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Thrace Plastics Holding and Commercial S.A.

Quarterly Report May 12, 2021

2756_10-q_2021-05-12_3e17b99e-9baf-47de-a336-bf74267f586c.pdf

Quarterly Report

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THRACE PLASTICS CO S.A.

INTERIM FINANCIAL INFORMATION

01.01-31.03.2021

IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS

General Commerce Reg. No. 12512246000 Domicile: Magiko Municipality of Avdira, Xanthi Greece Offices: 20 Marinou Antypa Str. 17455 Alimos, Attica Greece

21

www.thracegroup.com

INTERIM CONDENSED FINANCIAL INFORMATION FOR THE PERIOD 01.01.2021– 31.03.2021

STATEMENTS

STATEMENT OF COMPREHENSIVE INCOME (01.01.2021–31.03.2021)
STATEMENT OF FINANCIAL POSITION 6
STATEMENT OF CHANGES IN EQUITY -Group 7
STATEMENT OF CHANGES IN EQUITY -Company 8
STATEMENT OF CASH FLOWS 9
21

Contents
1. Information about the Group 10
2. Basis of Preparation of the interim condensed
financial information and Significant Accounting Policies
12
2.1 Basis of Preparation 12
2.2 New standards, amendments to standards and interpretations 13
2.3 Significant Accounting Estimates and Assumptions 15
3. Notes on the Financial Statements 16
3.1 Developments and Performance of the Group 16
3.2 Discontinued Operations 18
3.3 Segment Reporting 19
3.4 Other Operating Income 23
3.5 Other Gains / Losses 24
3.6 Number of Employees 24
3.7 Other Operating Expenses 24
3.8 Financial income/(expenses) 25
3.9 Earnings per Share (Consolidated) 25
3.10 Income Tax 26
3.11 Tangible Fixed Assets 27
3.12 Right-of-use assets 28
3.13 Fixed assets held for sale 29
3.14 Intangible Assets 29
3.15 Other Long-term Receivables 30
3.16 Trade and other receivables 31
3.17 Bank Debt 32
3.18 Net Debt 33
3.19 Employee Benefits 33
3.20 Suppliers and Other Short-Term Liabilities 37
3.21 Transactions with Related Parties 38
3.22 Investments 39
3.23 Commitments and Contingent Liabilities 41
3.24 Reclassification of Items 41
3.25 Significant Events 41
3.26 Events after the Balance Sheet Date 50
3.27 Online availability of financial report 51

Amounts in thousand Euro, unless stated otherwise

Contents >>

STATEMENT OF COMPREHENSIVE INCOME (01.01.2021–31.03.2021)

Group Company
Note 1/1 - 31/03/2021 1/1 - 31/03/2020 1/1 - 31/03/2021 1/1 - 31/03/2020
Turnover 111,367 73,991 1,329 1,220
Cost of Sales (66,947) (56,789) (1,297) (1,077)
Gross Profit/(loss) - continuing operations 44,420 17,202 32 143
Other Operating Income 3.4 226 126 31 9
Selling Expenses (8,175) (7,811) - -
Administrative Expenses (4,198) (3,629) (230) (262)
Research and Development Expenses (385) (426) - -
Other Operating Expenses 3.7 (1,562) (317) (93) -
Other gain / (losses) 3.5 (202) 220 (1) 5
Operating Profit /(loss) before interest and tax - continuing operations 30,124 5,365 (261) (105)
Financial Income 3.8 236 479 - -
Financial Expenses 3.8 (1,120) (1,149) (3) (129)
Income from Dividends - - - -
Profit / (loss) from companies consolidated with the Equity Method 3.22 154 41 - -
Profit / (Loss) from Participations - - - -
Profit/(loss) before Tax - continuing operations 29,394 4,736 (264) (234)
Income Tax 3.10 (4,861) (1,220) (6) 1
Profit/(loss) after tax (Α) - continuing operations 24,533 3,516 (270) (233)
Profit/(loss) after tax (Α) - discontinued operations 3.2 8 (626) - -
Profit/(loss) after tax (Α) 24,541 2,890 (270) (233)
FX differences from translation of foreign Balance Sheets 3,110 (2,511) - -
Actuarial profit/(loss) 6,406 4,356 - -
Other comprehensive income after taxes (B) - continuing operations 9,516 1,845 - -
FX differences from translation of foreign Balance Sheets 24 (37) - -
Actuarial profit/(loss) - - - -
Other comprehensive income after taxes (B) - discontinued operations 24 (37) - -
FX differences from translation of foreign Balance Sheets 3,134 (2,548) - -
Actuarial profit/(loss) 6,406 4,356 - -
Other comprehensive income after taxes (B) 9,540 1,808 - -
Total comprehensive income after taxes (A) + (B) - continuing operations 34,049 5,361 (270) (233)
Total comprehensive income after taxes (A) + (B) - discontinued operations 32 (663) - -
Total comprehensive income after taxes (A) + (B) 34,081 4,698 (270) (233)

Amounts in thousand Euro, unless stated otherwise

Contents >>

Group Company
Continuing operations 1/1 - 31/03/2021 1/1 - 31/03/2020 1/1 - 31/03/2021 1/1 - 31/03/2020
Profit / (loss) after tax
Attributed to:
Owners of the parent 24,398 3,415 - -
Non controlling interest 135 101 - -
Total comprehensive income / (loss) after taxes
Attributed to:
Owners of the parent 33,918 5,262 - -
Non controlling interest 131 99 - -
Discontinued operations
Profit / (loss) after tax
Attributed to:
Owners of the parent 8 (626) - -
Non controlling interest - - - -
Total comprehensive income / (loss) after taxes
Attributed to:
Owners of the parent 32 (663) - -
Non controlling interest - - - -
Total Operations
Profit / (loss) after tax
Attributed to:
Owners of the parent 24,406 2,789 - -
Non controlling interest 135 101 - -
Total comprehensive income / (loss) after taxes
Attributed to:
Owners of the parent 33,950 4,599 - -
Non controlling interest 131 99 - -
Profit/(loss) allocated to shareholders per share - continuing operations
Number of shares
43,419 43,737
Earnings/(loss) per share 3.9
0.5619
0.0781
Profit/(loss) allocated to shareholders per share - discontinued operations
Number of shares 43,419 43,737
Earnings/(loss) per share 3.9
0.0002
(0.0143)
Profit/(loss) allocated to shareholders per share
Number of shares 43,419 43,737
Earnings/(loss) per share 3.9
0.5621
0.0638

STATEMENT OF FINANCIAL POSITION STATEMENT OF FINANCIAL POSITION

Group Company
Note 31/3/2021 31/12/2020 31/3/2021 31/12/2020
ASSETS
Non-Current Assets
Tangible fixed assets
3.11
144,034 131,512 347 357
Rights-of-use assets
3.12
3,589 13,197 629 55
Investment property 113 113 - -
Intangible Assets
3.14
10,652 10,655 366 401
Investments in subsidiaries
3.22
- - 73,858 73,858
Investments in joint ventures
3.22
15,103 15,068 3,819 3,819
Other long term receivables
3.15
4,998 5,034 1,157 1,157
Deferred tax assets 561 588 160 166
Total non-Current Assets 179,050 176,167 80,336 79,813
Current Assets
Inventories 57,672 55,338 - -
Income tax prepaid 336 278 33 26
Trade receivables
3.16
74,226 56,863 11 12
Other debtors
3.16
9,807 7,211 90 194
Fixed assets held for sale
3.13
5,733 5,478 - -
Cash and Cash Equivalents 61,816 40,824 81 163
Total Current Assets 209,590 165,992 215 395
TOTAL ASSETS 388,640 342,159 80,551 80,208
EQUITY AND LIABILITIES
Equity
Share Capital 28,869 28,869 28,869 28,869
Share premium 21,524 21,524 21,644 21,644
Other reserves 24,296 21,158 13,550 13,550
Retained earnings 130,356 99,548 12,290 12,560
Total Shareholders' equity 205,045 171,099 76,353 76,623
Non controlling interest 3,615 3,484 - -
Total Equity 208,660 174,583 76,353 76,623
Long Term Liabilities
Long Term Debt
3.17
42,625 46,691 - -
Liabilities from leases
3.12
2,490 3,210 500 25
Provisions for Employee Benefits
3.19
8,296 16,012 241 238
Other provisions - 5 305 317
Deferred Tax Liabilities 3,989 2,111 - -
Other Long Term Liabilities 276 242 1 1
Total Long Term Liabilities 57,676 68,271 1,047 581
Short Term Liabilities
Short Term Debt
3.17
24,827 26,311 960 960
Liabilities from leases
3.12
1,052 2,822 129 31
Income Tax 9,216 7,383 56 56
Suppliers
3.20
47,515 29,697 545 531
Other short-term liabilities
3.20
39,694 33,092 1,461 1,426
Total Short Term Liabilities 122,304 99,305 3,151 3,004
TOTAL LIABILITIES 179,980 167,576 4,198 3,585
TOTAL EQUITY & LIABILITIES 388,640 342,159 80,551 80,208

Amounts in thousand Euro, unless stated otherwise STATEMENT OF CHANGES IN EQUITY

Group

Share Capital Share Premium Other Reserves Treasury shares
reserve
FX translation
reserves
Retained
earnings
Total before
non controlling
interest
Non
controlling
interest
Total
Balance as at 01/01/2020 28,869 21,524 33,596 (10) (8,954) 68,353 143,378 2,971 146,349
Profit / (losses) for the period - - -
-
- 2,789 2,789 101 2,890
Other comprehensive income - - -
-
(2,546) 4,356 1,810 (2) 1,808
Distribution of earnings - - -
-
- - - - -
Dividends - - -
-
- - - - -
Other changes - - -
-
- (6) (6) - (6)
Purchase of treasury shares - - -
-
- - - - -
Changes during the period - - -
-
(2,546) 7,139 4,593 99 4,692
Balance as at 31/03/2020 28,869 21,524 33,596 (10) (11,500) 75,492 147,971 3,070 151,041
Balance as at 01/01/2021 28,869 21,524 33,891 (786) (11,947) 99,548 171,099 3,484 174,583
Profit / (losses) for the period - - -
-
- 24,406 24,406 135 24,541
Other comprehensive income - - -
-
3,138 6,406 9,544 (4) 9,540
Distribution of earnings - - -
-
- - - - -
Dividends - - -
-
- - - - -
Other changes - - -
-
- (4) (4) - (4)
Purchase of treasury shares - - -
-
- - - - -
Changes during the period - - -
-
3,138 30,808 33,946 131 34,077
Balance as at 31/03/2021 28,869 21,524 33,891 (786) (8,809) 130,356 205,045 3,615 208,660

