent capital expenditure on investment
property
9,827 20,875 2,114 2,661
- Right-of-use Asset 817 - 817 -
- Disposal of investment property (120) (21,550) - (21,446)
- Transfer to Assets held for sale (349) (2,104) (349) (2,104)
- Transfer from Assets held for sale - 49,910 - -
Net gain
from the fair value adjustment of
investment property
57,199 96,723 47,871 71,339
Balance at the end of the period 2,410,307 2,279,958 1,494,946 1,395,169

On January 13, 2022, the Company completed the acquisition of five equal lands with a total area of 10.4 thousand sq.m. in Maroussi, Attica. The consideration of the above acquisitions amounted to € 13,767 and their fair value, according to the valuation performed by the independent statutory valuers, amounted to € 15,007. The purpose of the acquisition is the development, after the demolition of the existing building and the operation of a modern office with a minimum environmental LEED Gold certification, which will consist of two autonomous and functionally independent buildings with a total area of more than 17 thousand sq.m.

All amounts expressed in € thousand, unless otherwise stated

On April 18, 2022, the Company proceeded with the acquisition of 80% of the share capital of the company THRIASEUS SA. The consideration for the acquisition of the shares amounted to €528. On May 31, 2022, THRIASEUS S.A. proceeded with the acquisition of 17 plots of land in the area of Aspropyrgos, Attica, with a total area of 111 thousand sq.m on which the company aims to develop Logistics Center with modern specifications with a total area of 39.8 thousand sq.m. The consideration for the acquisition of the properties amounted to €5,856 while the fair value on the date of acquisition, according to the valuation performed by the independent statutory valuers, amounted to €7,784. Furthermore, on May 23, 2022, the Company signed a sale and purchase agreement for the acquisition of the remaining share capital of THRIASEUS SA. subject to the successful development of the Logistics Center. The consideration for the purchase of the shares will be calculated according to the terms of the agreement considering the NAV of the company at the date of the acquisition. Finally, on June 23, 2022, the Extraordinary General Meeting of the shareholders of THRIASEUS S.A. decided to increase the company's share capital by €6,240 with the issuance of 1,040,000 new ordinary shares of a par value of €1 (amount in euros) and an issue price of €6 (amount in euros) each. In the above increase, the company's minority shareholder partially exercised his preemptive right, resulting in the Company's share in THRIASEUS SA on June 30, 2022. to 97.57% (Note 8).

On June 6, 2022, a fully let office building in Maroussi, Attica, at 8B Chimarras and Gravias street, was acquired by the Company, in the context of a compulsory execution procedure, The total area of the property is 14.1 thousand sq.m. The consideration of the acquisition amounted to €35,000 and the fair value, according to the valuation performed by the independent statutory valuers, amounted to €34,113.

On June 22, 2022, the Company concluded the acquisition of 100% of the shares and units of five companies in Greece, which are the owners of nine residential plots of land and an existing residential building, which is fully leased, with the purpose to develop residential properties for sale and lease. The consideration for the acquisition of the companies amounted to €16,291 taking into account the consideration for the properties (investment properties and inventories) which amounted to €17,250 while their fair value at the date of acquisition, according to the valuation performed by the independent statutory valuers, amounted to €18,177. The companies WISE LOUISA S.M.S.A., THERMOPYLON 77 S.M.IKE and WISE ATHANASSIA S.M.IKE are the owners of 4 plots of land with a total area of 7.2 thousand sq.m. in which residential properties for sale (inventories) will be developed. The companies BTR HELLAS S.M.IKE and BTR HELLAS II S.M.IKE are the owners of 5 plots of land with a total area of 1.7 thousand sq.m. in which residential properties for lease (investment properties) will be developed and one fully leased residential building of 24 apartments with a total area of 1.2 thousand sq.m. (Note 8).

Management always evaluates the optimization of the performance of the Group's real estate portfolio, including a possible sale if market conditions are appropriate. In this context, on February 21, 2022 the Company completed the disposal of one property in Greece. The total consideration amounted to €420 and the book value at the date of the disposal amounted to €304. The gain amounting to €116 was recorded in the line " Result from disposal of Investment property" in the Interim Condensed Income Statement in the period ended on June 30, 2022. The property had been classified as assets held for sale item in the Statement of Financial Position of the Group and the Company as at December 31, 2021.

The Group's borrowings which are secured on investment property are stated in Note 17.

The Group's and Company's investment property is measured at fair value. The table below presents the Group's investment property per business segment and geographical area as at June 30, 2022 and December 31, 2021. The Group's policy is to recognize transfers into and out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer. During the six-month period ended on June 30,2022 , there were no transfers into and out of Level 3.

Country Greece Italy Romania Cyprus Bulgaria 30.06.2022
Segments Retail Office Other1 Retail Office Other2 Retail Office Retail Office Other3 Retail Office Total
Level 3 3 3 3 3 3 3 3 3 3 3 3 3
Fair value at 01.01.2022 737,823 701,963 105,870 70,245 252,150 70,270 1,261 5,561 100,989 46,030 91,307 9,453 87,036 2,279,958
Additions:
Direct Acquisition of investment
property
- 49,323 6,412 - - - - - - - - - - 55,735
Acquisition of investment
property excluding business - - 7,240 - - - - - - - - - - 7,240
combination
Disposal of Investment Property - - - - - (120) - - - - - - - (120)
Right-of-use Asset - - 817 - - - - - - - - - - 817
Subsequent capital expenditure
on investment property
145 6,081 420 78 1,582 210 19 101 - 108 1,083 - - 9,827
Transfers among segments (315) 315 - - - - - - - - - - - -
Transfer to Assets held for sale (302) - (47) - - - - - - - - - - (349)
Net gain / (loss) from the fair
value adjustment of investment 24,123 29,676 3,889 (898) (3,692) 123 160 48 2,083 374 (248) 57 1,504 57,199
property
Fair value at 30.06.2022 761,474 787,358 124,601 69,425 250,040 70,483 1,440 5,710 103,072 46,512 92,142 9,510 88,540 2,410,307

The segment "Retail" is further analysed as below:

1 The segment "Other" in Greece includes logistics, hotels, archives, petrol stations, parking spaces and other properties with special use.

2 The segment "Other" in Italy relates to hotel, land plot, residential properties and other properties with special use.

3 The segment "Other" in Cyprus relates to logistics, hotels, land plot and other properties with special use.

Country Greece Italy Romania Cyprus Bulgaria Total Total
Segment Retail
/
big
boxes
Bank
Branches
Retail / big
boxes
Bank
Branches
Bank
Branches
Retail / big
boxes
Retail
big
boxes &
high street
retail
30.06.2022 Retail / big
boxes
Bank
Branches
Level 3 3 3 3 3 3 3
Fair value at 01.01.2022 299,092 438,731 66,675 3,570 1,261 100,989 9,453 919,771 476,209 443,562
Additions:
Subsequent capital expenditure on
investment property
83 62 78 - 19 - - 242 161 81
Transfers among segments 6,030 (6,345) - - - - - (315) 6,030 (6,345)
Transfer to Assets held for sale (302) - - - - - - (302) (302) -
Net gain / (loss) from the fair value
adjustment of investment property
14,615 9,508 (1,083) 185 160 2,083 57 25,525 15,672 9,853
Fair value at 30.06.2022 319,518 441,956 65,670 3,755 1,440 103,072 9,510 944,921 497,770 447,151

The segment "Other" is further analysed as below:

Country Greece Italy Cyprus Total Total
Segment Logistics Hotels Other Hotels Other Logistics Hotels Other 30.06.2022 Logistics Hotels Other
Level 3 3 3 3 3 3 3 3
Fair value at 01.01.2022 62,593 28,584 14,693 9,280 60,990 8,407 36,745 46,155 267,447 71,000 74,609 121,838
Additions:
Direct acquisitions investment
properties 6,412 - - - - - - - 6,412 6,412 - -
Acquisitions other than through - - 7,240 - - - - - 7,240 - - 7,240
business combinations
Right-of-use Asset - - 817 - - - - - 817 - - 817
Disposal of Investment Property - - - - (120) - - - (120) - - (120)
Subsequent capital expenditure on 412 4 4 - 210 - 651 432 1,713 412 655 646
investment property
Transfer to Assets held for sale - - (47) - - - - - (47) - - (47)
Net gain / (loss) from the fair value 3,093 830 (34) 10 113 20 938 (1,206) 3,764 3,113 1,778 (1,127)
adjustment of investment property
Fair value at 30.06.2022 72,510 29,418 22,673 9,290 61,193 8,427 38,334 45,381 287,226 80,937 77,042 129,247

Country Greece Italy Romania Cyprus Bulgaria 31.12.2021
Segments Retail Office Other1 Retail Office Other2 Retail Office Retail Office Other3 Retail Office Total
Level 3 3 3 3 3 3 3 3 3 3 3 3 3
Fair value at 01.01.2021 719,972 584,159 71,081 9,620 143,140 51,740 1,230 5,490 99,050 46,305 89,708 9,600 86,920 1,918,015
Additions:
Direct Acquisition of investment - 3,549 8,390 - 19,620 9,887 - - - - - - - 41,446
property
Acquisitions through business
combinations - - - 59,490 36,720 9,400 - - - - - - - 105,610
Acquisition of investment
property excluding business - 56,434 14,599 - - - - - - - - - - 71,033
combination
Subsequent capital expenditure
on investment property 332 14,050 1,314 695 2,895 420 15 88 - - 1,062 - 4 20,875
Disposal of Investment Property (10,516) (10,930) - - - (104) - - - - - - - (21,550)
Transfers among segments 619 (4,895) 4,276 - - - - - - - - - - -
Transfer to Assets held for sale (759) - (1,345) - - - - - - - - - - (2,104)
Transfer from Assets held for
sale - - - 4,090 45,820 - - - -- - - - - 49,910
Net gain / (loss) from the fair
value adjustment of investment 28,175 59,596 7,555 (3,650) 3,955 (1,073) 16 (17) 1,939 (275) 537 (147) 112 96,723
property
Fair value at 31.12.2021 737,823 701,963 105,870 70,245 252,150 70,270 1,261 5,561 100,989 46,030 91,307 9,453 87,036 2,279,958

1 The segment "Other" in Greece includes logistics, hotels, archives, petrol stations, parking spaces and other properties with special use.

2 The segment "Other" in Italy relates to hotel, land plot, residential properties and other properties with special use.

3 The segment "Other" in Cyprus relates to logistics, hotels, land plot and other properties with special use.

The segment "Retail" is further analysed as below:

Country Greece Italy Romania Cyprus Bulgaria Total Total
Segment Retail /
big
boxes
Bank
Branches
Retail /
big boxes
Bank
Branches
Bank
Branches
Retail /
big boxes
Retail /
big
boxes
31.12.2021 Retail / big
boxes
Bank
Branches
Level 3 3 3 3 3 3 3
Fair value at 01.01.2021 276,960 443,012 6,070 3,550 1,230 99,050 9,600 839,472 391,680 447,792
Additions:
Acquisitions through business
combinations
- - 59,490 - - - - 59,490 59,490 -
Subsequent capital expenditure on
investment property
316 16 695 - 15 - - 1,042 1,011 31
Disposal of Investment Property (396) (10,120) - - - - - (10,516) (396) (10,120)
Transfers among segments 5,961 (5,342) - - - - - 619 5,961 (5,342)
Transfer to Assets held for sale (759) - - - - - - (759) (759) -
Transfer from Assets held for sale - - 4,090 - - - - 4,090 4,090 -
Net gain / (loss) from the fair value
adjustment of investment property
17,010 11,165 (3,670) 20 16 1,939 (147) 26,333 15,132 11,201
Fair value at 31.12.2021 299,092 438,731 66,675 3,570 1,261 100,989 9,453 919,771 476,209 443,562

The segment "Other" is further analysed as below:

Country Greece Italy Cyprus Total Total
Segment Logistics Hotels Other Hotels Other Logistics Hotels Other 31.12.2021 Logistics Hotels Other
Level 3 3 3 3 3 3 3 3
Fair value at 01.01.2021 34,822 26,113 10,146 - 51,740 8,172 35,972 45,564 212,529 42,994 62,085 107,450
Additions:
Direct acquisitions investment
properties 3,967 - 4,423 9,887 - - - - 18,277 3,967 9,887 4,423
Acquisitions through business - - - - 9,400 - - - 9,400 - - 9,400
combinations
Acquisitions other than through 14,599 - - - - - - - 14,599 14,599 - -
business combinations
Subsequent capital expenditure on 1,262 51 1 - 420 - 1,060 2 2,796 1,262 1,111 423
investment property
Disposal of Investment Property - - - - (104) - - - (104) - - (104)
Transfers among segments - 1,818 2,458 - - - - - 4,276 - 1,818 2,458
Transfer to Assets held for sale - - (1,345) - - - - - (1,345) - - (1,345)
Net gain / (loss) from the fair value 7,943 602 (990) (607) (466) 235 (287) 589 7,019 8,178 (292) (867)
adjustment of investment property
Fair value at 31.12.2021 62,593 28,584 14,693 9,280 60,990 8,407 36,745 46,155 267,447 71,000 74,609 121,838

Information about fair value measurements of investment property per business segment and geographical area for June 30, 2022:

Country Segment Fair Value Valuation Method Monthly Discount rate Capitalization rate
market rent (%) (%)
Greece Retail / big
boxes
319,518 15%-20% market approach
and
80%-85% discounted cash flows
(DCF)
1,697 6.91% -
11.73%
5.25% -
10.00%
Greece Bank Branches 441,956 15%-20% market approach and 80%-85% DCF 1,958 7.04% -
10.22%
5.50% -
8.50%
Greece Offices 787,358 15%-20% market approach and 80%-85% DCF 4,374 7.32% -
10.70%
5.75% -
9.00%
Greece Storage spaces 72,510 15%-20% market approach and 80%-85% DCF 587 8.81% -
10.50%
7.25% -
8.50%
Greece Hotels 29,418 0%-20% market approach and 80%-100% DCF - 8.75% -
9.94%
7.25% -
8.25%
Greece Other1 22,673 0%-15%-20% market approach and 80%-85%-100% DCF 306 6.72% -
11.94%
4.40% -
10.50%
Italy Retail / big
boxes
65,670 0% market approach and 100% DCF 483 5.98% -
9.80%
5.15% -
8.75&
Italy Bank Branches 3,755 0% market approach and 100% DCF 18 6.82% 5.15%
Italy Offices 250,040 0% market approach and 100% DCF 1,648 6.19% -
10.35%
5.15% -
7.60%
Italy Hotels 9,290 0% market approach and 100% DCF - 8.85% 6.55%
Italy Other2 51,500 0% market approach and 100% residual method - 5.10% -
Italy Other3 370 0% market approach and 100%
direct capitalization method
2 - 4.60%
Italy Other4 9,323 0% market approach and 100% DCF 52 4.00% -
7.53%
7.15%
Romania Bank Branches 1,440 0% market approach and 100% DCF 9 8.85% -
10.48%
7.25% -
8.75%
Romania Offices 5,710 0% market approach and 100% DCF 39 8.85% 7.25%
Cyprus Retail / big
boxes
103,072 20% market approach and 80%
DCF
516 7.40% -
8.74%
5.00% -
6.50%
Cyprus Offices 46,512 20% market approach and 80% DCF 243 7.63% -
9.06%
5.50% -
6.25%
Cyprus Storage spaces 8,427 20% market approach and 80% DCF 44 8.30% -
8.94%
5.75% -
6.00%
Cyprus Hotels 38,334 0% market approach and 100% DCF - 9.57% -
10.00%
7.50% -
8.00%
Cyprus Other5 45,381 20% market approach and 80%
DCF or 0% market
approach and 100% residual method
104 7.31% -
16.96%
5.25% -
9.00%
Bulgaria Retail / big
boxes
9,510 0% depreciated replacement cost method
and 100% DCF
122 11.25% 8.25%
Bulgaria Offices 88,540 0% market approach and 100% DCF 535 10.35% 7.35%
2,410,307

1 The segment "Other" in Greece include archives, petrol stations, parking spaces and other properties with special use.

2 The segment "Other" in Italy relates to land plot.

3 The segment "Other" in Italy relates to residential property.

4 The segment "Other" in Italy relates to parking spaces and other properties with special use.

5 The segment "Other" in Cyprus relates to land plot and other properties with special use.

Information about fair value measurements of investment property per business segment and geographical area for December 31, 2021:

Country Segment Fair Value Valuation Method Monthly
market rent
Discount rate
(%)
Capitalization rate
(%)
Greece Retail
/ big
boxes
299,092 15%-20% market approach
and
1,626 6.27% -
10.43%
5.25% -
9.25%
80%-85% discounted cash flows
(DCF)
Greece Bank Branches 438,731 15%-20% market approach and 80%-85% DCF 1,984 6.78% -
10.35%
5.50% -
9.00%
Greece Offices 701,963 15%-20% market approach and 80%-85% DCF 3,813 7.08% -
9.85%
5.90% -
8.50%
Greece Storage spaces 62,593 15%-20% market approach and 80%-85% DCF 383 8.37% -
9.81%
7.25% -
8.50%
Greece Hotels 28,584 0%-15%-20% market approach and 80%-85%-100% DCF - 9.03% -
11.01%
7.75% -
8.50%
Greece Other1 14,693 0%-15%-20% market approach and 80%-85%-100% DCF 274 8.37% -
13.33%
7.25% -
10.00%
Italy Retail
/ big
boxes
66,675 0% market approach and 100% DCF 484 6.20% -
10.00%
5.15% -
8.75%
Italy Bank Branches 3,570 0% market approach and 100% DCF 18 6.55% 5.15%
Italy Offices 252,150 0% market approach and 100% DCF 1,650 5.95% -
10.40%
5.15% -
7.60%
Italy Hotels 9,280 0% market approach and 100% DCF - 9.50% 7.00%
Italy Other2 51,000 0% market approach and 100% residual method - 6.40% -
0% market approach and 100% -
Italy Other3 470 direct capitalization method 2 4.60%
Italy Other4 9,520 0% market approach and 100% DCF 52 4.00% -
8.60%
7.15%
Romania Bank Branches 1,261 15% market approach and 85% DCF 12 9.25% -
10.75%
7.50% -
9.00%
Romania Offices 5,561 15% market approach and 85% DCF 32 9.24% -
9.25%
7.50%
Cyprus Retail
/ big
boxes
100,989 15%-20% market approach and 80%-85% DCF 500 6.65% -
8.15%
5.00% -
6.50%
Cyprus Offices 46,030 0%-20% market approach and 80%-100% DCF 238 7.15% -
8.14%
5.50% -
6.50%
Cyprus Storage spaces 8,407 20% market approach and 80% DCF 42 7.40% -
7.65%
5.75% -
6.00%
Cyprus Hotels 36,745 0% market approach and 100% DCF - 9.25% -
9.90%
8.00%
0% -20% market approach and 80%-100% DCF or 0%
Cyprus Other5 46,155 market approach and 100% residual method 100 6.90% -
16.82%
5.25% -
9.00%
Bulgaria Retail
/ big
boxes
9,453 0% market approach and 100% DCF 158 10.54% 8.50%
Bulgaria Offices 87,036 20% market approach and 80% DCF 548 9.60% 7.50%
2,279,958

1 The segment "Other" in Greece include archives, petrol stations, parking spaces and other properties with special use.

  • 2 The segment "Other" in Italy relates to land plot.
  • 3 The segment "Other" in Italy relates to residential property.

4 The segment "Other" in Italy relates to parking spaces and other properties with special use.

5 The segment "Other" in Cyprus relates to land plot and other properties with special use.

In accordance with existing Greek REIC legislation, property valuations are supported by appraisals performed by independent professionally qualified valuers who prepare their reports as at June 30 and December 31. The investment property valuation for the consideration of the fair value is performed by taking into consideration the high and best use of each property given the legal status, technical characteristics and the allowed uses for each property. In accordance with existing Greek REIC legislation JMD 26294/B1425/19.7.2000, valuations are based on at least two methods.

The last valuation of the Group's properties was performed on June 30, 2022 by independent valuers, as stipulated by the relevant provisions of L.2778/1999, as in force, i.e. the company "Proprius Commercial Property Consultants ΕPE" (representative of Cushman & Wakefield) and jointly the companies "P. Danos & Associates" (representative of BNP Paribas Real Estate) and "Athinaiki Oikonomiki EPE" (representative of Jones Lang LaSalle) and the company "HVS Hospitality Consulting Services S.A." for the properties outside Italy and Bulgaria, the company "Jones Lang LaSalle S.p.A." for the properties in Italy and the company "DRP Consult LTD" for the properties in Bulgaria.

For the Group's portfolio the market approach and the discounted cash flow (DCF) method were used, for the majority of the valuations. For the valuation of the Group's properties, except for three (3) properties, the DCF method was assessed by the independent valuers to be the most appropriate. The method of income and more specifically the method of discounted cash flows (DCF) is considered the most appropriate for investment properties whose value depends on the income they produce, such as the properties of the portfolio.

Especially, for the valuation of the Group's properties in Greece, Cyprus and Romania, the DCF method was used in all properties, except for one property in Cyprus as mentioned below, and in the most properties the market approach. For the weighing of the two methods (DCF and market approach), the rates 80%, 85% or 100% for the DCF method and 20%, 15% or 0%, respectively, for the market approach have been applied, as shown in the table above. The increased weighting for the DCF method is due to the fact that this method reflects more effectively the manner in which investment properties, such as the properties of our portfolio, transact in the market.

For the valuation of retail property in Bulgaria, two methods were used, the DCF method and the market approach. For the weighing of the two methods the rates 100% for the DCF method and 0% for the market approach have been applied, as shown in the table above. The increased weighting for the DCF method is due to the fact that this method reflects more effectively the manner in which investment properties, such as the appraised one, transact in the market.

Regarding the office property in Bulgaria two methods were used, the DCF method and the market approach. For the weighing of the two methods (DCF and market approach), the rates 100% for the DCF method and 0% for the market approach have been applied, as shown in the table above. The increased weighting for the DCF method is due to the fact that this method reflects more effectively the manner in which investment properties, such as the appraised one, transact in the market.

For the properties in Italy, which constitute commercial properties (offices and retail) hotels and other properties, the independent valuers used two methods, the DCF method and the market approach, as shown in the table above. For the property located at Via Vittoria12, in Ferrara, the direct capitalization method and the market approach were used, as shown in the table above. For the weighing of the two methods the rates 100% for direct capitalisation method and 0% for the market approach have been applied. The increased weighting for the DCF/direct capitalisation methods is due to the fact that these methods reflect more effectively the manner in which investment properties, as the appraised ones, transact in the market and represent the common appraisal practice, while the value derived by using the market approach is very close to the one derived by using the DCF/direct capitalisation methods.

Specifically, for the property in Torvaianica area, in the municipality of Pomezia, Rome, and the property owned by the company Aphrodite Springs Public Limited, in Paphos, Cyprus which are land plots with development potential, two methods were used, the residual method and the market approach, as shown in the table above. For the weighing of the two methods the rates 100% for the residual method and 0% for the market approach have been applied. The increased weighting for the residual method is due to the fact that the valuers take into consideration the current development plan, which is difficult to be considered by using another method, and that the value derived by using the market approach is very close to the one derived by using the residual method.

The abovementioned valuation had as a result a net gain from fair value adjustment of investment property amounting to €57,199 for the Group and €47,871 for the Company (first semester of 2021: net gain of €57,267 for the Group and net gain of €48,795 for the Company) (excluding the net loss of €20 for the period ended June 30, 2021 from discontinued operations (Note 16)).

Were the discount rate as at June 30, 2022, used in the DCF analysis, to increase or decrease by +/-10% from Management estimates, the carrying amount of investment property would be lower by €124,077 or higher by €137,113, respectively.

Were the capitalization rate as at June 30, 2022 used in the DCF analysis, to increase or decrease by +/-10% from Management estimates, the carrying amount of investment property would be lower by €83,758 or higher by €102,413, respectively.

Were the sale price per square meter of the future development of residencies as at June 30, 2022 used in the valuation to determine the fair value of the land plot owned by the company Aphrodite Springs Public Limited in Paphos, Cyprus, different by +/- 10% from Management's estimates, the carrying amount of investment property would be estimated to be €18,800 higher or €18,800 lower, respectively.

Were the construction cost per square meter of the future development of residencies as at June 30, 2022 used in the valuation to determine the fair value of the land plot owned by the company Aphrodite Springs Public Limited, in Paphos, Cyprus, to increase or decrease by +/-10% from Management estimates, the carrying amount of investment property would be lower by €11,700 or higher by €11,700 respectively.

Were the sales price/rental value of the development as at June 30, 2022, used in the valuation to determine the fair value of the land plot in Italy, to increase or decrease by +/-10% from Management estimates, the carrying amount of investment property would be higher by €62,500 higher or negative, respectively.

Were the construction cost of the development as at June 30, 2022, used in the valuation to determine the fair value of the land plot in Italy, to increase or decrease by +/-10% from Management estimates, the carrying amount of investment property would be negative or €56,000 higher, respectively.

All amounts expressed in € thousand, unless otherwise stated

NOTE 7: Property and Equipment

Cost or Fair value
Balance at January 1, 2021
9,375
9
1,704
66
1
597
11,752
Additions
157
-
52
-
-
-
209
Additions through acquisition of subsidiary
-
-
-
-
-
17
17
Other
-
-
-
-
-
3
3
Balance at December 31, 2021
9,532
9
1,756
66
1
617
11,981
Accumulated depreciation
Balance at January 1, 2021
(111)
(9)
(552)
(14)
-
(137)
(823)
Depreciation charge
(135)
-
(286)
(10)
-
(91)
(522)
Additions through acquisition of subsidiary
-
-
-
-
-
(4)
(4)
Balance at December 31, 2021
(246)
(9)
(838)
(24)
-
(232)
(1,349)
Net book value at December 31, 2021
9,286
-
918
42
1
385
10,632
Cost or Fair value
Balance at January 1, 2022
9,532
9
1,756
66
1
617
11,981
Additions
31
-
22
-
-
-
53
Other
-
-
-
-
-
(3)
(3)
Balance at June 30, 2022
9,563
9
1,778
66
1
614
12,031
Accumulated depreciation
Balance at January 1, 2022
(246)
(9)
(838)
(24)
-
(232)
(1,349)
Depreciation charge
(69)
-
(145)
(5)
-
(46)
(265)
Balance at June 30, 2022
(315)
(9)
(983)
(29)
-
(278)
(1,614)
Net book value at June 30, 2022
9,248
-
795
37
1
336
10,417
Group Land and buildings
(Administrative Use)
Motor
vehicles
Fixtures and
equipment
Leasehold
improvements
Assets under
construction &
Advances
Right-of-use
Asset
Total

Company Land and
buildings
(Administrative
use)
Motor
vehicles
Fixtures
and
equipment
Right-of
use Asset
Total
Cost
Balance at January 1, 2021 9,375 9 1,694 448 11,526
Additions 157 - 49 - 206
Balance at December 31, 2021 9,532 9 1,743 448 11,732
Accumulated depreciation
Balance at January 1, 2021 (111) (9) (546) (120) (786)
Depreciation charge (135) - (283) (78) (496)
Balance at December 31, 2021 (246) (9) (829) (198) (1,282)
Net book value at December 31, 2021 9,286 - 914 250 10,450
Cost
Balance at January 1, 2022 9,532 9 1,743 448 11,732
Additions 31 - 21 - 52
Balance at June 30 2021 9,563 9 1,764 448 11,784
Accumulated depreciation
Balance at January 1, 2022 (246) (9) (829) (198) (1,282)
Depreciation charge (69) - (144) (39) (252)
Balance at June 30 2022 (315) (9) (973) (237) (1,534)
Net book value at June 30, 2022 9,248 - 791 211 10,250

The category ''Land and buildings'' of the Group and the Company comprise of the owner-occupied property of the Company located at 9, Chrisospiliotissis Street, Athens, used for administration purposes.