STATEMENT OF CHANGES IN EQUITY (continues from previous page)

Company STATEMENT OF CHANGES IN EQUITY (continues from previous page)

Share Capital Share Premium Other Reserves Treasury shares
reserve
FX translation
reserves
Retained earnings Total
Balance as at 01/01/2020 28,869 21,644 14,208 (10) 16 6,016 70,743
Profit / (losses) for the period - - - - - (233) (233)
Other comprehensive income - - - - - - -
Distribution of earnings - - - - - - -
Dividends - - - - - - -
Other changes - - - - - - -
Purchase of treasury shares - - - - - - -
Changes during the period - - - - - (233) (233)
Balance as at 31/03/2020 28,869 21,644 14,208 (10) 16 5,783 70,510
Balance as at 01/01/2021 28,869 21,644 14,320 (786) 16 12,560 76,623
Profit / (losses) for the period - - - - - (270) (270)
Other comprehensive income - - - - - - -
Distribution of earnings - - - - - - -
Dividends - - - - - - -
Other changes - - - - - - -
Purchase of treasury shares - - - - - - -
Changes during the period - - - - - (270) (270)
Balance as at 31/03/2021 28,869 21,644 14,320 (786) 16 12,290 76,353

STATEMENT OF CASH FLOWS STATEMENT OF CASH FLOWS

Amounts in thousand Euro, unless stated otherwise

Note Group Company
1/1 - 31/03/2021 1/1 - 31/03/2020 1/1 - 31/03/2021 1/1 - 31/03/2020
Cash flows from Operating Activities
Profit before Taxes and Non controlling interest - continuing
operations 29,394 4,736 (264) (234)
Profit before Taxes and Non controlling interest - discontinued
operations 8 (626) - -
Plus / (minus) adjustments for:
Depreciation 5,834 4,388 79 72
Provisions 655 1,612 (352) 156
FX differences 278 (259) 1 1
(Profit)/loss from sale of fixed assets 322 140 - (5)
Dividends (401) - - -
Impairment of fixed assets 840 - - -
Interest and Other financial income/(expenses)
(Profit) / loss from companies consolidated with the Equity
884 663 3 129
method (154) (41) - -
Operating Profit before adjustments in working capital 37,660 10,613 (533) 119
(Increase)/decrease in receivables (18,159) (5,905) 40 546
(Increase)/decrease in inventories (1,963) 1,093 - -
Increase/(decrease) in liabilities (apart from banks-taxes) 21,254 (459) 445 (783)
Other non cash transactions - (5) 3 2
Cash generated from Operating activities 38,792 5,337 (45) (116)
Interest Paid (444) (809) - (126)
Other financial income/(expenses) (28) (48) (3) (3)
Taxes (2,721) (570) - -
Cash flows from operating activities (a) 35,599 3,910 (48) (245)
Investing Activities
Proceeds from sales of tangible and intangible assets - 104 (3) (5)
Interest received 58 2 - -
Dividends received 88 99 - -
Increase (decrease) of investments in subsidiaries - - - -
Purchase of tangible and intangible assets (6,148) (3,725) - 18
Investment grants - - - -
Cash flow from investing activities (b) (6,002) (3,520) (3) 13
Financing activities
Proceeds from loans - 10,996 - -
Purchase of treasury shares - - - -
Repayment of loans (6,468) (1,296) - (1)
Financial leases (3,124) (1,201) (31) (64)
Dividends paid - - - -
Cash flow from financing activities (c) (9,592) 8,499 (31) (65)
Net increase /(decrease) in Cash and Cash Equivalents 20,005 8,889 (82) (297)
Cash and Cash Equivalents at beginning of period 40,824 22,051 163 505
Effect from changes in foreign exchange rates on cash reserves 987 (240) - -
Cash and Cash Equivalents at end of period 61,816 30,700 81 208

The accompanying notes that are presented in pages 10-52 form an integral part of the present financial statements. The accompanying notes that are presented in pages 9 – 44 form an integral part of the present financial statements.

1. Information about the Group

The company THRACE PLASTICS CO S.A. as it was renamed following the approval and the alteration of its name on GEMI (hereinafter the "Company") was founded in 1977. It is based in Magiko of municipality of Avdira in Xanthi, Northern Greece, and is registered in the Public Companies (S.A.) Register under Reg. No. 11188/06/Β/86/31 and in the General Commercial Register under Reg. No. 12512246000.

The main objective of the Company was altered as result of the spin-off of the business segment of production and trade of industrial packaging products of the Company and the subsequent amendment of the relevant article 3 of the Company's Articles of Association, according to the precise form that was previously announced by the Company, and in line with the clauses of article 27, paragraph 3, case d' of P.L. 2190/1920. The aim of the Company and its main objective is to participate in the capital of companies and to finance companies of any legal form, kind and objective, either listed or non-listed on organized market, as well as the provision of Administrative - Financial - IT Services to its Subsidiaries.

The Company is the parent of Group of companies (hereinafter the "Group"), which operate mainly in two sectors, the technical fabrics sector and the packaging sector.

The Company's shares are listed on the Athens Exchange since June 26, 1995.

The company's shareholders, with equity stakes above 5%, as of 31/3/2021 were the following:

Chalioris Konstantinos 43.29%
ChalioriEyfimia 20.85%

The Group maintains production and trade facilities in Greece, United Kingdom, Ireland, Sweden, Norway, Serbia, Bulgaria, U.S.A. and Romania. On 31st March 2021, the Group along with its joint ventures employed in total 2.155 employees of which 1,223 in Greece.

The structure of the Group as of 31st March 2021 was as follows:

Company Registered Offices Participation
Percentage
of Parent
Company
Participa
tion Per
centage of
Group
Consolidation
Method
Thrace Plastics CO S.A. GREECE-Xanthi Parent - Full
Don & Low LTD SCOTLAND-Forfar 100.00% 100.00% Full
Don & Low Australia Pty LTD AUSTRALIA - 100.00% Full
Thrace Nonwovens &
Geosynthetics Single Person
S.A.
GREECE-Xanthi 100.00% 100.00% Full
Saepe LTD CYPRUS-Nicosia - 100.00% Full
Thrace Asia HONG KONG - 100.00% Full
Thrace Protect S.M.P.C. GREECE-Xanthi - 100.00% Full
Thrace Plastics Pack S.A. GREECE-Ioannina 92.94% 92.94% Full
Thrace Greiner Packaging SRL ROMANIA - Sibiou - 46.47% Equity
Thrace Plastics Packaging D.O.O. SERBIA-Nova Pazova - 92.94% Full
Trierina Trading LTD CYPRUS-Nicosia - 92.94% Full
Thrace Ipoma A.D. BULGARIA-Sofia - 92.83% Full
Synthetic Holdings LTD N. IRELAND-Belfast 100.00% 100.00% Full
Thrace Synthetic Packaging LTD IRELAND - Clara - 100.00% Full
Arno LTD IRELAND -Dublin - 100.00% Full
Synthetic Textiles LTD N. IRELAND-Belfast - 100.00% Full
Thrace Polybulk A.B. SWEDEN -Köping - 100.00% Full
Thrace Polybulk A.S. NORWAY-Brevik - 100.00% Full
Lumite INC. U.S.A. - Georgia - 50.00% Equity
Adfirmate LTD CYPRUS-Nicosia - 100.00% Full
Pareen LTD CYPRUS-Nicosia - 100.00% Full
Thrace Linq INC. U.S.A. - South Carolina - 100.00% Full
Thrace Polyfilms Single Person
S.A.
GREECE - Xanthi 100.00% 100.00% Full
Thrace Greenhouses S.A. GREECE - Xanthi 50.91% 50.91% Equity
Thrace Eurobent S.A. GREECE - Xanthi 51.00% 51.00% Equity

2. Basis of Preparation of the interim condensed financial information and Significant Accounting Policies

2.1 Basis of Preparation

The present interim condensed financial information has been prepared according to the International Financial Reporting Standards (I.F.R.S.), including the International Accounting Standards (I.A.S.) and interpretations that have been issued by the International Financial Reporting Interpretations Committee (I.F.R.I.C.), as such have been adopted by the European Union until 31st March 2021. The basic accounting principles that were applied for the preparation of the interim condensed financial information of the period ended 31st March 2021 are the same as those applied for the preparation of the Financial Statements for the year ended 31st December 2020.

When deemed necessary, the comparative data have been reclassified in order to conform to possible changes in the presentation of the data of the current period.

Differences that possibly appear between accounts in the interim condensed financial information and the respective accounts in the notes are due to roundings.

The interim condensed financial information has been prepared according to the historic cost principle, as such is disclosed in the Company's accounting principles presented below.

Moreover, the Group's and Company's interim condensed financial information has been prepared according to the "going concern" principle taking into account all the macroeconomic and microeconomic factors and their effect on the smooth operation of the Group and the Company.

The interim condensed financial information of the Group THRACE PLASTICS Co. S.A. is posted on the internet, on the website www.thracegroup.gr.

2.2 New standards, amendments to standards and interpretations

Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods beginning on or after 1 January 2021. The Group's evaluation of the effect of these new standards, amendments to standards and interpretations is under progress.

STANDARDS AND INTERPRETATIONS EFFECTIVE FOR THE CURRENT FINANCIAL YEAR

IFRS 16 (Amendment) 'Covid-19-Related Rent Concessions'

The amendment provides lessees (but not lessors) with relief in the form of an optional exemption from assessing whether a rent concession related to COVID-19 is a lease modification. Lessees can elect to account for rent concessions in the same way as they would for changes which are not considered lease modifications.

IFRS 4 (Amendment) 'Extension of the Temporary Exemption from Applying IFRS 9'

The amendment changes the fixed expiry date for the temporary exemption in IFRS 4 'Insurance Contracts' from applying IFRS 9 'Financial Instruments', so that entities would be required to apply IFRS 9 for annual periods beginning on or after 1 January 2023.

IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 (Amendments) 'Interest rate benchmark reform – Phase 2'

The amendments complement those issued in 2019 and focus on the effects on financial statements when a company replaces the old interest rate benchmark with an alternative benchmark rate as a result of the reform. More specifically, the amendments relate to how a company will account for changes in the contractual cash flows of financial instruments, how it will account for the change in its hedging relationships and the information it should disclose.