NOTE 8: Acquisition of Subsidiaries (business combinations and asset acquisitions)

(a) Business combinations

• On March 26, 2021, the Company proceeded with the acquisition of the 80% of the shares of CI Global S.a.r.l. SICAF-RAIF (herein "CI Global") based in Luxembourg (which corresponds to 46.2% of the company's economic rights). The acquisition was recorded by using the acquisition method. The outcome of the acquisition of the CI Global company was a negative goodwill amounting to €8,846 as the price consideration was lower than the fair value of the assets acquired, which is presented under "Negative goodwill from acquisition of subsidiaries" in the Interim Condensed Income Statement of the six-month period ended on June 30, 2021.

(b) Asset acquisitions

• On April 18, 2022, the Company proceeded with the acquisition of 80% of the share capital of the company THRIASEUS SA. The consideration for the acquisition of the shares amounted to €528, out of which an amount of €388 had been paid until June 30, 2022 while the remaining amount of €140 is presented under "Trade and other liabilities" in the Interim Condensed Statement of Financial Position of the Group and the Company in the period ended June 30, 2022. On May 31, 2022, THRIASEUS S.A. proceeded with the acquisition of 17 plots of land in the area of Aspropyrgos, Attica, with a total area of 111 thousand sq.m on which the company aims to develop Logistics Center with modern specifications with a total area of 39.8 thousand sq.m. The consideration for the acquisition of the properties amounted to €5,856 while the fair value on the date of acquisition, according to the valuation performed by the independent statutory valuers, amounted to €7,784. Furthermore, on May 23, 2022, the Company signed a sale and purchase agreement for the acquisition of the remaining share capital of THRIASEUS SA. subject to the successful development of the Logistics Center. The consideration for the purchase of the shares will be calculated according to the terms of the agreement considering the NAV of the company at the date of the acquisition. Finally, on June 23, 2022, the Extraordinary General Meeting of the shareholders of THRIASEUS S.A. decided to increase the company's share capital by €6,240 with the issuance of 1,040,000 new ordinary shares of a par value of €1 (amount in euros) and an issue price of €6 (amount in euros) each. In the above increase, the company's minority shareholder partially exercised his preemptive right, resulting in the Company's share in THRIASEUS SA on June 30, 2022. to 97.57% (Note 9).

The assets and liabilities recognized in the Statement of Financial Position on the date of the acquisition were:

18.04.2022
ASSETS
Cash and cash equivalents 1
Other assets 700
Total assets 701
LIABILITIES
Borrowings (40)
Other liabilities (1)
Total liabilities (41)
Fair value of acquired asset 660
Νon-controlling interests over the Fair value of acquired net assets (132)
Total purchase consideration 528

Source: Unaudited financial information

On June 22, 2022, the Company concluded the acquisition of 100% of the shares and units of five companies in Greece, which are the owners of nine residential plots of land and an existing residential building, which is fully leased, with the purpose to develop residential properties for sale and lease. The consideration for the acquisition of the companies amounted to €16,291 and has been paid in full. The companies WISE LOUISA S.M.S.A., THERMOPYLON 77 S.M.IKE and WISE ATHANASSIA S.M.IKE are the owners of 4 plots of land with a total area of 7.2 thousand sq.m. in which residential properties for sale (inventories) will be developed. The companies BTR HELLAS S.M.IKE and BTR HELLAS II S.M.IKE are the owners of 5 plots of land with a total area of 1.7 thousand sq.m. in which residential properties for lease (investment properties) will be developed and one fully leased residential building of 24 apartments with a total area of 1.2 thousand sq.m.

The assets and liabilities recognized in the Interim Condensed Statement of Financial Position on the date of the acquisition were:

WISE LOUISA S.Μ.S.A 22.06.2022
ASSETS
Inventories (Note 12) 5,050
Cash and cash equivalents 579
Other assets
Total assets
349
5,978
LIABILITIES
Borrowings (Note 17)
Other liabilities
1,000
332
Total liabilities 1,332
Fair value of acquired asset 4,646
Total purchase consideration 4,646
Source: Unaudited financial information
THERMOPYLON 77 S.M.IKE 22.06.2022
ASSETS
Inventories (Note 12) 2,031
Cash and cash equivalents 177
Other assets 61
Total assets 2,269
LIABILITIES
Other liabilities 48
Total liabilities 48
Fair value of acquired asset 2,221
Total purchase consideration 2,221
Source: Unaudited financial information
WISE ATHANASIA S.M.IKE 22.06.2022
ASSETS
Inventories (Note 12) 4,219
Cash and cash equivalents 16
Other assets 203
Total assets 4,438
LIABILITIES
Other liabilities 247
Total liabilities 247
Fair value of acquired asset 4,191
Total purchase consideration 4,191

Source: Unaudited financial information

BTR HELLAS S.M.IKE
ASSETS
22.06.2022
Investment Property (Note 6) 5,526
Cash and cash equivalents 833
Other assets 75
Total assets 6,434
LIABILITIES
Borrowings (Note 17) 1,640
Other liabilities 1,300
Total liabilities 2,940
Fair value of acquired asset 3,494
Total purchase consideration 3,494
Source: Unaudited financial information
BTR HELLAS II S.M.IKE 22.06.2022
ASSETS
Investment Property (Note 6) 1,714
Cash and cash equivalents 39
Total assets 1,753
LIABILITIES
Other liabilities 14
Total liabilities 14
Fair value of acquired asset 1,739
Total purchase consideration 1,739

Source: Unaudited financial information

NOTE 9: Investments in Subsidiaries

Country of
Incorporation
Unaudited Tax
Years
Group Company
Subsidiaries 30.06.2022 31.12.2021 30.06.2022 31.12.2021
Karolou Touristiki S.A. Greece 2016 –2021 100.00% 100.00% 100.00% 100.00%
Anaptixi Fragokklisia Real Estate
S.A.
Greece 2018 – 2021 100.00% 100.00% 100.00% 100.00%
Irinna Ktimatiki S.A Greece 2017 – 2021 100.00% 100.00% 100.00% 100.00%
ILDIM S.M.S.A Greece 2018 – 2021 100.00% 100.00% 100.00% 100.00%
MILORA S.M.S.A. Greece 2019 – 2021 100.00% 100.00% 100.00% 100.00%
New Metal Expert S.M.S.A. Greece 2018 – 2021 100.00% 100.00% 100.00% 100.00%
Panterra S.A Greece 2019 – 2021 100.00% 100.00% 100.00% 100.00%
ILIDA OFFICE S.A. Greece 2018 – 2021 100.00% 100.00% 100.00% 100.00%
THRIASEUS S.A. Greece 2021 97.57% - 97.57% -
BTR HELLAS S.Μ.ΙΚΕ Greece 2018 – 2021 100.00% - 100.00% -
BTR HELLAS II S.M.ΙΚΕ Greece 2019 – 2021 100.00% - 100.00% -
WISE ATHANASSIA S.M.IKE Greece 2020 - 2021 100.00% - 100.00% -
WISE LOUISA S.M.S.A. Greece 2019 – 2021 100.00% - 100.00% -
THERMOPYLON 77 S.M.ΙΚΕ Greece 2018 – 2021 100.00% - 100.00% -
Egnatia Properties S.A. Romania 2016 – 2021 99.96% 99.96% 99.96% 99.96%
PNG Properties EAD Bulgaria 2017 – 2021 100.00% 100.00% 100.00% 100.00%
I & B Real Estate EAD Bulgaria 2016 – 2021 100.00% 100.00% 100.00% 100.00%
Quadratix Ltd. Cyprus 2016 – 2021 100.00% 100.00% 100.00% 100.00%
Lasmane Properties Ltd. Cyprus 2016 – 2021 100.00% 100.00% 100.00% 100.00%
Aphrodite Springs Public Limited Cyprus 2015 – 2021 96.23% 96.23% 96.23% 96.23%
CYREIT AIF Variable Investment
Company Plc
Cyprus 2018 – 2021 88.23% 88.23% 88.23% 88.23%

All amounts expressed in € thousand, unless otherwise stated

Letimo Properties Ltd.(2) Cyprus 2017 – 2021 88.23% 88.23% - -
Elizano Properties Ltd. (2) Cyprus 2016 – 2021 88.23% 88.23% - -
Artozaco Properties Ltd. (2) Cyprus 2016 – 2021 88.23% 88.23% - -
Consoly Properties Ltd. (2) Cyprus 2016 – 2021 88.23% 88.23% - -
Smooland Properties Ltd. (2) Cyprus 2016 – 2021 88.23% 88.23% - -
Threefield Properties Ltd. (2) Cyprus 2016 – 2021 88.23% 88.23% - -
Bascot Properties Ltd. (2) Cyprus 2016 – 2021 88.23% 88.23% - -
Nuca Properties Ltd. (2) Cyprus 2017 –2021 88.23% 88.23% - -
Vanemar Properties Ltd. (2) Cyprus 2016 – 2021 88.23% 88.23% - -
Alomnia Properties Ltd. (2) Cyprus 2016 – 2021 88.23% 88.23% - -
Kuvena Properties Ltd. (2) Cyprus 2017 – 2021 88.23% 88.23% - -
Azemo Properties Ltd. (2) Cyprus 2017 – 2021 88.23% 88.23% - -
Ravenica Properties Ltd. (2) Cyprus 2017 – 2021 88.23% 88.23% - -
Wiceco Properties Ltd. (2) Cyprus 2017 – 2021 88.23% 88.23% - -
Lancast Properties Ltd. (2) Cyprus 2016 – 2021 88.23% 88.23% - -
Rouena Properties Ltd. (2) Cyprus 2017 –2021 88.23% 88.23% - -
Allodica Properties Ltd. (2) Cyprus 2016 – 2021 88.23% 88.23% - -
Vameron Properties Ltd. (2) Cyprus 2016 – 2021 88.23% 88.23% - -
Orleania Properties Ltd. (2) Cyprus 2017 – 2021 88.23% 88.23% - -
Primaco Properties Ltd. (2) Cyprus 2016 – 2021 88.23% 88.23% - -
Arleta Properties Ltd. (2) Cyprus 2017 – 2021 88.23% 88.23% - -
Panphila Investments Limited Cyprus 2021 100.00% 100.00% 100.00% 100.00%
Nash S.r.L. Italy 2016 – 2021 100.00% 100.00% 100.00% 100.00%
Prodea Immobilaire SrL. Italy 2020 – 2021 92.70% 97.56% 92.70% 97.56%
Picasso Lux S.a.r.l. SICAF-RAIF(1) Luxemburg - 80.00% 80.00% 80.00% 80.00%
Picasso Fund(3) Italy 2016 – 2021 80.00% 80.00% - -
CI Global RE S.a.r.l. SICAF-RAIF(1) Luxemburg - 80.00% 80.00% 80.00% 80.00%
Tarvos Fund (4) Italy 2016 – 2021 80.00% 80.00% - -
Euclide S.r.l. (4) Italy 2016 – 2021 80.00% 80.00% -

(1) The Company owns 80% of the share capital of the companies Picasso Lux S.a.r.l. SICAF-RAIF and CI Global RE S.a.r.l. SICAF-RAIF representing 46.2% of the economic rights of those companies.

(2) These companies are 100% subsidiaries of the company CYREIT AIF Variable Investment Company Plc.

(3) The company Picasso Fund is 100% subsidiary of Picasso Lux S.a.r.l. SICAF-RAIF.

(4) The companies Tarvos Fund and Euclide S.r.l. are 100% subsidiaries of the company CI Global RE S.a.r.l. SICAF-RAIF.

The subsidiaries are consolidated with the full consolidation method.

The financial years 2016 up to 2020 of Karolou Touristiki S.A. have been audited by the elected under L. 4548/2018 statutory auditor, in accordance with article 82 of L. 2238/1994 and the article 65Α of L. 4174/2013 and the relevant tax audit certificates were issued with no qualification. Until the date of approval of the Financial Statements, the tax audit by the statutory auditor for the year 2021 has not been completed and is not anticipated to incur significant tax liabilities other than which have been already presented in the Financial Statements.

The financial years 2018 up to 2020 for the companies Irina Ktimatiki S.A., Anaptixi Fragokklisia Real Estate S.A. and ILIDA OFFICE S.A. have been audited by the elected under L. 4548/2018 statutory auditor, in accordance with article 82 of L. 2238/1994 and the article 65Α of L. 4174/2013 and the relevant tax audit certificates were issued with no qualification. The financial year 2018 of ILDIM M.S.A. has not been audited for tax purposes by the Greek tax authorities and consequently the tax obligations for this year are not considered final. However, the Management estimates that the results of future tax audits may be conducted by the tax authorities, and will not have a material effect on the financial position of the Company. The financial years 2019 and 2020 have been audited by the elected under L. 4548/2018 statutory auditor, in accordance with article 82 of L. 2238/1994 and the article 65Α of L. 4174/2013 and the relevant tax audit certificate was issued with no qualification. The financial years 2019 and 2020 of PANTERRA S.A have been audited by the elected under L. 4548/2018 statutory auditor, in accordance with article 82 of L. 2238/1994 and the article 65Α of L. 4174/2013 and the relevant tax audit certificate was issued with no qualification. Until the date of approval of the Interim Condensed Financial Statements, the tax audit by the statutory auditor for the year 2021 has not been completed and is not anticipated to incur significant tax liabilities other than which have been already presented in the Interim Condensed Financial Statements.

All amounts expressed in € thousand, unless otherwise stated

According to POL. 1006/05.01.2016, the companies for which a tax audit certificate with no qualifications is issued, are not exempted from tax audit for offenses of tax legislation by the tax authorities. Therefore, the tax authorities may come back and conduct their own tax audit. However, the Management estimates that the results of future tax audits may be conducted by the tax authorities and will not have a material effect on the financial position of the companies.

Below is presented an analysis of the cost of investments in subsidiaries as it is presented in the Company's Interim Condensed Statement of Financial Position as at June 30, 2022 and December 31, 2021:

Cost of Investment 30.06.2022 31.12.2021
Nash S.r.L. 53,160 52,870
Egnatia Properties S.A. 20 20
Quadratix Ltd. 10,802 10,802
Karolou Touristiki S.A. 4,147 4,147
PNG Properties EAD 441 441
Lasmane Properties Ltd. 16,010 13,710
Anaptixi Fragokklisia Real Estate S.A. 22,200 22,200
Irina Ktimatiki S.A. 5,174 11,174
I & B Real Estate EAD 40,142 40,142
Aphrodite Springs Public Limited 7,109 7,109
CYREIT AIF Variable Investment Company Plc 140,437 140,437
ILDIM M.S.A. 3,012 3,012
Prodea Immobiliare SrL 10,581 10,093
MILORA M.S.A. 1,558 1,558
New Metal Expert S.Μ.S.A. 15,183 15,183
Panterra S.A 51,938 51,938
ILIDA OFFICE S.A. 10,886 10,886
Panphila Investments Limited 100 100
Picasso Lux S.a.r.l. SICAF-RAIF 41,512 41,512
CI Global RE S.a.r.l. SICAF-RAIF 25,225 25,225
THRIASEUS S.A. 6,732 -
BTR HELLAS S.Μ.ΙΚΕ 6,663 -
BTR HELLAS II S.M.ΙΚΕ 2,040 -
WISE ATHANASSIA S.M.IKE 5,091 -
WISE LOUISA S.M.S.A. 4,646 -
THERMOPYLON 77 S.M.ΙΚΕ 3,020 -
Total 487,829 462,559

During the first semester of 2022 the Company contributed an amount of €290 as capital contribution in the company Nash S.r.L.

On March 17, 2022, the Extraordinary General Meeting of Shareholders of Lasmane Properties Ltd decided to increase its share capital by €2,300 with the issue of 2,300,000 new shares of a par value of €1 each (amount in €).

On March 23, 2022, the Extraordinary General Meeting of the Shareholders of Irina Ktimatiki S.A. decided to decrease its share capital by €6,000 by canceling 600,000 ordinary shares of a par value of €10 each (amount in €).

On April 18, 2022, the Company proceeded with the acquisition of 80% of the share capital of the company THRIASEUS SA. The consideration for the acquisition of the shares amounted to €528, out of which an amount of €388 had been paid until June 30, 2022 while the remaining amount of €140 is presented under "Trade and other liabilities" in the Interim Condensed Statement of Financial Position of the Group and the Company in the period ended June 30, 2022. On May 31, 2022, THRIASEUS S.A. proceeded with the acquisition of 17 plots of land in the area of Aspropyrgos, Attica, with a total area of 111 thousand sq.m on which the company aims to develop Logistics Center with modern specifications with a total area of 39.8 thousand sq.m.. Furthermore, on May 23, 2022, the Company signed a sale and purchase agreement for the acquisition of the remaining share capital of THRIASEUS SA. subject to the successful development of the Logistics Center. The consideration for the purchase of the shares will be calculated according to the terms of the agreement considering the NAV of the company at the date of the acquisition. Finally, on June 23, 2022, the Extraordinary General Meeting of the shareholders of THRIASEUS S.A. decided to increase the company's share capital by €6,240 with the issuance of 1,040,000 new ordinary shares of a par value of €1 (amount in euros) and an issue price of €6 (amount in euros) each. In the above increase, the company's minority shareholder partially exercised his preemptive right, resulting in the Company's share in THRIASEUS SA on June 30, 2022. to 97.57%

On April 28, 2022 the Company contributed an amount of €488 as capital contribution to the company Prodea Immobiliare S.r.L. On May 12, 2022 Prodea Immobiliare S.r.L. proceeded in share capital increase by €500, in which the Company did not participate and was fully covered by the other shareholder, consequently the share of Company's participation in Prodea Immobiliare S.r.L reached to 92.7%.

On June 22, 2022, the General Meeting of Partners of BTR HELLAS II S.M.IKE decided to increase the company capital by €300 with the issuance of 30,000 new company shares with a par value of €10 each (amount in €). The amount is presented under "Trade and other liabilities" in the Company's Interim Condensed Statement of Financial Position as at June 30, 2022 and was paid on July 1, 2022.

On June 22, 2022, the General Meeting of Partners of BTR HELLAS S.M.IKE decided to increase the company capital by €3,169 with the issuance of 316,910 new company shares with a par value of €10 each (amount in €). An amount of €1,204 was paid on the same day while an amount of €1,965 is presented in the "Suppliers and Other Liabilities" section of the Company's Interim Condensed Statement of Financial Position as at June 30, 2022 and was paid on July 1, 2022.

On June 22, 2022, the General Meeting of the Partners of THERMOPYLON 77 S.M.IKE company decided to increase the company capital by €800 with the issuance of 80,000 new company shares with a par value of €10 each (amount in €). The amount is presented under "Trade and other liabilities" in the Company's Interim Condensed Statement of Financial Position as at June 30, 2022 and was paid on July 1, 2022.

On June 22, 2022, the General Meeting of the Partners of the company WISE ATHANASIA S.M.IKE decided to increase the company capital by €900 with the issuance of 90,000 new company shares with a par value of €10 each (amount in €). The amount is presented under "Trade and other liabilities" in the Company's Interim Condensed Statement of Financial Position as at June 30, 2022 and was paid on July 1, 2022.

Group Company
Investments in joint ventures Country Unaudited
tax years
30.06.2022 31.12.2021 30.06.2022 31.12.2021
EP Chanion S.A. Greece 2016 – 2021 40% 40% 40% 40%
RINASCITA S.A. Greece 2018 – 2021 35% 35% 35% 35%
PIRAEUS TOWER S.A. Greece 2020 - 2021 30% 30% 30% 30%
MHV Mediterranean Hospitality
Venture Limited
Cyprus 2018 - 2021 25% 25% 25% 25%
ΟΥRΑΝΙΑ Investments S.M.S.A. Greece 2020 – 2021 35% 35% 35% 35%
IQ HUB S.M.S.A. Greece 2019 – 2021 35% 35% 35% 35%
Five Lakes Fund Italy - 75% - 75% -

Note 10: Investments in joint ventures

Cost of investments
Group Company
30.06.2022 31.12.2021 30.06.2022 31.12.2021
Investments in joint ventures
EP Chanion S.A. 2,025 4,869 1,542 4,180
RINASCITA S.A. 3,258 2,947 2,143 2,143
PIRAEUS TOWER S.A. 2,186 2,483 2,280 2,280
MHV Mediterranean Hospitality Venture Limited 79,103 86,208 64,153 74,153
OURANIA Investment S.Μ.S.A 2,502 2,644 1,934 1,934
IQ HUB S.Μ.S.A. 5,095 5,821 2,606 2,606
Five Lakes Fund 27,366 - 27,487 -
Total 121,535 104,972 102,145 87,296

On February 18, 2022, the Extraordinary General Meeting of the Shareholders of EP Chanion S.A. decided to decrease its share capital by €6,595 with a reduction at the par value of each share by €53 (amount in €), i.e. from €63 (amount in €) to €10 (amount in €). The Company received an amount of €2,638, in proportion to its share in the share capital of EP Chanion S.A.

On May 31, 2022, MHV's shareholders approved the decrease of the company's share capital by a total amount of €40,000, through the liquidation of 40,000 redeemable preferred shares of a par value of €1 each. The Company, in proportion to its share in the share capital of MHV, collected an amount of €10,000.

On June 26, 2022, the company Fondo Five Lakes – Real Estate reserved closed-end Fund (Italian Real Estate Reserved AIF) (herein "Five Lakes") was incorporated in Italy. On June 30, 2022, the company capital amounts to €36,650 and is divided into 3,665 company shares of €10 each. The Company owns 75% of the company shares amounting to €27,487, of which €26,987 has already been paid while an amount of €500 is included under "Trade and Other Liabilities" in the Interim Condensed Statement of Financial Position as at June 30, 2022. In addition, the Company is committed to pay an additional amount of €11,513 for its share over Five Lakes with the issue of new company shares (total investment €39,000). The company is presented as investment in joint ventures. Subsequent to June 30, 2022, Five Lakes completed the acquisition of a hotel in Italy (Note 31).

For the period ended June 30, 2022, the Group's share of loss from joint ventures amounted to €772 as analysed below:

  • Gain of €410 from MHV
  • Gain of €311 from RINASCITA S.A.
  • Loss of €297 from PIRAEUS TOWER S.A.
  • Loss of €206 from EP CHANION S.A.
  • Loss of €726 from IQ HUB S.Μ.S.A
  • Loss of €142 from OURANIA INVESTMENT S.M.S.A
  • Loss of €122 from Five Lakes

In addition, the Interim Condensed Statement of Total Comprehensive Income for the six-month period ending June 30, 2022 includes other comprehensive income from the share in the MHV joint venture amounting to €2,486.

NOTE 11: Trade and Other Assets

Group Company
30.06.2022 31.12.2021 30.06.2022 31.12.2021
Trade receivables 45,477 58,959 38,447 51,172
Trade receivables from related parties (Note 30) 13 17 13 17
Receivables from Greek State 8,347 8,368 2,194 2,645
Prepaid expenses 7,790 5,072 5,924 4,274
Other receivables 17,904 17,756 16,047 15,936
Other receivables from related parties (Note 30) 175 11,250 35,980 27,575
Less: Provisions for expected credit loss (3,770) (2,727) (1,303) (880)
Total 75,936 98,695 97,302 100,739

At each balance sheet date, the Group and the Company carry out an impairment test on trade and other receivables. The Management of the Group and the Company, evaluating the risks related to the collection of the above trade and other receivables, decided to record a provision of expected credit loss. From the record of the provision of expected credit loss, a loss of €1,043 and a loss of €423 were recognized for the Group and the Company respectively, for the six-month period ended June 30. 2022. These amounts are included in the line "Net impairment loss on financial assets" of the Interim Condensed Income Statement for the period ended June 30, 2022.

As at June 30, 2022 the trade receivables of the Group and the Company include an amount of €30,774 which relates to the remaining consideration amount from the disposal of 20% of the stake in Picasso Lux in March 2021.

The Group's and the Company's trade receivables as at June 30, 2022 include an amount of €812 and €653, respectively, (December 31, 2021: €793 for the Group and €647 for the Company, respectively) relating to lease incentives under certain lease agreements. The accounting treatment of these incentives, according to the relevant accounting standards, provides for their partial amortisation over the life of each lease.

The decrease in other receivables from related parties of the Group as at June 30, 2022 compared to December 31, 2021 relates mainly to the collection of €11,250 on February 11, 2022, which related to the Company's receivable from the decrease of MHV's share capital.

The Company's receivables from Greek State mainly relate to capital accumulation tax of €1,752 paid by the Company on September 16, 2014 and September 17, 2014. Upon payment of this tax, the Company expressed its reservation on the obligation to pay the tax and at the same time it requested the refund of this amount as a result of paragraph 1, article 31 of L.2778/1999, which states that "the shares issued by a REIC and the transfer of properties to a REIC are exempt of any tax, fee, stamp duty, levies, duties or any other charge in favor of the State, public entities and third parties in general". Regarding the payment of the aforementioned tax, because of the lack of response from the relevant authority after a three-month period, the Company filed an appeal. The Company's Management, based on the opinion of its legal counsels and the fact that on May 27, 2020 the Company received the amount of €5,900 related to capital accumulation tax paid by the Company on April 14, 2010 considers that the reimbursement of the remaining amount is virtually certain.

The analysis of other receivables is as follows:

Group Company
30.06.2022 31.12.2021 30.06.2022 31.12.2021
Prepayments for the acquisition of companies 15,257 14,585 15,257 14,585
Other 2,647 3,171 790 1,351
Total 17,904 17,756 16,047 15,936

NOTE 12: Inventories

Group Company
30.06.2022 31.12.2021 30.06.2022 31.12.2021
Land under development 4,517 4,517 4,517 4,517
Building (Offices) under construction 41,136 33,439 - -
Residential properties under development 11,300 - - -
Impairment of inventories (5,131) (2,640) - -
Total 51,822 35,316 4,517 4,517

On June 22, 2022 the Group acquired 100% of the share capital of WISE LOUISA SA. and 100% of the company shares of the companies THERMOPYLON 77 M.IKE and WISE ATHANASIA M.IKE, which are owners of land plots on which residential properties for sale will be developed (Note 8). The acquisition consideration amounted to €11,300 (Note 8), while their fair value on the date of the acquisition and on June 30, 2022, according to a relevant valuation performed by the independent valuers, amounted to €11,011.