STANDARDS AND INTERPRETATIONS EFFECTIVE FOR SUBSEQUENT PERIODS

IFRS 16 (Amendment) 'Covid-19-Related Rent Concessions' (effective for annual periods beginning on or after 1 April 2021)

The amendment extends the application period of the practical expedient in relation to rent concessions by one year to cover rental concessions that reduce leases due only on or before 30 June 2022. The amendment has not yet been endorsed by the EU.

IFRS 17 'Insurance contracts 'and Amendments to IFRS 17 (effective for annual periods beginning on or after 1 January 2023)

IFRS 17 has been issued in May 2017 and, along with the Amendments to IFRS 17 issued in June 2020, supersedes IFRS 4. IFRS 17 establishes principles for the recognition, measurement, presentation and disclosure of insurance contracts within the scope of the Standard and its objective is to ensure that an entity provides relevant information that faithfully represents those contracts. The new standard solves the comparison problems created by IFRS 4 by requiring all insurance contracts to be accounted for in a consistent manner. Insurance obligations will be accounted for

using current values instead of historical cost. The standard has not yet been endorsed by the EU.

IAS 16 (Amendment) 'Property, Plant and Equipment – Proceeds before Intended Use' (effective for annual periods beginning on or after 1 January 2022)

The amendment prohibits an entity from deducting from the cost of an item of PP&E any proceeds received from selling items produced while the entity is preparing the asset for its intended use. It also requires entities to separately disclose the amounts of proceeds and costs relating to such items produced that are not an output of the entity's ordinary activities. The amendment has not yet been endorsed by the EU.

IAS 37 (Amendment) 'Onerous Contracts – Cost of Fulfilling a Contract' (effective for annual periods beginning on or after 1 January 2022)

The amendment clarifies that 'costs to fulfill a contract' comprise the incremental costs of fulfilling that contract and an allocation of other costs that relate directly to fulfilling contracts. The amendment also clarifies that, before a separate provision for an onerous contract is established, an entity recognizes any impairment loss that has occurred on assets used in fulfilling the contract, rather than on assets dedicated to that contract. The amendment has not yet been endorsed by the EU.

IFRS 3 (Amendment) 'Reference to the Conceptual Framework' (effective for annual periods beginning on or after 1 January 2022)

The amendment updated the standard to refer to the 2018 Conceptual Framework for Financial Reporting, in order to determine what constitutes an asset or a liability in a business combination. In addition, an exception was added for some types of liabilities and contingent liabilities acquired in a business combination. Finally, it is clarified that the acquirer should not recognize contingent assets, as defined in IAS 37, at the acquisition date. The amendment has not yet been endorsed by the EU.

IAS 1 (Amendment) 'Classification of liabilities as current or non-current' (effective for annual periods beginning on or after 1 January 2023)

The amendment clarifies that liabilities are classified as either current or non-current depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date. The amendment also clarifies what IAS 1 means when it refers to the 'settlement' of a liability. The amendment has not yet been endorsed by the EU.

IAS 1 (Amendments) 'Presentation of Financial Statements' and IFRS Practice Statement 2 'Disclosure of Accounting policies'(effective for annual periods beginning on or after 1 January 2023)

The amendments require companies to disclose their material accounting policy information and provide guidance on how to apply the concept of materiality to accounting policy disclosures. The amendments have not yet been endorsed by the EU.

IAS 8 (Amendments) 'Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting

Estimates'(effective for annual periods beginning on or after 1 January 2023)

The amendments clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. The amendments have not yet been endorsed by the EU.

Annual Improvements to IFRS Standards 2018–2020 (effective for annual periods beginning on or after 1 January 2022)

The amendments set out below include changes to three IFRSs. The amendments have not yet been endorsed by the EU.

IFRS 9 'Financial instruments'

The amendment addresses which fees should be included in the 10% test for derecognition of financial liabilities. Costs or fees could be paid to either third parties or the lender. Under the amendment, costs or fees paid to third parties will not be included in the 10% test.

IFRS 16 'Leases'

The amendment removed the illustration of payments from the lessor relating to leasehold improvements in Illustrative Example 13 of the standard in order to remove any potential confusion about the treatment of lease incentives.

IAS 41 'Agriculture'

The amendment has removed the requirement for entities to exclude cash flows for taxation when measuring fair value under IAS 41.

2.3 Significant Accounting Estimates and Assumptions

The preparation of the interim condensed financial information in accordance with International Financial Reporting Standards (IFRS) requires the management to make estimates and assumptions that may affect the accounting balances of assets and liabilities, the required disclosure of contingent assets and liabilities at the date of the interim condensed financial information as well as the amounts of revenues and expenses that have been recognized during the reported period. The use of the available information, which is based in historical data and assumptions and the implementation of subjective evaluation are necessary in order to conduct estimates. The actual future results may differ from the above estimates and these differences may affect the interim condensed financial information. Estimates and relative assumptions are revised constantly. The revisions in accounting estimations are recognized in the period they occur if the revision affects only the specific period or in the revised period and the future periods if the revisions affect the current and the future periods.

For the preparation of the interim condensed financial information, the significant accounting estimates and assumptions by the Management in the application of the accounting policies of the Group and the Company, as well as the main sources for the assessment of uncertainty are the same as those adopted during the preparation of the annual financial statements as of December 31, 2020.

3. Notes on the Financial Statements

3.1 Developments and Performance of the Group

The following table depicts the Group's financial results from continuing operations for the period ended March 31, 2021.

Financial Results of 1st Quarter 2021
(CONTINUING OPERATIONS)
(amounts in thousand Euro) 1st Quarter 2021 1st Quarter 2020 % Change
Turnover 111,367 73,991 50.5%
Gross Profit 44,420 17,202 158.2%
Gross Profit Margin 39.9% 23.2%
ΕΒΙΤ 30,124 5,365 461.5%
EBIT Margin 27.0% 7.3%
EBITDA 35,958 9,521 277.7%
EBITDA Margin 32.3% 12.9%
Adjusted EBITDA 36,691 9,521 285.4%
Adjusted EBITDA Margin 32.9% 12.9%
EBT 29,394 4,736 520.7%
EBT Margin 26.4% 6.4%
Total EAT 24,533 3,516 597.8%
EAT Margin 22.0% 4.8%
Total EATAM 24,398 3,415 614.4%
EATAM Margin 21.9% 4.6%
Earnings per Share (in euro) 0.5619 0.0781 619.7%

Adjusted EBITDA does not include expenses of € 733, which relate to the operational reorganization of Don & Low LTD. This subsidiary reduced its presence in woven technical fabrics, while increasing its production capacity in non-woven technical fabrics. The relevant costs relate to the impairment of the company's fixed machinery equipment.

For completeness purposes, the following table includes the financial results of the Group for the period ended March 31, 2021 in total, both from continuing and discontinued operations:

Financial Results of 1st Quarter 2021
(CONTINUING & DISCONTINUED OPERATIONS)
(amounts in thousand Euro) 1st Quarter 2021 1st Quarter 2020 % Change
Turnover 111,367 78,401 42.0%
Gross Profit 44,420 17,520 153.5%
Gross Profit Margin 39.9% 22.3%
ΕΒΙΤ 30,088 4,732 535.8%
EBIT Margin 27.0% 6.0%
EBITDA 35,922 9,120 293.9%
EBITDA Margin 32.3% 11.6%
Adjusted EBITDA 36,691 9,521 285.4%
Adjusted EBITDA Margin 32.9% 12.1%
EBT 29,402 4,110 615.4%
EBT Margin 26.4% 5.2%
Total EAT 24,541 2,890 749.2%
EAT Margin 22.0% 3.7%
Total EATAM 24,406 2,789 775.1%
EATAM Margin 21.9% 3.6%
Earnings per Share (in euro) 0.5621 0.0638 781.5%

3.2 Discontinued Operations

Due to the decision to permanently discontinue the production activity of Thrace Linq INC, which was decided in order for the Group to focus on profitable business activities, this specific business activity is recorded in the income statement and the other comprehensive income as discontinued operations.

Discontinued Operations Thrace Linq INC
Statement of Comprehensive Income 31.03.2021 31.03.2020
Turnover - 4,410
Cost of Sales - (4,091)
Gross Profit / (Loss) - 319
Non-Operating Income / (Expenses) (68) (1,045)
Earnings / (Losses) before Taxes (68) (726)
Taxes - -
Earnings / (Losses) after Taxes (68) (726)
Intra- group Eliminations 76 100
Earnings / (Losses) after Taxes 8 (626)
Discontinued Operations Thrace Linq INC
Cash Flows 31.03.2021
Cash Flows from operating activities (287)
Cash Flows from investment activities -
Cash Flows from Financing Activities -
Change in Cash and Cash Equivalents (287)
Cash Flows 31.12.2020 582
Foreign Exchange Differences 19
Cash Flows 31.03.2021 314

3.3 Segment Reporting

The operating segments (business units) are structured based on the different product category, the structure of the Group's management and the internal reporting system. Using the criteria as defined in the financial reporting standards and based on the Group's different activities, the Group's business activity is divided into two sectors, namely the "Technical Fabrics" and the "Packaging" sector.

The information related to the business activities that constitute separate segments for reporting purposes, have been aggregated and depicted in the category "Other", which includes the agricultural sector and the activities of the Parent Company The operating segments of the Group are as follows:

During the year 2020, which was characterized by the spread of the coronavirus Covid 19 pandemic, the Group faced significantly increased demand for specific products in its existing product portfolio and particularly in the area of technical fabrics for personal protection and health applications (Personal Protective Equipment). The Group, taking advantage of the technological capabilities of its modern production lines and its know-how that is developed in technical fabrics, managed to respond to the significantly increased demand, using the existing production lines and channeling a large part of the already produced quantities towards applications in this sector, while proceeding with targeted investments, such as production lines of surgical masks and production line of technical non-woven fabrics Meltblown (as it has been already announced to the investors' community with the corporate announcements as of 04/05/2020 and 01/10/2020).

From a commercial point of view, the Group during the previous year developed its customer base through the available sales networks per country, based on the individual market needs of each country, through its subsidiaries and regardless of the reference segment, either by channeling the products to the retail market or entering into agreements with the authorities of the local health systems.