The impairment of inventories for the period ended June 30, 2022 amounted to €2,491 and has been recorded under "Net impairment loss on non - financial assets " in the Group's Interim Condensed Statement of Total Comprehensive Income for the six-month period ended June 30, 2022.

NOTE 13: Cash and Cash Equivalents

Group Company
30.06.2022 31.12.2021 30.06.2022 31.12.2021
Cash in hand 4 4 1 1
Sight and time deposits 205,695 304,628 156,899 256,631
Total 205,699 304,632 156,900 256,632

The fair value of the Group's cash and cash equivalents is estimated to approximate their carrying value.

As at June 30, 2022, sight and time deposits of the Group and the Company include pledged deposits amounted to €6,720 and €1,956 respectively (December 31, 2021: €7,063 for the Group and €2,163 for the Company,respectively), in accordance with the provisions of the loan agreements.

Reconciliation to cash flow statement Group Company
30.06.2022 30.06.2021 30.06.2022 30.06.2021
Cash in hand 4 3 1 1
Sight and time deposits 205,695 67,571 156,899 34,049
Cash and cash equivalents associated with assets
held for sale
- 4,258 - -
Total 205,699 71,832 156,900 34,050

NOTE 14: Share Capital & Share Premium

Group Company
No of Shares Share Capital Share Premium
Balance at June 30, 2022 and December 31, 2021 255,494,534 692,390 15,890 15,970

The total paid up share capital of the Company as at June 30,2022 and December 31, 2022 amounted to €692,390 divided into 255,494,534 ordinary shares with voting rights with a par value of €2.71 per share.

The Company does not hold own shares.

NOTE 15: Reserves

Group Company
30.06.2022 31.12.2021 30.06.2022 31.12.2021
Statutory reserve 40,171 35,896 38,696 34,798
Special reserve 323,987 323,987 323,987 323,987
Revaluation reserve 2,628 142 214 214
Other reserves 486 578 (18) (18)
Total 367,272 360,603 362,879 358,981

According to article 158 of C.L. 4548/2018, as in force, the Company is required to withhold from its net profit a percentage of 5% per year as statutory reserve until the total statutory reserve amounts to the 1/3 of the paid share capital. The statutory reserve cannot be distributed throughout the entire life of the Company.

Special reserve amounting to €323,987 relates to the decision of the Extraordinary General Meeting of the Company's Shareholders held on August 3, 2010 to record the difference between the fair value and the tax value of the contributed properties on September 30, 2009 by NBG, established upon the incorporation of the Company.

NOTE 16: Non-controlling interests

The Group's non‐controlling interests amount to €129,262 as at June 30, 2022 (December 31, 2021: €129,659) arising from the companies Aphrodite Springs Public Limited (ASPL), CYREIT AIF Variable Investment Company Plc (CYREIT), Prodea Immobiliare, Picasso Lux S.a.r.l. SICAF-RAIF (Picasso Lux), CI Global RE S.a.r.l. SICAF-RAIF (CI Global) and Thriaseus S.A.

They represent 3.77% of ASPL equity, 11.77% of CYREIT equity, 7.3% of Prodea Immobiliare equity, 53.8% of Picasso Lux and CI Global equity and 2.43% of Thriaseus S.A equity.

As at December 31, 2021, non-controlling interests include Aphrodite Springs Public Limited (ASPL), CYREIT AIF Variable Investment Company Plc (CYREIT), Prodea Immobiliare S.r.L., Picasso Lux S.a.r.l. SICAF-RAIF (Picasso Lux) and CI Global RE S.a.r.l. SICAF-RAIF (CI Global). Non-controlling interests represent 3.77% of ASPL equity, 11.77% of CYREIT equity, 2.44% of Prodea Immobiliare equity and 53.8% of Picasso Lux and CI Global equity.

The basic financial data of these companies are presented below. The amounts disclosed for each subsidiary are before inter‐company eliminations:

Condensed Statement of financial position as at June 30,
2022
CYREIT Picasso
Lux
CI Global Other
companies
Total
Non-current assets 174,602 222,475 106,700 41,508
Current assets 15,797 9,228 3,936 1,482
Long-term liabilities (5,304) (296) (938) (3,153)
Short-term liabilities (5,010) (103,279) (39,192) (5,299)
Equity 180,085 128,128 70,506 34,538
Equity attributable to non-controlling interests 21,196 68,933 37,584 1,549 129,262

Condensed Statement of financial position as at
December 31, 2021
CYREIT Picasso
Lux
CI Global Other
companies
Total
Non-current assets 172,403 225,015 107,389 34,280
Current assets 13,429 15,759 3,707 467
Long-term liabilities (4,966) (291) (921) (3,273)
Short-term liabilities (1,125) (112,406) (37,532) (5,206)
Equity 179,741 128,077 72,643 26,268
Equity attributable to non-controlling interests 21,155 68,905 38,7341 865 129,659
Condensed income statement for the period ended June
30, 2022
CYREIT Picasso
Lux
CI
Global
Other
companies
Revenue 4,479 6,873 3,690 212
Profit / (Loss) for the period 4,344 52 (2,136) 370
Profit / (Loss) for the period attributable to non
controlling interests
511 28 (1,149) (1)
Dividend paid to non-controlling interests 436 - - -
Condensed income statement for the period ended June AHRL Picasso CI Other
30, 2021 Lux Global companies
Revenue 10,681 3,559 1,729 4,519
Profit / (Loss) for the period (1,737) (81) 2,275 2,059
Profit / (Loss) for the period attributable to non-controlling
interests
(695) (44) 1,224 232
Dividend paid to non-controlling interests - - - 471
Condensed cash flow statement for the period ended June
30, 2022
CYREIT Picasso
Lux
CI
Global
Other
companies
Net cash flows from / (for) operating activities 2,482 8,025 1,968 (514)
Net cash flows from / (for) investing activities (540) (12,566) (1,231) -
Net cash flows from / (for) from financing activities (436) - (624) 1,000
Net increase / (decrease) in cash and cash equivalents 1,506 (4,541) 113 486
Condensed cash flow statement for the period ended June
30, 2021
AHRL Picasso
Lux
CI Global Other
companies
Net cash flows from / (for) operating activities 4,334 (408) (137) 1,411
Net cash flows from / (for) investing activities (166) (19) (1,866) (2)
Net cash flows from / (for) from financing activities (2,798
)
(1,120) (312) (411)
Net increase / (decrease) in cash and cash equivalents 1,370 (1,547) (2,315) 998

NOTE 17: Borrowings

All borrowings have variable interest rates, with the exception of the ''green'' bond which has a fixed rate. The Group is exposed to fluctuations in interest rates prevailing in the market and which affect its financial position, its income statement and its cash flows. Cost of debt may increase or decrease as a result of such fluctuations.

1 Equity attributable to non-controlling interests does not include an amount of €1,000 contributed by the shareholders in a special reserve in proportion to their nominal participation in the share capital of CI Global.

On February 11, 2022 the Company fully repaid the Bond Loan dated 18.04.2019 with the Bank of Cyprus of an amount of €27,600, which was included in the short-term borrowings at the Statement of Financial Position of the Group and the Company as at December 31, 2021.

On March 24, 2022, the company Irinna Ktimatiki S.A. proceeded with the signing of a bond loan agreement for an amount of up to €9,000 with Alpha Bank SA. The bond loan has a six-years maturity with a 3-month Euribor rate plus a margin of 2.55% per annum. The loan will be used for the repayment of other existing borrowings and to serve the company's general business needs. On April 20, 2022, an amount of €8,500 was disbursed, out of which an amount of €3,295 was utilized on the same day for the repayment of existing borrowings.

On April 19, 2022, the Company proceeded with the signing of a bond loan agreement for an amount of up to €75,000 with Eurobank S.A. The loan has a five-years maturity with a 3-month Euribor rate plus a margin of 2.60% per annum. The loan will be used for the repayment of other existing borrowings and new investments. Until June 30, 2022, an amount of €20,460 has been disbursed.

In the context of a prudent financial management policy, the Company's Management seeks to manage its borrowing (short-term and long-term) by utilizing a variety of financial sources and in accordance with its business planning and strategic objectives. The Company assesses its financing needs and the available sources of financing in the international and domestic financial markets and investigates any opportunities to raise additional funds by issuing loans in these markets.

Group Company
30.06.2022 31.12.2021 30.06.2022 31.12.2021
Long-term
Bond loans 1,032,761 1,004,541 994,366 974,227
Other borrowed funds 45,649 45,209 - -
Long-term borrowings 1,078,410 1,049,750 994,366 974,227
Short-term
Bond loans 4,573 32,798 3,693 31,958
Other borrowed funds 168,814 170,582 25,051 25,020
Short-term borrowings 173,387 203,380 28,744 56,978
Total 1,251,797 1,253,130 1,023,110 1,031,205

As at June 30, 2022, short-term borrowings of the Group and the Company include an amount of €4,011 and €3,838 respectively, which relates to accrued interest expense on the bond loans (December 31, 2021: €4,099 for the Group and the Company) and an amount of €409 for the Group and €51 for the Company, which relates to accrued interest expense on other borrowed funds (December 31, 2021: €688 for the Group and €20 for the Company, respectively).

The maturity of the Group's borrowings is as follows:

Group Company
30.06.2022 31.12.2021 30.06.2022 31.12.2021
Up to 1 year 173,387 203,380 28,744 56,978
From 1 to 5 years 463,906 654,781 420,682 612,212
More than 5 years 614,504 394,969 573,684 362,015
Total 1,251,797 1,253,130 1,023,110 1,031,205

The contractual re-pricing dates are limited to a maximum period of up to 6 months.

The average effective interest rate of the Group's borrowings amounts to 2.63% (December 31, 2021: 2.66%) and the weighted average remaining duration of the loans is 4.4 years.

The Group is not exposed to foreign exchange risk in relation to the borrowings, as all borrowings are denominated in the functional currency, except for the loan of I&B Real Estate EAD located in Bulgaria, which is in foreign currency (BGN), the rate of which is fixed according to European Central Bank.

The securities over the Group's loans, including the collaterals on properties, are listed below:

  • On 45 properties of the Company a prenotation of mortgage was established in favour of National Bank of Greece S.A. (as bondholder agent) for an amount of €360,000. The balance of the bond loan on June 30,2022 amounted to €183,010 and the fair value of the properties amounted to €435,072. In addition, all rights of the Company, arising from the lease contracts of the above properties, have been assigned in favour of the lender.
  • On 23 properties of the Company a prenotation of mortgage was established in favour of the National Bank of Greece S.A. for an amount of €120,000. The balance of the bond loan on June 30,2022 amounted to €59,775 and the fair value of the properties amounted to €103,731. In addition, all rights of the Company, arising from the lease contracts of the above properties, have been assigned in favour of the lender.
  • On 33 properties of the Company a prenotation of mortgage was established in favour of Piraeus Bank S.A. for an amount of €144,000. The balance of the bond loan on June 30,2022 amounted to €113,528 and the fair value of the properties amounted to €245,938. In addition, all rights of the Company, arising from the lease contracts of the above properties, have been assigned in favour of the lender.
  • On 3 properties of the Company a prenotation of mortgage was established in favour of Piraeus Bank S.A. for an amount of €24,000. The balance of the bond loan on June 30,2022 amounted to €19,429 and the fair value of the properties amounted to €37,806. In addition, all rights of the Company, arising from the lease contracts of the above properties, have been assigned in favour of the lender.
  • On 84 properties of the Company a prenotation of mortgage was established in favour of Alpha Bank S.A. for an amount of €336,000. The balance of the bond loan on June 30,2022 amounted to €221,445 and the fair value of the properties amounted to €361,268. In addition, all rights of the Company, arising from the lease contracts of the above properties, have been assigned in favour of the lender.
  • The entire share capital of the company CYREIT AIF Variable Investment Company Plc (management and investment shares) is collateral in favor of Bank of Cyprus Public Company Limited, for all amounts due under the bond loan agreement of up to €90,000 signed on April 12, 2019. The balance of the bond loan on June 30,2022 amounted to €90,000.
  • Four properties owned by Picasso Fund are burdened with a first class mortgage in favour of Banca IMI S.p.A. for an amount of €204,000. The balance of the loan on June 30,2022 amounted to €87,720 and the fair value of the properties amounted to €181,650. In addition, all rights of Picasso Fund arising from the lease agreements have been assigned in favour of the lender.
  • Nine properties owned by Picasso Fund are burdened with first class mortgage in favour of Intesa SanPaolo S.p.A. for an amount of €19,700. The balance of the loan on June 30,2022 amounted to €8,750 and the fair value of the properties amounted to €19,725. In addition, all rights of Picasso Fund arising from the lease agreements have been assigned in favour of the lender.
  • One property owned by the subsidiary Quadratix Ltd. is burdened with mortgage in favour of Bank of Cyprus Public Company limited for an amount of €16,500. In addition, the entire share capital of Quadratix Ltd. is collateral in favour of Bank of Cyprus Public Company Limited, for all amounts due under the loan agreement, all rights of Quadratix Ltd. arising from the lease agreement with Sklavenitis Cyprus Limited have been assigned in favour of the lender and the assets of the subsidiary are burdened with floating charge in favour of Bank of Cyprus Public Company Limited. It is noted that the Company has given a corporate guarantee up to the amount of €5,000 for liabilities of Quadratix Ltd. under the abovementioned loan agreement. The balance of the loan on June 30,2022 amounted to €11,688 and the fair value of the properties amounted to €28,573.