IIn the first quarter of 2021, the Group continued to support this industry, according to the market's needs, maintaining at the same time the product mix transformation, thus achieving the sale of higher profitability products. The total Earnings before Taxes at Group level for the first quarter of 2021 amounted to € 29.4 million, out of which, € 20.6 million, according to Management estimates, was a consequence of the above conditions and especially due to the change of product mix; specifically € 20.5 million were allocated to the "Technical Fabrics" segment and € 0.1 million were allocated to the "Packaging" segment.

It should be noted that part of the specific investments made (such as the production line of technical non-woven fabrics meltblown), in case of a lower demand for personal protection and health products in the future, will be used for the production of other products and in order to serve alternative markets and applications.

BALANCE SHEET OF 31.03.2021 TECHNICAL
FABRICS
PACKAGING OTHER INTRA
SEGMENT
ELIMINATIONS
GROUP
Total consolidated assets 260,945 117,747 80,628 (70,680) 388,640
INCOME STATEMENT FOR THE PERIOD
FROM 01.01 –31.03.2021
TECHNICAL
FABRICS
PACKAGING OTHER INTRA
SEGMENT
ELIMINATIONS
GROUP
Turnover 85,194 28,360 1,329 (3,516) 111,367
Cost of sales (48,083) (21,046) (1,297) 3,479 (66,947)
Gross profit 37,111 7,314 32 (37) 44,420
Other operating income 159 69 31 (33) 226
Distribution expenses (5,911) (2,162) - (102) (8,175)
Administrative expenses (3,106) (942) (230) 80 (4,198)
Research and Development Expenses (297) (88) - - (385)
Other operating expenses (1,064) (405) (93) - (1,562)
Other Income / (Losses) (203) (3) (1) 5 (202)
Operating profit / (loss) 26,689 3,783 (261) (87) 30,124

Amounts in thousand Euro, unless stated otherwise

INCOME STATEMENT FOR THE PERIOD
FROM 01.01 –31.03.2021
TECHNICAL
FABRICS
PACKAGING OTHER INTRA
SEGMENT
ELIMINATIONS
GROUP
Interest & related (expenses)/income (622) (277) (3) 18 (884)
Income from dividends - - - - -
Profit / (loss) from companies
consolidated with the Equity method
164 234 (244) - 154
Earnings / (losses) before tax
(Continuing operations)
26,231 3,740 (508) (69) 29,394
Earnings / (losses) before tax
(Discontinued operations)
8 - - - 8
Total Earnings / (losses) before tax 26,239 3,740 (508) (69) 29,402
Depreciation from continuing
operations
4,199 1,556 78 - 5,833
Depreciation from discontinued
operations
- - - - -
Total Depreciation 4,199 1,556 78 - 5,833
Earnings / (losses) before interest,
tax, depreciation & amortization
from continuing operations (EBITDA)
30,888 5,339 (183) (87) 35,958
Earnings / (losses) before interest,
tax, depreciation & amortization
from discontinued operations
(EBITDA)
(36) - - - (36)
Total Earnings / (losses) before
interest, tax, depreciation &
amortization (EBITDA)
30,852 5,339 (183) (87) 35,922
BALANCE SHEET OF 31.12.2020 TECHNICAL
FABRICS
PACKAGING OTHER INTRA
SEGMENT
ELIMINATIONS
GROUP
Total consolidated assets 218,642 113,405 80,529 (70,417) 342,159
INCOME STATEMENT FOR THE PERIOD
FROM 01.01 –31.03.2020
TECHNICAL
FABRICS
PACKAGING OTHER INTRA
SEGMENT
ELIMINATIONS
GROUP
Turnover 51,745 23,757 1,220 (2,731) 73,991
Cost of sales (40,651) (17,744) (1,077) 2,683 (56,789)
Gross profit 11,094 6,013 143 (48) 17,202
Other operating income 98 41 15 (28) 126
Distribution expenses (5,680) (2,013) - (118) (7,811)
Administrative expenses (2,592) (928) (265) 156 (3,629)
Research and Development Expenses (341) (85) - - (426)
Other operating expenses (36) (286) 3 2 (317)
Other Income / (Losses) 249 (28) (1) - 220
Operating profit / (loss) 2,792 2,714 (105) (36) 5,365
Interest & related (expenses)/income (190) (358) (129) 7 (670)
(Profit) / loss from investments in
subsidiaries or J/Vs
- - - - -
Income from dividends - - - - -
Profit / (loss) from companies
consolidated with the Equity method
175 142 (276) - 41
Earnings / (losses) before tax
(Continuing operations)
2,777 2,498 (510) (29) 4,736
Earnings / (losses) before tax
(Discontinued operations)
(626) - - - (626)
Total Earnings / (losses) before tax 2,151 2,498 (510) (29) 4,110
Depreciation from continuing
operations
2,627 1,456 73 - 4,156
Depreciation from discontinued
operations
232 - - - 232
Total Depreciation 2,859 1,456 73 - 4,388

INCOME STATEMENT FOR THE PERIOD
FROM 01.01 –31.03.2020
TECHNICAL
FABRICS
PACKAGING OTHER INTRA
SEGMENT
ELIMINATIONS
GROUP
Earnings / (losses) before interest,
tax, depreciation & amortization
from continuing operations (EBITDA)
5,419 4,170 (32) (36) 9,521
Earnings / (losses) before interest,
tax, depreciation & amortization
from discontinued operations
(EBITDA)
(401) - - - (401)
Total Earnings / (losses) before
interest, tax, depreciation &
amortization (EBITDA)
5,018 4,170 (32) (36) 9,120

3.4 Other Operating Income

Other Operating Income Group Company
31.03.2021 31.03.2020 31.03.2021 31.03.2020
Grants * 45 18 - -
Income from rents 14 6 - -
Income from provision of services - - - -
Income from prototype materials 8 9 - -
Reverse entry of not utilized
provisions
- 5 - -
Income from electric energy
management programs
113 69 - -
Other operating income 46 19 31 9
Total 226 126 31 9

* refers to the following grants awarded: recruitment of new graduates as well as professional training of the Group's employees.

3.5 Other Gain / Losses

Other Gains / (Losses) Group Company
31.03.2021 31.03.2020 31.03.2021 31.03.2020
Gain / (Losses) from sale of fixed assets (323) (36) - 5
Foreign Exchange Differences 121 256 (1) -
Total (202) 220 (1) 5

3.6 Number of Employees

The number of employed staff at the Group and Company at the end of the period (excluding the joint ventures) was as follows:

Number of employees Group Company
31.03.2021 31.03.2020 31.03.2021 31.03.2020
Full-time employees / Day-wage
employees
1,713 1,573 22 20

3.7 Other Operating Expenses

Other Operating Expenses Group Company
31.03.2021 31.03.2020 31.03.2021 31.03.2020
Provisions for doubtful receivables 77 112 - -
Other taxes and duties non
incorporated in operating cost
54 45 - -
Depreciation 11 16 - -
Staff indemnities 92 22 92 -
Commissions / other bank expenses 42 18 - -
Expenses for the purchase of
prototype materials (maquettes)
13 13 - -
Other operating expenses 79 91 1 -
Impairments of fixed assets 107 - - -
Other provisions 354 - - -
Sub-Total 829 317 93 -
Extraordinary and non-recurring
expenses
733 - - -
Total 1,562 317 93 -

Analysis of extraordinary and non-recurring Group
expenses 31.03.2021 31.03.2020
Impairment of fixed assets' value 733 -
Total 733 -

In the context of the restructuring of the Group's participations, expenses of € 733 arose as a result of the operational reorganization of the subsidiary Don & Low LTD. This subsidiary reduced its presence in woven technical fabrics, while increasing its production capacity in non-woven technical fabrics. These costs relate to the impairment of fixed machinery equipment of the company.

3.8 Financial income/(expenses)

3.8.1 Financial income

Financial income Group Company
31.03.2021 31.03.2020 31.03.2021 31.03.2020
Interest income 58 2 - -
Foreign exchange differences 178 477 - -
Total 236 479 - -

3.8.2 Financial expenses

Financial expenses Group Company
31.03.2021 31.03.2020 31.03.2021 31.03.2020
Interest Expense (582) (890) (3) (129)
Foreign exchange differences (414) (77) - -
Interest on rights of use assets (7) (4) - -
Financial result from Pension Plans (117) (178) - -
Total (1,120) (1,149) (3) (129)

3.9 Earnings per Share (Consolidated)

Earnings after tax, per share, are calculated by dividing net earnings (after tax) allocated to shareholders, by the weighted average number of shares outstanding during the relevant financial period, after the deduction of any treasury shares held.

Basic earnings per share (Consolidated, continuing
operations)
31.3.2021 31.3.2020
Earnings allocated to shareholders 24,398 3,415
Number of shares outstanding (weighted) 43,419 43,737
Basic and adjusted earnings per share (Euro in absolute
terms)
0.5619 0.0781
Basic earnings per share (Consolidated, discontinued
operations)
31.3.2021 31.3.2020
Earnings allocated to shareholders 8 (626)
Number of shares outstanding (weighted) 43,419 43,737
Basic and adjusted earnings per share (Euro in absolute
terms)
0.0002 (0.0143)
Basic earnings per share (Consolidated, total operations) 31.3.2021 31.3.2020
Earnings allocated to shareholders 24,406 2,789
Number of shares outstanding (weighted) 43,419 43,737
Basic and adjusted earnings per share (Euro in absolute
terms)
0.5621 0.0638

As of 31st March 2021, the Company held 322,688 treasury shares.

3.10 Income Tax

The analysis of tax charged in the period's results, is as follows:

Income Tax Group Company
31.03.2021 31.03.2020 31.03.2021 31.03.2020
Income tax (4,721) (1,247) - -
Deferred tax (expense)/income (140) 27 (6) 1
Total (4,861) (1,220) (6) 1

3.11 Tangible Fixed Assets

The changes in the tangible fixed assets during the period are analyzed as follows:

Tangible Assets Group Company
Balance as at 01.01.2021 131,512 357
Additions 6,012 3
Disposals (2,942) -
Transfer from fixed assets with right of
use
10,060 -
Impairments (840) -
Depreciation (5,227) (13)
Depreciation of assets sold 2,614 -
Foreign exchange differences 2,845 -
Balance as at 31.03.2021 144,034 347
Tangible Assets Group Company
Balance as at 01.01.2020 123,210 398
Additions 29,021 11
Disposals (4,899) (5)
Transfer from fixed assets with right of
use
413 -
Impairments (1,931) -
Depreciation (15,913) (51)
Depreciation of assets sold 4,266 4
Foreign exchange differences (2,655) -
Balance as at 31.12.2020 131,512 357

There are no liens and guarantees on the Company's tangible fixed assets, while the liens on the Group's tangible assets amount to € 5,635.

3.12 Right-of-use assets

The right-of-use assets are analyzed as follows:

Assets with right of use Group Company
Balance 01.01.2021 13,197 55
Additions 950 605
Reductions (15) -
Transfer to fixed assets (10,060) -
Depreciation (522) (31)
Depreciation of assets sold 13 -
Foreign exchange difference 26 -
Balance 31.03.2021 3,589 629
Assets with right of use Group Company
Balance 01.01.2020 14,972 176
Additions 1,607 40
Reductions (214) (30)
Transfer to fixed assets (413) -
Depreciation (2,715) (131)
Foreign exchange difference (40) -
Balance 31.12.2020 13,197 55

The consolidated and stand alone statement of financial position includes the following amounts related to lease liabilities:

Liabilities from Leasing Group Company
31.3.2021 31.3.2021 31.12.2020
Short-term liabilities from leasing 1,052 2,822 129 31
Long-term liabilities from leasing 2,490 3,210 500 25
Total Liabilities from Leasing 3,542 6,032 629 56

The above amounts, among others, include leases for buildings, cars, clark, printers and other equipment that were initially recognized due to the first adoption of IFRS 16 in financial year 2019. These amounts for the Group account for € 2,481 for 2021 and € 1,713 for 2020. For the Company the amounts account for € 629 and € 56 respectively.

3.13 Fixed assets held for sale

This is the industrial property that housed Thrace Linq INC, located in South Carolina, USA. The management of the Group decided to sell the particular property. This property is included in the segment of technical fabrics.

During the financial year 2020, the transfer of the above property was completed.

The total price consideration of the sale amounted to USD 14.5 million. As a result of the existing agreement, Thrace Linq INC received the amount of USD 11 million, while an amount of USD 3.5 million along with the corresponding interest will have to be paid by the Buyer at a later time, i.e. within twelve months from the date of the sale of property.

However, according to the existing agreements and its special covenants (both with the Buyer and with the Bank involved), in case for any reason the Buyer breaches its obligation to repay the remaining amount at the agreed time horizon (up until 15/06/2021 at the latest), the company Thrace Linq INC has the right to repurchase the property (based on priority and also based on its own discretion), covering the outstanding balance of the loan (and any interest or expenses that will be due) of the buyer as it will have been formed at the time when Thrace Linq INC will exercise this right, thus permanently canceling the sale or alternatively in case this is deemed unprofitable, the company has the right to participate in the property's sale process (having as collateral the second registered mortgage).

Given the above and as the existence of the aforementioned right (call option) to repurchase the property creates conditions of uncertainty regarding the final completion of the transaction, its accounting recognition will take place when, by 15/06/2021 the latest unless it is agreed otherwise, the relevant events become certain and final. The amount of USD 11 million received was recorded in the cash and cash equivalents, respectively increasing the "Other current liabilities".

3.14 Intangible Assets

The changes in the intangible fixed assets during the period are analyzed as follows:

Intangible Assets Group Company
Balance 01.01.2021 10,655 401
Additions 17 -
Amortization (84) (35)
Impairments - -
FX differences 64 -
Balance 31.03.2021 10,652 366

Intangible Assets Group Company
Balance 01.01.2020 11,350 503
Additions 27 -
Amortization (344) (102)
Transfers 1 -
Impairments (321) -
FX differences (58) -
Balance 31.12.2020 10,655 401

Intangible assets relate mainly to subsidiary related goodwill accounts which are analyzed in the annual financial statements.

3.15 Other Long-term Receivables

Due to delays observed in the collection of grants receivable from the Greek State, the Group has reclassified this item in the previous years from short-term to long-term receivables, while proceeding to a partial impairment. The receivables of the Group that has been recorded before the impairments, amounts to € 11,062.

The receivable was formed due to a 12% grant on the payroll cost concerning the personnel employed in Xanthi and is to be collected from OAED (Greek Manpower Employment Organization).

Other Long-Term Receivables Group Company
31.3.2021 31.12.2020 31.3.2021 31.12.2020
Grants receivable 4,879 4,879 1,119 1,119
Other accounts receivable 119 155 38 38
Total 4,998 5,034 1,157 1,157

On July 17, 2020, the Law 4706/2020 was passed, according to which the outstanding receivables of the beneficiaries until 31.12.2015, which as mentioned above amount to € 11,062 for the Group, will be offset against existing and future claims of the State, by the entry into force of the above law.

The obligations of OAED and the Greek State are exhausted according to the provisions of article 87, par. 2 of Law 4706/2020. The companies of the Group, which raise claims against OAED, have initiated the legal and formal procedures for claiming the above amounts, however, at the time of preparation of the current Report, the required decisions of the Administrative Court of First Instance have not been issued, in accordance with the provisions of the Joint Ministerial Decision issued by the aforementioned Law.

3.16 Trade and other receivables

3.16.1 Trade Receivables

Trade Receivables Group Company
31.3.2021 31.12.2020 31.3.2021 31.12.2020
Customers 81,588 64,170 2,339 2,340
Provisions for doubtful debts (7,362) (7,307) (2,328) (2,328)
Total 74,226 56,863 11 12

The Group's customers included notes and checks of € 5,813 for 2021 versus € 8,065 which was the corresponding amount for 2020.

Fair value of receivables from customers

Given their short-term nature, the fair value of receivables approximates book value.

Classification of customer receivables

Receivables from customers consist of the amounts due from customers from the sale of products that occur during the normal operation of the Group. In general, credit terms range from 30 to 180 days and therefore customer receivables are classified as short-term.

Receivables from customers are initially recognized in the transaction amount if the Group has the unconditional right to receive the transaction price. The Group holds the receivables from customers in order to collect the contractual cash flows and therefore measures them at amortized cost using the effective interest rate method.

The dispersion of the Group's sales is deemed as satisfactory. There is no concentration of sales into a limited number of customers and therefore there is no increased risk of income loss or increased credit risk.

Impairment of receivables from customers

For the accounting policy on impairment of receivables from customers, see note 2.10 in the Annual Financial Statements of the year ended 31.12.2020.

3.16.2 Other receivables

Group Company
Other receivables 31.3.2021 31.12.2020 31.3.2021 31.12.2020
Debtors 3,386 2,417 23 23
Investment Grant Receivable 2,193 2,193 - -
Prepaid expenses 4,228 2,601 67 171
Provisions for doubtful debtors - - - -
Total 9,807 7,211 90 194

The above concerns a grant receivable of Law 3299/2004 of the subsidiary Thrace Plastics Pack SA concerning an implemented investment.

Accrued expenses mainly concern the receivable for government subsidies, advance payments of taxes other than income tax and other prepaid expenses.

3.17 Bank Debt

The Group' s long term loans have been granted from Greek and foreign banks. The repayment time varies, according to the loan contract, while most loans are linked to Euribor plus a spread.

The Group's short term loans have been granted from Greek and foreign banks with interest rates of Euribor or Libor plus a margin. The book value of loans approaches their fair value during 31 March 2021.

Group Company
Debt 31.3.2021 31.12.2020 31.3.2021 31.12.2020
Long-term debt 42,625 46,691 - -
Total long-term debt 42,625 46,691 - -
Long-term debt payable in the
next year
15,902 15,722 - -
Short-term debt 8,925 10,589 960 960
Total short-term debt 24,827 26,311 960 960
Grand Total 67,452 73,002 960 960

Analytically, bank debt at the end of the period was as follows:

Short-term debt include an amount of € 173 which relates to a Factoring agreement of Thrace Plastics Pack SA with ABC Factors, which has been received by the aforementioned subsidiary with recourse.

The Company has no bank debt and the balance of the short-term loans refer to an intragroup loan.

Interest rates are linked on a case by case basis with a Euribor or Libor plus a margin ranging from 1.25% to 3.9%.

3.18 Net Debt

Group Company
Net Debt 31.3.2021 31.12.2020 31.3.2021 31.12.2020
Long-term debt 42,625 46,691 - -
Long-term liabilities from leases 2,490 3,210 500 25
Short-term debt 24,827 26,311 960 960
Short-term liabilities from leases 1,052 2,822 129 31
Total debt 70,994 79,034 1,589 1,016
Minus cash & cash equivalents 61,816 40,824 81 163
Net debt 9,178 38,210 1,508 853
EQUITY 208,660 174,583 76,353 76,623
NET DEBT / EQUITY 0.04 0.22 0.02 0.01

Furthermore, the Net Debt / EBITDA ratio of the Group for the period amounted to 0.10x (EBITDA refers to the period from 01.04.2020 to 31.03.2021).

It is noted that, on 31.12.2020 the level of the ratio stood at 0.55x while on 31.03.2020 had settled at 2.78x.

Since 2018, the Company has transformed into a Holding Company and therefore the net debt to EBITDA ratio does not reflect the actual relation between the Company's debt and its earnings. For this reason, going forward the Company will not be monitoring the particular ratio.

It is also noted that the Company has no bank debt and the outstanding balance of the short-term loans refer to an intragroup loan.

3.19 Employee Benefits

The liabilities of the Company and the Group towards its employees in providing them with certain future benefits, depending on the length of service is calculated by an actuarial study on annual basis. The accounting treatment is made on the basis of the accrued entitlement, as at the date of the Balance Sheet, that is anticipated to be paid, discounted to its present value by reference to the anticipated time of payment.

The liability for the Company and the Group, as presented in the Balance Sheet, is analyzed as follows:

Employee Benefits Group Company
31.3.2021 31.12.2020 31.3.2021 31.12.2020
Defined contribution plans – Not self
financed
3,315 3,283 241 238
Defined benefit plans – Self financed 4,981 12,729 - -
Total provision at the end of the year 8,296 16,012 241 238

3.19.1 Defined contribution plans – Not self financed

The Greek companies of the Group as well as the subsidiary Thrace Ipoma A.D. domiciled in Bulgaria participate in the following plan. With regard to the Greek companies, the following liability arises from the relevant legislation and concerns 40% of the required compensation per employee.