  • Two properties owned by the subsidiary Egnatia Properties S.A. are burdened with mortgage in favour of Bank of Cyprus Public Company Limited for an amount of €6,405. The balance of the loan on June 30,2022 amounted to €5,918 and the fair value of the properties amounted to €7,150. In addition, all rights of Egnatia Properties arising from the lease agreements for the abovementioned properties have been assigned in favour of the lender.
  • On one property owned by the subsidiary Irinna Ktimatiki S.A. a prenotation of mortgage was established in favour of Alpha Bank S.A. for an amount of €11,700. Moreover, the entire share capital of Irinna Ktimatiki S.A. is collateral in favour of Alpha Bank S.A, for all amounts due under the loan agreement. The balance of the bond loan on June 30,2022 amounted to €8,500 and the fair value of the properties amounted to €19,031.
  • The property owned by the subsidiary I&B Real Estate EAD is burdened with mortgage in favour of Eurobank Bulgaria AD for an amount of €29,970. The balance of the loan on June 30,2022 amounted to €29,970 and the fair value of the properties amounted to €88,540. Moreover, the entire share capital of I&B Real Estate EAD is collateral in favour of Eurobank Bulgaria AD for all amounts due under the loan agreement. Finally, all rights of I&B Real Estate arising from the lease agreements have been assigned in favour of the lender.
  • On ten properties owned by Tarvos Fund are burdened with mortgage in favour of JPMorgan Chase Bank National Association for an amount of €93,600. The balance of the loan on June 30,2022 amounted to €34,078 and the fair value of the properties amounted to €106,060.
  • On the property owned by the company ILIDA OFFICE S.A a prenotation of mortgage was established in favour of Eurobank S.A. for an amount of €54,158. The balance of the bond loan on June 30,2022 amounted to €30,657 and the fair value of the properties amounted to €46,695. Moreover, the entire share capital of ILIDA OFFICE S.A. is collateral in favour of Eurobank S.A. for all amounts due under the loan agreement. Finally, all rights of ILIDA OFFICE S.A. arising from the lease agreements have been assigned in favour of the lender.
  • On 9 properties in Greece owned by the Company, subsequent to June 30, 2022, a prenotation of mortgage was established in favour of Eurobank S.A. for an amount of €90,000. The balance of the loan on June 30,2022 amounted to €20,460 and the fair value of the properties amounted to €49,190. In addition, all rights of the Company arising from the lease agreements for the abovementioned properties have been assigned in favour of the lender.
  • On 2 properties owned by the company BTR HELLAS S.Μ.ΙΚΕ, a prenotation of mortgage was established in favour of Alpha Bank S.A. for an amount of €2,370. The balance of the loan on June 30,2022 amounted to €1,650 and the fair value of the properties amounted to €3,071.
  • On the property owned by the company WISE LOUISA S.M.S.A, a prenotation of mortgage was established in favour of Optima bank S.A. for an amount of €1,800. The balance of the loan on June 30,2022 amounted to €1,000 and the fair value of the properties amounted to €5,070.
  • The entire share capital of the company Panterra S.A is collateral in favor of Alpha Bank S.A., for all amounts due under the bridge loan agreement signed between the company and Alpha Bank S.A. The balance of the loan on June 30,2022 amounted to €8,000.

According to the terms of the Group's loan agreements, the Group must be in compliance with, among other, certain financial covenants. It is noted that during the period ended June 30, 2022 and during the year ended December 31, 2021, the Group complied with this obligation.

The outstanding capital of the Group's borrowings for the period ended June 30,2022 and December 31, 2021, amounted to €1,261,337 and €1,263,941, respectively. Information about secured and unsecured borrowings of the Group for the period ended June 30,2022 and December 31, 2021 is presented below:

Total
30.06.2022 Secured loans Unsecured loans borrowings
Borrowings (long-terms & short-terms) 955,019 296,778 1,251,797
Plus: Unamortized balance of capitalized loan expenses 4,554 7,070 11,624
Plus: Unamortized balance of capitalized profits from loan
agreements
2,336 - 2,336
Minus: accrued interest on loans (1,332) (3,088) (4,420)
Outstanding balance of borrowings 960,577 300,760 1,261,337
Total
31.12.2021 Secured loans Unsecured loans borrowings
Borrowings (long-terms & short-terms) 956,913 296,217 1,253,130
Plus: Unamortized balance of capitalized loan expenses 4,993 7,649 12,642
Plus: Unamortized balance of capitalized profits from loan
agreements
2,956 - 2,956
Minus: accrued interest on loans (1,642) (3,145) (4,787)
Outstanding balance of borrowings 963,220 300,721 1,263,941

NOTE 18: Trade and Other Payables

The breakdown of trade and other payables is as follows:

Group Company
30.06.2022 31.12.2021 30.06.2022 31.12.2021
Trade payables 18,920 26,224 6,439 4,987
Taxes – Levies 14,701 8,086 10,203 3,727
Deferred revenues 2,691 5,018 2,309 2,212
Lease liabilities 119 92 101 61
Other payables and accrued expenses 13,316 10,473 6,818 5,555
Other payables and accrued expenses due to related
parties (Note 30)
6,291 5,489 9,738 5,366
Total 56,038 55,382 35,608 21,908

The decrease in the trade payables of the Group as at June 30, 2022 in comparison to December 31, 2021 is mainly due to the remaining consideration of €11,400 for the acquisition of the property from Picasso Fund on February 25, 2021. The decrease was partially balanced by the increase in trade payables of the Company (increase €1,452) and of the subsidiary CI Global (increase €1,913).

Trade and other payables are short term and do not bare interest. The Group's deferred revenues relate to deferred income for the period following to June 30, 2022, according to the relevant lease agreements.

The analysis of Taxes – Levies is as follows:

Group Company
30.06.2022 31.12.2021 30.06.2022 31.12.2021
Stamp duty on leases 3,263 2,108 3,250 2,108
Unified Property Tax (ENFIA) 5,272 53 5,074 -
Foreign real estate tax 3,734 3,590 - -
Other 2,432 2,335 1,878 1,619
Total 14,701 8,086 10,202 3,727

NOTE 19: Deferred tax liabilities

Group
Deferred tax liabilities 30.06.2022 31.12.2021
Investment property 14,848 14,099
Total 14,848 14,099
Group
Deferred tax (income) / expense 30.06.2022 31.12.2021
Tax Losses 31 (21)
Investment property 749 (95)
Total 780 (116)
Movement of deferred tax liabilities:
Investment Property
Balance January 1, 2021 13,349
Charged to the Income Statement 718
Charged to the Income Statement 718
Offset with deferred tax assets 32
Balance December 31, 2021 14,099
Charged to the Income Statement 749
Balance June 30, 2022 14,848

The tax liability of the Company (and its subsidiaries in Greece) is calculated on the basis of its investments and cash and cash equivalents rather than on its profits, therefore no temporary differences arise and accordingly no deferred tax liabilities and / or assets are recognised. The same applies to the Company's indirect subsidiaries Picasso Fund and Tarvos Fund, in Italy, which are not subject to income tax.

The Company's foreign subsidiaries, Nash S.r.L., Prodea Immobiliare S.r.L, Egnatia Properties S.A., CYREIT AIF Variable Investment Company Plc, Quadratix Ltd., Lasmane Properties Ltd., PNG Properties EAD, I&B Real Estate EAD and Aphrodite Springs Public Limited are taxed based on their income (Note 27), therefore temporary differences may arise and accordingly deferred tax liabilities and / or assets may be recognized.

The Group has offset the deferred tax assets and deferred tax liabilities on an entity-by-entity basis based on the legally enforceable right to set off the recognized amounts i.e. offset current income tax assets against current tax liabilities and when the deferred income taxes relate to the same tax authority.

NOTE 20: Dividends per Share

Dividends to be distributed are not recorded if not approved by the Annual General Meeting of Company's Shareholders.

On June 7, 2022 the Annual General Meeting of the Company's Shareholders, approved the distribution of a total amount of €71,283 (i.e. 0.279 per share – amount in €) as dividend to its shareholders for the year 2021. Due to the distribution of interim dividend of a total amount of €28,104 (i.e. €0.11 per share – amount in €), following the relevant decision of the Board of Directors dated December 7, 2021, the remaining dividend to be distributed amounts to €43,179 (i.e. €0.169 per share – amount in €).

On June 8, 2021 the Annual General Meeting of the Company's Shareholders, approved the distribution of a total amount of €89,934 (i.e. 0.352 per share – amount in €) as dividend to its shareholders for the year 2020. Due to the distribution of interim dividend of a total amount of €35,769 (i.e. €0.14 per share – amount in €), following the relevant decision of the Board of Directors dated November 30, 2020, the remaining dividend that was distributed amounted to €54,165 (i.e. €0.212 per share – amount in €).

NOTE 21: Revenue

Group
From 01.01 to
Company
From 01.01 to
30.06.2022 30.06.2021 30.06.2022 30.06.2021
Rental income 73,393 63,496 50,382 45,484
Compensation due to early termination of leases 80 40 80 40
Other - 1,362 - 1,268
Total 73,473 64,898 50,462 46,792

Rental income of the Group and the Company is not subject to seasonality.

On June 30, 2021 the category "Other" refers to compensation from the Greek government of the 60% of the monthly rent for the months of January to July 2021, due to the mandatory reduction of 100% of the monthly rent for businesses that remain closed by state order due to COVID-19 pandemic.

NOTE 22: Property Taxes-Levies

For the six-month period ended June 30, 2022, property taxes - levies amounted to €9,563 and €7,245 for the Group and the Company, respectively (June 30,2021: €4,793 and €3,329 respectively) and includes ENFIA of €7,803 and €7,197 for the Group and the Company respectively (June 30,2021: €3,373 and €3,288 respectively). The increase in ENFIA is due to the fact that during the six-month period ended June 30, 2022 the Group recorded in the income statement the total amount of tax corresponding to the year 2022.

NOTE 23: Direct Property Related Expenses

Direct property related expenses include the following:

Group
From 01.01 to
Company
From 01.01 to
30.06.2022 30.06.2021 30.06.2022 30.06.2021
Valuation expenses 524 547 492 494
Fees and expenses of lawyers, notaries, land
registrars, technical and other advisors
1,324 1,133 184 873
Advisory services in relation to real estate
portfolio
2,290 3,850 1,270 2,923
Insurance expenses 574 485 259 260
Office utilities and other service charges 2,515 544 174 101
Repair and maintenance expenses 550 305 95 5
Brokerage expenses 161 130 47 117
Other expenses 143 384 1 -
Total 8,081 7,378 2,522 4,773

The decrease in fees and expenses of lawyers, notaries, land registrars, technical and other advisors and advisory services in relation to the real estate portfolio of the Group and the Company for period ended June 30,2022 compared to the period ended June 30, 2021 is due to the increased investment activity during the six-month period ended June 30, 2021.

The increase in office utilities and other service charges in the six-month period ended June 30, 2022 compared to the six-month period ended June 30, 2021 is mainly due to new investments performed by the Group within 2021.

NOTE 24: Personnel Expenses

Group
From 01.01. to
Company
From 01.01. to
30.06.2022 30.06.2021 30.06.2022 30.06.2021
Salaries 2,366 2,176 2,258 2,109
Social security costs 373 240 371 238
Profit distribution to personnel - BoD 2,254 1,984 2,254 1,984
Other expenses 97 93 97 93
Total 5,090 4,493 4,980 4,424

On June 7, 2022, the Annual General Meeting of the Company's shareholders approved the distribution of a total amount of €4,227 to the personnel and members of the BoD out of the profits of the year 2021, out of which an amount of €2,254 is included in the item "Personnel expenses" in the Interim Condensed Income Statement for the period ended June 30, 2022 and an amount of €1,973 is included in the item "Personnel expenses" in the Income Statement for the year ended December 31, 2021.

On June 8, 2021, the Annual General Meeting of the Company's shareholders approved the distribution of a total amount of €4,039 to the personnel and members of the BoD out of the profits of the year 2020, out of which an amount of €1,984 is included in the item "Personnel expenses" in the Interim Condensed Income Statement for the period ended June 30, 2022 and an amount of €2,055 was included in the item "Personnel expenses" in the Income Statement for the year ended December 31, 2020.