Defined contribution plans – Group Company
Not self financed 31.3.2021 31.12.2020 31.3.2021 31.12.2020
Amounts recognized in the balance
sheet
Present value of liabilities 3,315 3,283 241 238
Net liability recognized in the balance
sheet
3,315 3,283 241 238
Amounts recognized in the results
Cost of current employment 22 100 3 8
Net interest on the liability / (asset) 10 20 - 2
Ordinary expense in the account of
results
32 120 3 10
Recognition of prior service cost - 12 - -
Cost of curtailment / settlements / service
termination
- 219 - 66
Other expense / (income) - (35) - -
Total expense in the account of results 32 316 3 76
Changes in the Net Liability recognized
in Balance Sheet
Net liability / receivable at the beginning
of year
3,283 2,599 238 215
Defined contribution plans – Group Company
Not self financed 31.3.2021 31.12.2020 31.3.2021 31.12.2020
Benefits paid from the employer - Other - (420) - (98)
Total expense recognized in the account of
results
32 316 3 76
Total amount recognized in the Net Worth - 649 - 45
Other - 139 - -
Net liability at the end of year 3,315 3,283 241 238

The actuarial assumptions are presented in the following table.

Actuarial Assumptions Greek Companies Thrace Ipoma AD
31.3.2021 31.12.2020 31.3.2021 31.12.2020
Discount rate 0.43% 0.43% 0.50% 0.50%
Inflation 1.30% 1.30% 0.90% 0.90%
Average annual increase of personnel
salaries
1.30% 1.30% 5.00% 5.00%
Duration of liabilities 17 years 17 years 11.8 years 11.8 years

3.19.2 Defined Benefit Plans – Self financed

The subsidiaries Don & Low LTD and Thrace Polybulk AS have formed Pension Plans which operate as separate legal entities in the form of trusts. Therefore the assets of the plans are not dependent to the assets of the companies.

The accounting depiction of the plans according to the revised IAS 19 is as follows:

Group
Defined Benefit Plans – Self financed 31.3.2021 31.12.2020
Amounts recognized in the balance sheet
Present value of liabilities 152,282 158,697
Fair value of the plan's assets (147,301) (145,968)
Net liability recognized in the balance sheet 12,729
Amounts recognized in the results
Cost of current employment - 156
Net interest on the liability / (asset) 114 229

Page 36 of 52 Interim Financial Information - 01.01- 31.03.2021

Contents >>

Group
Defined Benefit Plans – Self financed 31.3.2021 31.12.2020
Ordinary expense in the account of results 114 385
Cost recognition from previous years - -
Cost of curtailment / settlements / service termination - -
Other expense / (income) - 337
Foreign exchange differences - -
Total expense in the account of results 114 722
Asset allocation*
Mutual Funds (Equities) 16,074 17,239
Mutual Funds (Bonds) 78,282 76,430
Diversified Growth Funds 49,525 48,721
Other 3,420 3,578
Total 147,301 145,968
Changes in the Net Liability recognized in Balance Sheet
Net liability / (receivable) at the beginning of year 12,729 12,653
Contributions paid from the employer / Other (229) (1,211)
Total expense recognized in the account of results 114 689
Total amount recognized in the Net Worth (8,124) 1,285
Foreign exchange differences 491 (687)
Net liability / (asset) at the end 4,981 12,729

* The assets of the plan are measured at fair values and include mainly mutual funds of Baillie Gifford and of Legal & General Investment Management.

The category "Other" also includes the plan's cash reserves.

The actuarial assumptions are presented in the following table.

Actuarial Assumptions Don & Low LTD Thrace Polybulk AS
31.3.2021 31.12.2020 31.3.2021 31.12.2020
Discount rate 2.14% 1.42% 1.70% 1.70%
Inflation 3.21% 2.91% 2.00% 2.00%
Average annual increase of
personnel salaries
3.21% 2.91% 2.00% 2.00%
Duration of liabilities 18 years 18 years 10 years 10 years

3.20 Suppliers and Other Short-Term Liabilities

Suppliers and Other Short-Term Liabilities are presented analytically in the following tables.

3.20.1 Suppliers

Suppliers Group Company
31.3.2021 31.12.2020 31.3.2021 31.12.2020
Suppliers 47,515 29,697 545 531
Total 47,515 29,697 545 531

3.20.2 Other Short-Term Liabilities

Group Company
Other Short-Term Liabilities 31.3.2021 31.12.2020 31.3.2021 31.12.2020
Sundry creditors* 13,913 12,333 16 4
Liabilities from taxes and pensions 9,207 6,178 127 402
Dividends payable 85 85 83 83
Customer prepayments ** 6,698 5,636 - -
Personnel salaries payable 1,053 1,339 44 69
Accrued expenses – Other accounts
payable
8,738 7,521 1,191 868
Total short-term liabilities 39,694 33,092 1,461 1,426

The fair value of the liabilities approaches the book values.

* Includes the amount of 11 million dollars that the company Thrace Linq INC received for the transfer of the property (see note 3.13).

** Customer prepayments refer to the Group's obligation to deliver products to third parties. Revenues will be recognized in the results upon delivery of the order.

3.21 Transactions with Related Parties

The Group classifies as related parties the members of the Board of Directors, the directors of the Company's divisions as well as the shareholders who own over 5% of the Company's share capital (their related parties included).

The commercial transactions of the Group with these related parties during the period 01.01.2021– 31.03.2021 have been conducted according to market terms and in the context of the ordinary business activities.

The transactions with the Subsidiaries, Joint Ventures and Related companies according to the IFRS 24 during the period 1/1/2021 – 31/3/2021 are presented below.

Income Group Company
31.03.2021 31.03.2020 31.03.2021 31.03.2020
Subsidiaries - - 1,257 1,115
Joint Ventures 1,700 1,842 29 29
Related Companies 3 3 - -
Total 1,703 1,845 1,286 1,144
Group Company
Expenses 31.03.2021 31.03.2020 31.03.2021 31.03.2020
Subsidiaries - - 18 6
Joint Ventures 114 91 - -
Related Companies 207 272 86 130
Total 321 363 104 136
Group
Company
Trade and other receivables 31.03.2021 31.12.2020 31.03.2021 31.12.2020
Subsidiaries - - 6 7
Joint Ventures 1,908 1,370 - -
Related Companies 3 26 - 26
Total 1,911 1,396 6 33
Group Company
Suppliers and Other Liabilities 31.03.2021 31.12.2020 31.03.2021 31.12.2020
Subsidiaries - - 779 1,059
Joint Ventures 37 23 - 19

Related Companies 349 180 258 141 Total 386 203 1,037 1,219

Group Company
Long-term Liabilities 31.03.2021 31.12.2020 31.03.2021 31.12.2020
Subsidiaries - - 305 313
Joint Ventures - - - 5
Related Companies 632 - 437 -
Total 632 - 742 318

The Group's "subsidiaries" include all companies consolidated with "Thrace Plastics Group" via the full consolidation method. The "Joint Ventures" include those consolidated with the equity method.

The Company has granted guarantees to banks against long-term loans for the account of its subsidiaries. On 31.03.2021, the outstanding amount for which the Company had provided guarantee settled at € 45,565 and is analyzed as follows:

Guarantees for Subsidiaries 31.03.2021
ThraceNonwovens & Geosynthetics Single Person S.A. 17,361
Thrace Greenhouses SA 1,314
Thrace Plastics Pack SA 19,640
Thrace Polyfilms Single Person SA 7,250
Total 45,565

3.22 Investments

3.22.1 Investments in companies consolidated with the full consolidation method

The value of the Company's investments in subsidiaries, as of 31st March 2021, is as follows:

Companies consolidated with the full consolidation
method
31.03.2021 31.12.2020
DON & LOW LTD 37,495 37,495
THRACE PLASTICS PACK SA 15,507 15,507
THRACE NONWOVENS & GEOSYNTHETICS SA 5,710 5,710
SYNTHETIC HOLDINGS LTD 11,728 11,728
THRACE POLYFILMS 3,418 3,418
Total 73,858 73,858

3.22.2 Investments in companies consolidated with the equity method

The following table presents the companies in which the management is jointly controlled with another shareholder with the right to participate in their net assets. According to IFRS 11, the companies are consolidated according to the Equity method. The parent Company holds direct business interests of 50.91% in Thrace Greenhouses SA with a value of € 3,615 and of 51% in Thrace Eurobent SA with a value of € 204 on 31.03.2021. The company Thrace Greiner Packaging SRL is 50% owned by Thrace Plastics Pack SA whereas Lumite INC is 50% owned by Synthetic Holdings LTD.

Company Country of
Activities
Business Activity Percentage of
Shareholding
Thrace Grein-
er Packaging
SRL
Romania The company activates in the production of
plastic boxes for food products and paints and
belongs to the packaging sector.
The company's shares are not listed.
46.47%
Lumite INC United States The company activates in the production of
agricultural fabrics and belongs to the technical
fabrics sector.
50.00%
Thrace Green-
houses SA
Greece The company's shares are not listed.
The company activates in the production of agri
cultural products and belongs to the agricultural
sector.
The company's shares are not listed.
50.91%
Thrace
Eurobent SA
Greece The company activates in the manufacturing of
waterproof products via the use of Geosynthetic
Clay Liner – GCL, and belongs to the technical
fabrics sector.
The company's shares are not listed.
51.00%

The change of the Group's interests in the companies that are consolidated with the equity method is analyzed as follows:

Interests in companies consolidated with the
equity method
01.01 – 31.03.2021 01.01 - 31.12.2020
Balance at beginning 15,068 14,547
Share capital increase (Thrace Greenhouses) - -
Profit / (loss) from joint ventures 154 1,776
Dividends (401) (550)
Foreign exchange differences and other reserves 282 (705)
Balance at end 15,103 15,068

3.23 Commitments and Contingent Liabilities

On 31 March 2021 there are no significant legal issues pending that may have a material effect in the financial position of the Companies in the Group.

The letters of guarantee issued by the banks for the account of the Company and in favor of third parties (Greek State, suppliers and customers) amount to € 834.

3.24 Reclassification of Items

In the present financial statements, reclassifications of immaterial accounting items have been made, in order to be comparable with those of the current period.