NOTE 25: Other Expenses

Group
From 01.01. to
Company
From 01.01. to
30.06.2022 30.06.2021 30.06.2022 30.06.2021
Third party fees 2,965 4,006 1,096 1,246
Expenses relating to advertising, publication, etc. 425 287 424 294
Taxies – levies 582 813 423 529
Other 450 515 433 396
Total 4,422 5,621 2,376 2,465

NOTE 26: Finance costs

Group
From 01.01. to
Company
From 01.01. to
30.06.2022 30.06.2021 30.06.2022 30.06.2021
Interest Expense 16,733 12,866 13,487 10,201
Finance and Bank Charges 1,994 1,602 1,777 1,350
Foreign Exchange Differences (13) 74 1 2
Other Finance costs 620 883 620 988
Total 19,334 15,425 15,885 12,541

NOTE 27: Taxes

Group
From 01.01. to
Company
From 01.01. to
30.06.2022 30.06.2021 30.06.2022 30.06.2021
REICs' tax 1,192 978 1,088 952
Other taxes 239 282 - -
Deferred tax (Note 19) 780 (116) - -
Total 2,211 1,144 1,088 952

As a Real Estate Investment Company ("REIC"), in accordance with article 31, par. 3 of L.2778/1999 as in force, the Company is exempted from corporate income tax and is subject to an annual tax based on its investments and cash and cash equivalents. More specifically, the tax is determined by reference to the average fair value of its investments and cash and cash equivalents at current prices at the tax rate of 10% of the aggregate European Central Bank ("ECB") reference rate plus 1%. According to the article 46, par. 2 of L.4389/2016 a floor was set in the REIC tax of 0.375% on the average investments plus cash and cash equivalents, at current prices. Article 53 of Law 4646/2019 abolished the floor. It is noted that the subsidiaries of the Company in Greece, Karolou Touristiki S.A., Irina Ktimatiki S.A., Anaptixi Fragokklisia S.M.S.A., lldim S.M.S.A., MILORA S.M.S.A., New Metal Expert S.M.S.A, Panterra S.A., ILIDA OFFICE S.A, THRIASEUS S.A., BTR HELLAS S.Μ.ΙΚΕ, BTR HELLAS II S.M.ΙΚΕ, WISE ATHANASSIA S.M.IKE, WISE LOUISA S.M.S.A. and THERMOPYLON 77 S.M.ΙΚΕ have the same tax treatment. In the current tax liabilities are included the short-term obligations to tax authorities in relation to the abovementioned tax.

The Company's foreign subsidiaries, Nash S.r.L. and Prodea Immobiliare S.r.L. in Italy, Egnatia Properties S.A. in Romania, Quadratix Ltd., Lasmane Properties Ltd., Aphrodite Hills Resort Limited, Aphrodite Springs Public Company, CYREIT AIF Variable Investment Company Plc and PNG Properties EAD and I&B Real Estate EAD in Bulgaria are taxed on their income, based on a tax rate equal to 27.9% in Italy, 16.0% in Romania, 12.5% in Cyprus and 10.0% in Bulgaria, respectively. The Company's subsidiaries Picasso Lux and CI Global, in Luxembourg, and the indirect subsidiaries Picasso Fund and Tarvos Fund, in Italy, are not subject to income tax. In addition, the Company's indirect subsidiary Euclide S.r.l, in Italy is taxed on its income based on a rate equal to 27.9%, No significant foreign income tax expense was incurred in the six-month period ended June 30, 2022 and June 30, 2021.

The unaudited tax years of the subsidiaries and the investments in joint ventures of the Group are described in Notes 9 and 10 above.

NOTE 28: Earnings per Share

Basic Earnings per share ratio is calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.

Group
Period ended June 30 2022 2021
Profit attributable to equity shareholders from continuing operations 81,056 107,379
Profit from discontinued operations - 377
Profit attributable to equity shareholders from continuing and discontinued
operations
81,056 107,756
Weighted average number of ordinary shares in
issue (thousands)
255,495 255,495
Earnings per share (expressed in 0.32 0.42
€ per share) – basic and diluted from continuing operations
Earnings per share (expressed in
€ per share) – basic and diluted from continuing and discontinued operations
0.32 0.42

Τhe dilutive Earnings per share are the same as the basic Earnings per share for the period ended June 30, 2022 and 2021, as there were no dilutive potential ordinary shares.

NOTE 29: Contingent Liabilities and Commitments

Tax Liabilities

Group companies have not been audited yet for tax purposes for certain financial years and consequently their tax obligations for those years may not be considered final. Additional taxes and penalties may be imposed as a result of such tax audits however, the amount cannot be determined. As at June 30, 2022 and December 31, 2021 the Group has not accounted for provisions for unaudited tax years. It is estimated that additional taxes and penalties that may be imposed will not have a material effect on the financial position of the Group and the Company.

All amounts expressed in € thousand, unless otherwise stated

The financial years 2011 – 2014 of NBG Pangaea REIC, which was absorbed by the Company, have been audited by the elected, under C.L. 2190/1920, statutory auditor, in accordance with article 82 of L. 2238/1994 and article 65A of L. 4174/2013 and the relevant tax audit certificates were issued with no qualifications. Especially for the year 2012, it is noted that within 2018 the tax audit was completed by the competent tax authorities with no findings and therefore no additional taxes were imposed.

The years 2013 – 2020 of the Company have been audited by the elected, under C.L. 2190/1920, statutory auditor, in accordance with article 82 of L. 2238/1994 and article 65A of L. 4174/2013 and the relevant tax audit certificates were issued with no qualifications.

The tax authorities have not audited the books and records of KARELA S.A., which was absorbed by the Company, for the financial years 2010, 2011 and 2012. Therefore, the right of the State to notify and audit and impose tax, fees, contributions and fines for the purpose of tax imposition until the year 2012 has expired on December 31, 2018. Furthermore, the fiscal year 2013 is considered tax terminated, according to decision 320/2020 of the Council of State. The financial years 2014 and 2015 have been audited by the elected, under C.L. 2190/1920, statutory auditor, in accordance with article 82 of L. 2238/1994 and article 65A of L. 4174/2013 and the relevant tax audit certificates were issued with no qualifications.

The right of the tax authorities to send tax audit requests and acts of determination of tax, fees, contributions and fines for the purpose of tax imposition until the year 2015 has expired on December 31, 2021.

For the fiscal years 2016 and beyond, it is noted that according to POL. 1006/05.01.2016, the companies for which a tax certificate with no qualifications is issued, are not exempted from tax audit for offenses of tax legislation by the tax authorities. Therefore, the tax authorities may come back and conduct their own tax audit. However, Management estimates that the results of future tax audits may be conducted by the tax authorities, and will not have a material effect on the financial position of the Group and the Company.

Until the date of approval of the Interim Condensed Financial Statements, the tax audit for the year 2021 has not been completed by the statutory auditor of the Company and it is not expected to arise significant tax liabilities other than those already recorded and presented in the financial statements.

Capital Commitments

As at June 30, 2022, Group's capital expenditure relating to improvements on investment property amounted to €23,123 (excluding VAT). In addition, as at June 30, 2022 the Group has capital commitments for improvements in third parties' properties amounting to €1,979 (excluding VAT). Finally, the Group's capital expenditure relating to the development of land plot of Aphrodite Springs Public Limited amounted to €4,330 (excluding VAT) as at June 30, 2022.

Legal Cases

There are no pending lawsuits against the Group nor other contingent liabilities resulting from commitments on June 30, 2022, which would affect the Group's financial position.

Borrowings

In the context of the bridge loan of the Company with Eurobank S.A., the Company provided special and irrevocable power of attorney, mandate and right to lawyers acting for Eurobank so that they can appear and represent the Company before any competent court for the purpose of registering a consensual mortgage notice on ten (10) properties of the Company in Greece, in favour of Eurobank S.A. for an amount of €30,000. The power of attorney expires automatically, either with the full and complete repayment of all the obligations of the Company under the credit agreement.

Guarantees

In the context of the loan agreement signed by the subsidiary Quadratix Ltd. with the Bank of Cyprus Ltd. on January 31, 2018, the Company has given a corporate guarantee up to the amount of €5,000 for liabilities of Quadratix Ltd. under the abovementioned loan agreement.

In the context of the loan agreement for an amount up to €9,000 signed by the subsidiary Irinna Ktimatiki S.A. with Alpha Bank S.A. on March 24, 2022 (Note 17), the Company has given a corporate guarantee for all liabilities arising under the abovementioned loan agreement.

In the context of the binding preliminary agreement dated 08.09.2020 regarding the sale of the under-construction office building of the company Panterra S.A., as amended by contracts numbered 1947/2020 and 2289/28.12.2021, the buyer paid an amount of €3,480 which will be offset against the total price at the time of signing the final contract. In order to secure the prepaid amount in case of non-signing of the final contract, Panterra SA. gave a letter of guarantee of the same amount, issued by Alpha Bank, with its bank account as a pledge.

The Company, as well has given corporate guarantee up to the amount of €8,000 for liabilities of the company Panterra S.A. under its bridge loan.

Moreover, The Company has given corporate guarantee up to the amount of €2,400 for liabilities of the company PIRAEUS TOWER S.A., under its bridge loan. The company is presented as investment in joint ventures.

Finally, the Company has guaranteed in favor of the company PIRAEUS TOWER S.A., which is an investment in the joint venture, for the issuance of a letter of guarantee of good execution of the terms of the concession arrangement up to the amount of €813.

Other Commitments

The Company has committed to pay the Five Lakes Joint Venture an additional amount of €11,513, in proportion to its share in the company (Note 10).

NOTE 30: Related Party Transactions

The Company's shareholding structure as of June 30, 2022 is presented below:

% participation
Invel Real Estate (Netherlands) II B.V. 63.39%
Invel Real Estate BV 29.81%
CL Hermes Opportunities L.P. 2.85%
Anthos Properties S.A. (a subsidiary of Invel Real Estate
(Netherlands) II B.V.)
2.10%
Other shareholders 1.85%

It should be noted that the above percentages arise in accordance with the disclosures received by the above persons under existing legislation.

There is no natural person that holds more than 10% of the Company's share capital.

In accordance with the announcement of the Company dated 21.04.2022, following the announcement dated 24.03.2022, the company Castlelake Opportunities Partners LLC is the ultimate shareholder of the Company owning 95.30%. Castlelake Opportunities Partners LLC is not controlled by any natural or legal person.

It is noted that on 08.07.2022 the company Invel Real Estate B.V. transferred 37,640,076 shares with voting rights in the Company to Invel Real Estate (Netherlands) II B.V. As a result of the above transfer, the share composition was formed as follows:

% participation
Invel Real Estate (Netherlands) II B.V. 78.12%
Invel Real Estate BV 15.08%
CL Hermes Opportunities L.P. 2.85%
Anthos Properties S.A. (a subsidiary of Invel Real Estate
(Netherlands) II B.V.)
2.10%
Other shareholders 1.85%

It is clarified that the above constitutes an internal reorganization of the portfolio while no change has occurred in the ultimate control of all voting rights in the Company exercised by the company Castlelake Opportunities Partners LLC.

All transactions with related parties have been carried out on the basis of the "arm's length" principle, i.e., under normal market conditions for similar transactions with third parties. The transactions with related parties are presented below:

i. Balances arising from transactions with related parties

Group Company
Trade receivables from related parties 30.06.2022 31.12.2021 30.06.2022 31.12.2021
Anthos Properties S.A. 1 3 1 3
Companies related to other shareholders 4 3 4 3
Total 5 6 5 6
Group Company
Other receivables from related parties 30.06.2022 31.12.2021 30.06.2022 31.12.2021
MHV (joint venture) - 11,250 - 11,250
PNG Properties EAD, Company's Subsidiary - - 11,558 11,362
Ourania Investment (joint venture) 175 - 175 -
Picasso Fund, Company's subsidiary - - 5,363 -
Panterra S.A., Company's subsidiary - - 5,700 -
Irinna Ktimatiki S.A., Company's subsidiary - - 819 -
Karolou S.A., Company's subsidiary - - 2,500 -
ILDIM S.M.S.A., Company's subsidiary - - 159 -
Ι&Β Real Estate EAD, Company's subsidiary - - 1,214 -
CYREIT, Company's subsidiary - - 3,529 -
Aphrodite Springs, Company's Subsidiary - - 4,958 4,958
Total 175 11,250 35,975 27,570
Group Company
Other payables 30.06.2022 31.12.2021 30.06.2022 31.12.2021
Companies related to other shareholders 900 582 404 390
Shareholders of the company 392 402 392 402
Panphila Investments Limited,
Company's Subsidiary - - 38 100
BTR HELLAS S.Μ.ΙΚΕ, Company's
Subsidiary - - 1,965 -
BTR HELLAS II S.M.ΙΚΕ, Company's
Subsidiary - - 300 -
WISE ATHANASSIA S.M.IKE, Company's
Subsidiary - - 900 -
THERMOPYLON 77 S.M.ΙΚΕ, Company's
Subsidiary - - 800 -
Ourania Investment (joint venture) - 420 - 420
Five Lakes (joint venture) 500 - 500 -
MHV (joint venture) 60 87 - 56
Total 1,852 1,491 5,299 1,368

ii. Rental income

Group
From 01.01. to
Company
From 01.01. to
30.06.2022 30.06.2021 30.06.2022 30.06.2021
Anaptixi Fragokklisia S.A., Irinna Ktimatiki
S.A., ILDIM S.M.S.A., MILORA S.M.S.A., New
Metal Expert S.M.S.A, Company's - - 2 1
subsidiaries
Anthos Properties S.A. 2 2 2 2
Companies related to other shareholders 3 2 3 2
Total 5 4 7 5

iii. Direct property related expenses

Group Company
From 01.01. to From 01.01. to
30.06.2022 30.06.2021 30.06.2022 30.06.2021
Companies related to other shareholders 2,209 3,393 1,189 2,696
Total 2,209 3,393 1,189 2,696
iv.
Other income
Group Company
From 01.01. to From 01.01. to
30.06.2022 30.06.2021 30.06.2022 30.06.2021
Ι&Β Real Estate EAD, Company's subsidiary - - 2,901 2,500
Irinna Ktimatiki S.A., Company's subsidiary - - 819 -
ILDIM S.M. S.A, Company's subsidiary Plc,
Company's subsidiary
- - 159 -
CYREIT, Company's subsidiary - - 3,529 -
Total - - 7,408 2,500
v.
Other expenses
Group
From 01.01. to
Company
From 01.01. to
30.06.2022 30.06.2021 30.06.2022 30.06.2021
The Aphrodite Tennis and Spa Limited, (joint
venture)
- - - 10
MHV, (joint venture) 25 - - -
Companies related to other shareholders - 205 - -
Total 25 205 - 10

vi. Interest income

Group
From 01.01. to
Company
From 01.01. to
30.06.2022 30.06.2021 30.06.2022 30.06.2021
PNG Properties EAD, Company's subsidiary - - 196 196
Aphrodite Hills Resort Limited (joint
venture)
- - - 852
Total - - 196 1,048

vii.
Finance costs
Group Company
From 01.01. to From 01.01. to
30.06.2022 30.06.2021 30.06.2022 30.06.2021
Shareholders of the company 5 - 5 -
Companies related to other shareholders - 60 - -
Total 5 60 5 -

viii. Due to key management

Group Company
30.06.2022 31.12.2021 30.06.2022 31.12.2021
Payables to the members of the BoD and
the Investment committee
730 1,305 730 1,299
Other liabilities to members of the BoD,
its committees and Senior Management
4,127 3,098 4,094 3,098
Retirement benefit obligations - 25 - 25
Total 4,857 4,428 4,824 4,422

ix. Key management compensation

Group
From 01.01. to
Company
From 01.01. to
30.06.2022 30.06.2021 30.06.2022 30.06.2021
BoD, its committees and Senior
Management compensation
2,696 2,933 2,586 2,553
Total 2,696 2,933 2,586 2,553

x. Commitment and contingent liabilities

In the context of the loan agreement signed by the subsidiary Quadratix Ltd. with the Bank of Cyprus Ltd. on January 31, 2018, the Company has given a corporate guarantee up to the amount of €5,000 for liabilities of Quadratix Ltd. under the abovementioned loan agreement.