3.25 Significant Events

Macroeconomic Environment and Impact of COVID-19

The spread of the COVID-19 pandemic from the beginning of 2020 and up until today, has brought and continues to cause significant disruptions and fluctuations in global supply and demand, including Greece and other countries in which the Group operates and therefore continues to create conditions of intense uncertainty, hampering the macroeconomic environment globally and domestically. At the same time, there is still an inability to accurately estimate the overall impact that the pandemic will ultimately have on the national economies, when the phenomenon begins to subside. However and compared to the previous months, there is evidence of reserved optimism.

The initiation as well as the acceleration of the vaccination process has also contributed to this, creating more favorable conditions and the prospect that in a reasonable time, which remains undefined, the virus will be effectively treated and the economies will return to a phase of relative normality.

Ι. Impact of the pandemic on the operation of the Group for the first quarter of 2021

Despite the fact that the wide and rapid spread of the coronavirus COVID-19 from the beginning of 2020 until today has caused significant disruptions in global supply and demand, the business and financial activity as well as operation of the Group was not negatively affected.

Regarding the operation of production, all production units within the Group continued to operate smoothly for the first quarter of 2021, without facing any operational issues from the spread of the pandemic, regarding the health and safety of the Group's employees, as a result of the particularly strict protection measures taken on a constant basis by the Group.

From a financial point of view, the Group managed not only to deter any decrease in its revenues, but instead achieved to expand sales and profitability, as the reduced demand in some areas of activity

was more than offset by the significant increase in sales in other areas. More specifically, it was observed:

  • Continuation of increased demand for products related to personal protection and health and in particular for technical fabrics, used in personal protection applications.
  • Increased demand for products aimed at the food packaging sector.
  • Lower demand for packaging products related to catering, as a result of the limited activity in this sector, especially in Greece.
  • Significant increase of raw materials' prices on global level.
  • Maintenance and further strengthening of Group's customer base.

As a consequence of the above, in quantitative terms, the Group managed to increase its turnover from continuing operations. As result, sales for the first quarter 2021 amounted to € 111.3 million, increased by 50.5%, compared to the same period of 2020, and Profit before Taxes (EBT) from continuing operations amounted to € 29.4 million, increased by 520.7% compared to the corresponding period of the previous year. It should be noted that according to Management estimates for the first quarter of 2021, the Earnings before Taxes on the Group level which were generated from the increased demand for products of the existing portfolio used in personal protection and health applications (resulting into a change in the product mix) amounted to € 20.6 million (see relevant reference in note 3.3 of the financial statements).

At the same time, during the first quarter of 2021, extraordinary expenses were incurred, which are mainly related to the measures taken to deal with the pandemic, amounting to € 158 thousand.

Regarding the liquidity levels of the Group and the transaction cycle of the subsidiaries, there was no negative effect from the adverse conditions due to the pandemic. On the contrary, during the first quarter of 2021, the Group achieved an even stronger liquidity and the reduction of Net Debt to 9.2 million Euros, thus further strengthening its financial position.

At the same time, the Group continues to maintain higher levels of inventories in basic raw materials, compared to the average level of inventories (increase by 45% in terms of quantities on 31/03/2021, compared to the level of inventories on 31/03/2020).

Regarding investments in the first quarter of the year, it should be noted that the implementation of the already approved investment plan of the Group started and is proceeding smoothly, which will ensure on the one hand the seamless continuation of all operations and on the other hand will contribute to the implementation of the broader strategy of both the companies and the Group.

In addition, the Group proceeded with investments for the further automation and production of new products related to personal protection and health, with the installation and commencement of production of face masks type "FFP2 Thrace Series 902 Advanced", which have a higher level of protection, at the Group's production facilities in Xanthi, Greece, ensuring the production of 1.5 million units per month. The second phase of the investment (which includes the automation of the existing production lines and the installation of the new production line) has so far amounted to € 0.8 million.

From the above it is demonstrated that for the first quarter of 2021, the Group did not suffer any negative, from a financial point of view, impact both in its financial results and trading cycle and therefore it did not face any material financial risk that would adversely affect its business continuity.

ΙΙ. Measures taken to reduce the impact of the pandemic

The Management of the Group continues to closely monitor the developments related to the pandemic crisis and to fully implement a plan to ensure the health and safety of the personnel and the uninterrupted business continuity of the Group.

In particular, in accordance with the guidelines and recommendations of the World Health Organization (WHO) and the local Public Health and Civil Protection Organizations, the following measures were implemented.

  • Establishment of sub-crisis management teams with the participation of the Managements of the subsidiaries and the Group, the Human Resources Directorates, the Occupational Physicians and the Safety Technicians.
  • Informing employees about the coronavirus, the mode of transmission, the prevention and protection measures and providing recommendations and instructions for personal hygiene, in accordance with the local instructions of the competent authorities.
  • Provision of personal protective equipment to the personnel (masks, antiseptics, gloves).
  • Carrying out disinfections at the Company's premises on a regular basis.
  • Conduct Covid-19 tests on the per-

sonnel as a whole and repeat them, as appropriate.

  • Remote work for office employees to the greatest possible extent.
  • Protection of employees belonging to vulnerable groups, by their immediate removal from the premises, without curtailing their salaries.
  • Development of specific procedures and protocols for all visitors to the Company's facilities (carriers, contractors, technicians, etc.)
  • Conducting meetings of the employees of all the Companies as well as the Management of the Group and conducting meetings of the Board of Directors without physical presence using electronic or audiovisual means (e.g. video conference).
  • Conducting General Meetings by video conference, in accordance with the provisions of the relevant legislative framework.
  • Restriction of movements to all facilities of the Companies and restriction of travel for business purposes.
  • Continuous monitoring of liquidity, maintaining a high level of cash reserves, for safety reasons.

It should be noted that the protection measures mentioned above continue to be fully implemented in the most consistent manner and to absolute degree at the time of preparation of the present Report.

ΙΙΙ. Assessing the impact of the pandemic in the future

Regarding the prospects for the current year, the Management estimates that the financial performance of the Group will continue to demonstrate a satisfactory trajectory, both in terms of profitability and liquidity in the second quarter of the year 2021 as well. The maintenance of satisfactory demand for a large part of the product portfolio, despite any limited fluctuations, the expanded customer base, the enhanced liquidity and the continuation in application of strict protection measures are the key factors to minimize the negative consequences of the current situation. At the same time, the first months of the year were characterized by the significantly higher prices of basic raw materials worldwide (compared to the year 2020) and the shortages in certain categories of raw materials, without however this fact affecting the operation of the Group. For the following months of the year it is expected a normalization of the supplied quantities of raw materials and a gradual de-escalation of prices, without however approaching the levels of the previous year.

Given the fact that the current cycle in the global market creates conditions of uncertainty, making any assessment regarding the impact of the pandemic on the commercial activity and the financial results of the Company and the Group uncertain, the Group's Management based on all the above, estimates that neither the Group nor any of its individual activities face a possible or threatened event of cessation of activity (going concern). At the same time, the Management remains optimistic about the satisfactory course of the Group's financial results for the entire year 2021, although it maintains reservations about the financial implications that the pandemic will have on the economies of the countries in the near future (especially after the completion of the various aid related programs for those affected) and the manner and intensity with which they may affect the Group's activities, especially in the second half of the year.

Election of new members of the Board of Directors to replace resigned Directors – Reconstitution of the Board of Directors into a body

The Board of Directors of the Company, during the meeting that took place on 18th January 2021, elected:

(a) Ms. Myrto Papathanou of Christos in replacement and for the remaining of the term of the resigned independent non-executive member of the Board of Directors Mr. Konstantinos Gianniris of Ioannis, and

(b) Ms. Spyridoula Maltezou of Andreas in

replacement and for the remaining of the term of the resigned independent non-executive member of the Board of Directors Mr. Ioannis Apostolakos of George.

The above replacement and the election of the specific independent non-executive members of the Board of Directors takes place in the context of the Company's decision for its immediate, substantial and

effective compliance and adaptation of its organization to the requirements and regulations of the new Law 4706/2020 (Government Gazette A' 136 / 17.07.2020) with regard to corporate governance.

More specifically, the election of the above new members of the Board of Directors, on the one hand is in line with the current regulatory framework and in particular with the provisions of the above new law, in terms of substantive criteria and conditions of independence of new members, whereas on the other hand is harmonized with the provisions of the new law on suitability, diversity and, above all, adequate representation by gender in the Board of Directors.

The election of the above new independent non-executive members of the Board of Directors was announced, in accordance with the law and the Company's Articles of Association, at the Extraordinary General Shareholders Meeting of the Company, on 11 February 2021.

Following the above, the Board of Directors of the Company was reconstituted into a body for the remaining of its term, i.e. until March 19th, 2024, as follows:

  • 1) Konstantinos Chalioris of Stavros, Chairman of the Board of Directors (executive member).
  • 2) Christos-Alexis Komninos of Konstantinos, Vice Chairman of the Board of Directors (non-executive member).

  • 3) Dimitrios Malamos of Petros, Chief Executive Officer of the Company (executive member).

  • 4) Vassilios Zairopoulos of Stylianos, Member of the Board of Directors (non-executive member).
  • 5) Christos Siatis of Panagiotis, Member of the Board of Directors (non-executive member).
  • 6) Petros Fronistas of Christos, Member of the Board of Directors (independent non-executive member).
  • 7) Myrto Papathanou of Christos, Member of the Board of Directors (independent non-executive member).
  • 8) Spyridoula Maltezou of Andreas, Member of the Board of Directors (independent non-executive member).
  • 9) Theodoros Kitsos of Konstantinos, Member of the Board of Directors (independent non-executive member).
  • 10) Nikitas Glykas of Ioannis, Member of the Board of Directors (independent non-executive member).

Decisions of the Extraordinary General Meeting of the Company's shareholders of 11thFebruary 2021

The Extraordinary General Meeting of the Company's shareholders on 11February 2021 took the following decisions:

In the 1st item of the agenda, the Meeting decided by majority, in accordance with the provisions of article 3 of Law 3016/2002, the election of the following persons:

  • (a) Ms. Myrto Papathanou of Christos in replacement and for the remaining of the term of the resigned independent non-executive member of the Board of Directors Mr. Konstantinos Gianniris of Ioannis, and
  • (b) Ms. Spyridoula Maltezou of Andreas in replacement and for the remaining of the term of the resigned independent non-executive member of the Board of Directors Mr. Ioannis Apostolakos of George,

The election of the above independent non-executive members of the Board of Directors takes place in the framework of the Company's decision for the immediate, substantial and effective compliance and adaptation of its organization to the requirements and regulations of the new Law 4706/2020 with regard to corporate governance.