In the context of the loan agreement for an amount up to €9,000 signed by the subsidiary Irinna Ktimatiki S.A. with Alpha Bank S.A. on March 24, 2022 (Note 17), the Company has given a corporate guarantee for all liabilities arising under the abovementioned loan agreement.

In the context of the binding preliminary agreement dated 08.09.2020 regarding the disposal of the underconstruction office building of the company Panterra SA, as amended by the contracts numbered 1947/2020 and 2289/28.12.2021, the buyer prepaid an amount of €3,480 which will be offset against the total price consideration when the final contract is signed. In order to secure the prepaid amount in case of non-signing of the final contract, Panterra SA. gave a letter of guarantee of the same amount, issued by Alpha Bank, with its bank account as a pledge.

The Company, as well has given corporate guarantee up to the amount of €8,000 for liabilities of the company Panterra S.A. under its bridge loan.

The Company has given corporate guarantee up to the amount of €2,400 for liabilities of the company PIRAEUS TOWER S.A. under the bridge loan. The company is investment in joint ventures.

The Company has guaranteed in favor of the company PIRAEUS TOWER S.A for the issuance of a letter of guarantee of good execution of the terms of the concession arrangement up to the amount of €813.

Finally, the Company has committed to pay the Five Lakes Joint Venture an additional amount of €11,513, in proportion to its share in the company (Note 10).

xi. Sale-Purchase agreement

On December 28, 2021, Panphila entered into a purchase agreement with The Cyprus Tourism Development Company Ltd, a 100% subsidiary of MHV, and four individuals to acquire a 17-storey office tower under development with two underground car parks (2) levels, with a total gross area of 26.4 thousand sq.m. After the completion of the office tower and its delivery to the Company, the relevant title deed will be issued in its name. The consideration amount will be determined based on the provisions of the purchase agreement and will be paid in instalments if specific conditions are met.

NOTE 31: Events after the Date of Financial Statements

On July 28, 2022, an amount of €25,000 was disbursed from the loan that the Company has signed with Eurobank S.A. for amount up to €75,000 (Note 17), which was used on the same day for the full repayment of the bridge loan that the Company had signed with Eurobank S.A.

On July 28, 2022, Five Lakes completed the acquisition of the Bellevue Hotel Cortina d'Ampezzo in Italy for a total consideration of approximately €48,990. This six-storey building currently operates partly as a hotel and partly as private residences and is located in the center of the ski resort of Cortina d'Ampezzo. The building will be completely renovated into a five-star luxury hotel with a capacity of up to 100 rooms.

On July 29, 2022, the Company concluded the disposal of a property in Greece. The sale price amounted to €500 while its book value amounted to €444. The property was classified as held for sale in the Interim Condensed Statement of Financial Position of the Group and the Company as at June 30, 2022.

On August 10, 2022, the Company proceeded with the acquisition of an additional 55% stake in the company RINASCITA S.A. As a result, Company's stake increased to 90%. The consideration for the acquisition of the additional 55% amounted to €7,570. The company continues to be classified as investment in joint venture based on a shareholders' agreement.

On September 16, 2022, the Company concluded the disposal of a property in Thessaloniki. The sale price amounted to €345 while its book value amounted to €313. The property was classified as held for sale in the Interim Condensed Statement of Financial Position of the Group and the Company as at June 30, 2022.

On 5 August 2022 a facility agreement was entered into among Picasso Fund, as borrower, and Bank of America Europe DAC, Milan Branch and Iside SPV S.r.l. (as subsequently amended on 20 September 2022) for the purpose of, inter alia, refinancing the existing senior indebtedness of the Picasso Fund and of the Tarvos Fund (merged, upon the completion of the refinancing, in the Picasso Fund). The refinancing was completed on September 22, 2022 by a syndicate of lenders that will eventually include Bank of America Europe DAC, Milan Branch (as direct lender under the facility agreement), Alpha Bank (Greece) and Deutsche Bank (as noteholders of Iside SPV S.r.l. in the context of the relevant securitization transaction). The amount of the new facility is €175m with a maturity of 2 years and the possibility of 3 consequent annual renewals subject to, inter alia, an LTV covenant.

There are no other significant events subsequent to the date of Interim Condensed Financial Statements relating to the Group or the Company.

Report on the use of proceeds from the issuance of "Green" Common Bond Loan through payment in cash for the period from 20.07.2021 until 30.06.2022

In accordance with the provisions of paragraph 4.1.2 of the Athens Exchange Stock Market Regulation, the decision no. 25/17.07.2008 of the Board of Directors of Athens Stock Exchange and decision no. 8/754/14.04.2016 of the Board of Directors of Hellenic Capital Markets Commission, it is hereby announced that from the issuance of Common Bond Loan (hereinafter «''Green'' Common Bond Loan» or «Green Bond») of an amount of three hundred million euros (€300.000.000) with the issuance of 300,000 bearer bonds with an offer price of one thousand euros (€1.000) each, that was implemented according to the resolution of the Board of Directors of Prodea Real Estate Investment Company Société Anonyme (hereinafter «Company») as of 02.07.2021 and the approval of the content of the Prospectus from the Hellenic Capital Market Commission dated 09.07.2021, a total net amount of three hundred million euros (€300,000,000) was raised. The cost of the issuance amounted to €8,173,098.93 and was covered in total from the funds raised from the above issuance of the Company. The issuance of the Green Bond was covered in full, the raise of the funds was performed on 20.07.2021 and the 300,000 bearer bonds commenced trading in the fixed income securities category of the regulated market of the Athens Stock Exchange on 21.07.2021.

The Company has drafted and adopted the ("Green Bond Framework") dated 29.06.2021 for the issuance of its green bonds, including the Green Bond, in accordance with the Green Bond Principles (GBP) (June 2018), of the International Capital Market Association (ICMA). The full text of the Green Bond Framework is posted on the Company's website at: https://prodea.gr/cms/uploads/2021/07/PRODEA-Green-Bond-Framework.pdf

The net income of Green Bond is kept in a separate account and is allocated among the eligible green projects and is monitored within the framework of the Green Bond Register and under the supervision of the Green Bond Committee of the Company.

The Company declares that the use of net income concerns the financing or the refinancing of eligible green projects in accordance with the Prospectus for the Public Offering of Bonds, the Green Bond Framework of the Company and the framework set by article 22 of Law 2778/ 1999, as applicable.

The table below presents the net raised funds as well as the use of the raised funds until 30.06.2022 per category of use / investment:

Amounts in thousand euros
Α/Α Purpose of Use of Net raised
funds
Amount of raised fund utilized Remaining
amount
Proceeds 20.07 – 31.12.2021 01.01.2022 - 30.06.2022 for use
1 Repayment of bond
loan related to the
green office building
KARELA in Paiania.
55,977 -
2 Green Investments1 46,476 70,214
Total 291,827 102,453 70,214 119,160

Table for the Use of Proceeds from the Issuance of the "Green" Common Bond of €300m.

It is noted that the amount of €70,214 does not include an amount of €672 which has been utilized to a project that, subsequently to June 30, 2022 and before the publication of the Table for the Use of Proceeds has been cancelled.

1 Green Investments: means and includes any investment of the Company and / or the Group regarding the acquisition, management and exploitation of real estate and / or investments (according to the provisions of article 22 of the Law 2778/1999 for REICS, as applicable) which takes place in the scope of the Green Bond Framework, as these investments are further categorized in Annex B - Categories of Green Investments of the Green Bond Program.

Regarding the S/N 1 of the table, it is noted that the total repayment of the Bond Loan was performed on 30.07.2021, within 30 days from the Date of Issuance of the Green Bond, based on the Prospectus.

It is clarified that the temporarily unallocated funds are deposited in interest bearing bank accounts of the Company and / or time deposits and will be allocated for Green Investments in accordance with the Prospectus

Athens, September 22, 2022

The Vice-Chairman B' of the BoD

and CEO The CFO / COO The Class A' Accountant / Finance Manager

Aristotelis Karytinos Thiresia Messari Paraskevi Tefa

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

Factual findings report in connection with the "Report on the use of proceeds from the issuance of "Green" Common Bond Loan through payment in cash for the period from 20.07.2021 until 30.06.2022" as resulted from the Agreed Upon Procedures

(Translation from the original in Greek)

To the Board of Directors of Prodea Real Estate Investment Company Société Anonyme

In accordance with the engagement letter dated as of September 7, 2022, we were assigned to perform the agreed upon procedures enumerated below, in connection with the "Report on the use of proceeds from the issuance of "Green" Common Bond Loan through payment in cash for the period from 20.07.2021 until 30.06.2022" (hereafter the "Report"). The management of Prodea Real Estate Investment Company Société Anonyme (hereafter the "Company"), is responsible to prepare the Report in accordance with the requirements of the decision of the Hellenic Capital Market Commission with reference number 8/754/14.04.2016 and the decision 25/17.07.2008 of the Athens Stock Exchange, as amended on 6.12.2017 (hereafter the "Decisions").

Our engagement was undertaken in accordance with the International Standard on Related Services 4400, applicable to agreed-upon-procedures engagements regarding financial information. Our responsibility is solely to perform the agreed upon procedures described below and to report our findings.

Procedures performed

Our procedures are summarized as follows:

  • 1) We reviewed the content of the Report and its consistency with what is referred to in the Decisions.
  • 2) We reviewed the content of the Report and its consistency with what is referred to in the Prospectus issued by the Company on 09 July 2021, as well as with the relevant decisions and announcements of the Company.
  • 3) We have traced and agreed the amount of the Bond Loan that has been included in the Report to: (a) the amount that was approved by the Company's Board of Directors Meeting on July 2, 2021, (b) the amount included in the Prospectus referred above, (c) the amount deposited in the Company's bank account in Piraeus Bank with reference number 5013065603503.
  • 4) We examined whether the funds raised from the issuance of the Bond Loan as presented in the column "Amount of raised fund utilized 01.01-30.06.2022",of the Report, were used according to the uses that were approved in the minutes and the decisions of the responsible bodies of the Company, and within the time plan, in accordance with the Prospectus paragraph 4.1.2 "Reasons for the issuance of the Common Bond and use of funds", and the relevant journal entries.

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

Findings

Our findings are as follows:

  • 1) We noted that the content of the Report is consistent with the provisions of the Decisions mentioned above.
  • 2) The content of the Report is in consistency with what is referred to in the Prospectus issued by the Company on 09 July 2021, as well as with the relevant decisions and announcements of the Company.
  • 3) The amount of the Bond Loan that has been included in the Report traces and agrees to: (a) the amount that was approved by the Company's Board of Directors Meeting on July 2, 2021, (b) the amount included in the Prospectus referred above, (c) the amount deposited in the Company's bank account in Piraeus Bank with reference number 5013065603503.
  • 4) The funds raised from the Common Bond loan issuance as included in the Column "Amount of raised fund utilized 01.01-30.06.2022" of the Report, were used according to the uses that were approved in the minutes and the decisions of the responsible bodies of the Company, and within the time plan, in accordance with the Prospectus paragraph 4.1.2 "Reasons for the issuance of the Common Bond and use of funds", and the relevant journal entries.

Because the above agreed upon procedures do not constitute either an audit or a review made in accordance with International Standards on Auditing or International Standards on Review Engagements, we do not express any assurance beyond what we have referred to above.

Had we performed additional procedures, or had we performed an audit or review in accordance with International Standards on Auditing or International Standards on Review Engagements, other matters might have come to our attention that would have been reported to you.

Use Limitation

This report is addressed exclusively to the Board of Directors, in the context of its obligations arising from the Regulatory Framework of the Athens Stock Exchange. This report is not to be used for any other purpose, since it is limited to what is referred above and does not extend to the Company's interim condensed financial information for the period ended as of June 30, 2022, for which we will issue a separate review report.

Athens, September 22, 2022

The Certified Auditor Accountant

Andreas Hadjidamianou SOEL R.N. 61391 ERNST &YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS S.A. CHIMARRAS 8B, MAROUSI 151 25 GREECE SOEL R.N. 107

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