Both members that were elected according to the above meet the criteria and conditions of independence of both the article 4, par. 1 of Law 3016/2002 valid until 17.07.2021, as well as of article 9 par. 1 and 2 of Law 4706/2020.

In the 2nd item and in the context of harmonization with the requirements, criteria and regulations of the new Law 4706/2020 with regard to corporate governance and concerning both independence and suitability, diversity and mainly the adequate representation by gender in the Board of Directors, and following a relevant proposal of the Remuneration and Nomination Committee (RNC), the Meeting approved by majority the election of a new elevenmember (11-member) Board of Directors, through the re-election of all its outgoing members, as well as the election of Mr. Georgios Samothrakis of Panagiotis as its new member.

Following the above, the Board of Directors of the Company, with a term in accordance with the provisions of article 7, par. 2 of the Articles of Association, which is extended until the expiration of the deadline within which the next Ordinary General Meeting must convene and until the relevant decision, will consist of the following members:

  • 1) Konstantinos Chalioris of Stavros
  • 2) Christos-Alexis Komninos of Konstantinos
  • 3) Dimitrios Malamos of Petros
  • 4) Vassilios Zairopoulos of Stylianos
  • 5) Christos Siatis of Panagiotis
  • 6) Petros Fronistas of Christos
  • 7) Georgios Samothrakis of Panagiotis
  • 8) Myrto Papathanou of Christos
  • 9) Spyridoula Maltezou of Andreas
  • 10) Theodoros Kitsos of Konstantinos
  • 11) Nikitas Glykas of Ioannis

Simultaneously with the same majority decision, the Extraordinary General Meeting

appointed as independent members of the Board of Directors of the Company, the following: 1) Georgios Samothrakis of Panagiotis, 2) Myrto Papathanou of Christos, 3) Spyridoula Maltezou of Andreas, 4) Theodoros Kitsos of Konstantinos and 5) Nikitas Glykas of Ioannis as they all meet the required by the current regulatory framework (namely article 4, par. 1 of the current until 17.07.2021 Law 3016/2002 and article 9, par. 1 and 2 of Law 4706/2020) conditions and criteria of independence.

In the 3rd item, the Meeting approved by majority, in accordance with the provisions of article 44 of Law 4449/2017, as in force after its amendment by the article 74 of Law 4706/2020, the election of a new Audit Committee, which constitutes an Independent Committee and consists of three (3) members, of which one (1) independent non-executive member of the Board of Directors of the Company and two (2) third parties - non-members of the Board of Directors.

Within the above framework, the following persons were elected as members of the Audit Committee:

  • 1) Mr. Georgios Samothrakis of Panagiotis, Independent non-executive Member of the Board of Directors,
  • 2) Mr. Konstantinos Kotsilinis of Eleftherios, third party and non-Member of the Board of Directors and
  • 3) Mr. Konstantinos Gianniris of Ioannis, third party and non-Member of the Board of Directors.

The members of the Audit Committee as a whole have sufficient knowledge of the sector in which the Company operates, while the majority of the members of the Audit Committee and in particular Messrs. George Samothrakis of Panagiotis and Konstantinos Kotsilinis of Eleftherios, are independent of the Company, given that:

  • (a) They do not hold shares greater than 0.5% of the Company's share capital; and
  • (b) They do not have any dependency relationship with the Company or persons related to it, as this (dependency relationship) is specified in particular in the provisions of article 4 par. 1 of Law 3016/2002, which remains in force until 17.07.2021, as well as of article 9 par. 1 and 2 of Law 4706/2020.

Furthermore, the criterion of sufficient knowledge and experience in auditing or accounting is met in the person of both Mr. Georgios Samothrakis and Mr. Konstantinos Kotsilinis, and therefore each of the above members will be required to attend the meetings of the Audit Committee concerning the approval of the financial statements.

Finally, by the same majority decision, the Meeting specified the term of the Audit Committee as five years, starting on February 11, 2021 and ending on February 11, 2026.

Formation of the newly elected Board of Directors into body

The new eleven-member (11-member) Board of Directors of the Company, elected by the Extraordinary General Meeting of Shareholders, which took place on 11 February 2021, was formed on the same day (11 February 2021) in the following body:

  • 1) Konstantinos Chalioris of Stavros, Chairman of the Board of Directors (executive member).
  • 2) Theodoros Kitsos of Konstantinos, Vice Chairman of the Board of Directors (independent non-executive member).
  • 3) Dimitrios Malamos of Petros, Chief Executive Officer of the Company (executive member).
  • 4) Vassilios Zairopoulos of Stylianos, Member of the Board of Directors (non-executive member).
  • 5) Christos Siatis of Panagiotis, Member of the Board of Directors (non-executive member).

  • 6) Christos-Alexis Komninos of Konstantinos, Member of the Board of Directors (non-executive member).

  • 7) Petros Fronistas of Christos, Member of the Board of Directors (non-executive member).
  • 8) Georgios Samothrakis of Panagiotis, Member of the Board of Directors (independent non-executive member).
  • 9) Myrto Papathanou of Christos, Member of the Board of Directors (independent non-executive member).
  • 10) Spyridoula Maltezou of Andreas, Member of the Board of Directors (independent non-executive member).
  • 11) Nikitas Glykas of Ioannis, Member of the Board of Directors (independent non-executive member).

Election of the Chairman of the Audit Committee

Following the election of a three-member Audit Committee by the Extraordinary General Meeting of Shareholders of 11 February 2021 and the appointment of the persons holding the positions of its members, the Audit Committee at the meeting of 16 February 2021 decided the election of Mr. Georgios Samothrakis of Panagiotis, Independent Non-Executive Member of the Board of Directors of the Company, as its Chairman, in accordance with the provisions of article 44, par. 1, Law 4449/2017, as in force today.

Following the above, the Audit Committee was constituted into a body as follows:

  • 1) Georgios Samothrakis of Panagiotis, Independent Non-Executive Member of the Board of Directors, Chairman of the Audit Committee.
  • 2) Konstantinos Kotsilinis of Eleftherios, third party - non-Member of the Board of Directors, Member of the Audit Committee.
  • 3) Konstantinos Gianniris of Ioannis, third party - non-Member of the Board of Directors, Member of the Audit Committee.

It is noted that from the above Members of the Audit Committee, Messrs. Georgios Samothrakis of Panagiotis and Konstanti-

nos Kotsilinis of Eleftherios, i.e. the majority of the members of the Audit Committee, meet the required by the current regulatory framework (article 4, par. 1 of the effective until 17.07.2021 Law 3016/2002 and article 9, par. 1 and 2 of Law 4706/2020) conditions and criteria of independence.

Appointment of New Head of the Internal Audit Department

According to the decision of 12.03.2021 of its Board of Directors, Mr. Lambros Apostolopoulos was appointed as Head of the Internal Audit Department (Unit).

Mr. Apostolopoulos meets the requirements of the current legal framework (article 15 of Law 4706/2020), i.e. he is full-time and exclusively employed, has personal and functional independence, is not a member of the Board of Directors or a member with the right to vote in standing committees of the Company, has no close relations with anyone who holds one of the above capacities in the Company and has the appropriate knowledge and relevant professional experience to assume the above position.

Mr. Apostolopoulos is a graduate of the Athens University of Economics & Business and of University of Portsmouth, has a 14 year active experience in internal audit and is a certified Internal Auditor.

Mr. Apostolopoulos assumed his duties as Head of the Internal Audit Department on 17/03/2021.

Expiration / Completion of the Stock Repurchase Plan

On 22 March 2021, the Company announced the expiration / completion of the Stock Repurchase Plan in accordance with the provisions of article 49 of Law 4548/2018, as in force, by the Extraordinary General Meeting of Shareholders of March 19th, 2019 (extensive reference to this plan is presented in Section V. of the current Report).

Establishment of Committees of the Board of Directors

The Board of Directors of the Company during its meeting on 22ndMarch 2021, in the context of the proper, accurate and timely information of the investors' community, and for the purposes of a substantial, effective and appropriate compliance and harmonization of the Company with the regulations of articles 11 and 12 of Law 4706/2020 regarding the Committees of the Board of Directors, and also with the parallel adoption of best corporate governance practices, decided the following:

(a) the abolition of the existing Committee for Benefits and Promotion of Nominations (CBPN) and its replacement by the Remuneration and Nomination Committee,

  • (b) the establishment of the Strategy and Investment Committee,
  • (c) the establishment of the Environmental, Social Responsibility and Corporate Governance Committee, and finally
  • (d) the establishment of the Human Resources Committee

The Board of Directors during the above meeting appointed the members and set the responsibilities of these committees.

3.26 Events after the Balance Sheet Date

Invitation to the annual Ordinary General Meeting of shareholders of the Company

The Company released on 28-04-2021 the Invitation for the annual Ordinary General Meeting of shareholders with the following items on the agenda:

    1. Submission and approval of the Annual Financial Statements (separate and consolidated) of the Company for financial year 2020 (01.01.2020- 31.12.2020), in conjunction with the Annual Report of the Board of Directors and the Audit Report on the statements by the External Auditor.
    1. Approval of distribution of earnings for the financial year 2020 (01.01.2020- 31.12.2020), decision with regard to the distribution (payment) of dividend and granting of the relevant authorizations to the Board of Directors.
    1. Approval of the entire administration and discharge of the Certified Auditors of the Company from any compensation or liability deriving from the facts and the management of the closing fiscal year 2020 (01.01.2020 - 31.12.2020) as well as from the respective annual Financial Statements.
    1. Election of an Audit Firm from the Public Registry for the audit of the annual and semi-annual financial statements of the year 2021 (01/01/2021 - 31/12/2021) and determination of their fees.
    1. Approval of the fees and remuneration paid to the members of the Board of Directors during the financial year 2020 (01/01/2020 - 31/12/2020) for the services rendered.
    1. Submission for discussion and voting by the annual Ordinary General Meeting of the Remuneration Report for the year 2020 (01.01.2020-31.12.2020), in accordance with article 112 of Law 4548/2018, as in force.
    1. Approval of a new Remuneration Policy of the Company, according to articles 110 and 111 of Law 4548/2018, as in force.
    1. Determination and pre-approval of the fees and remuneration of the members of the Board of Directors for the current fiscal year 2021 (01.01.2021-31.12.2021), as well as granting of approval for prepayment of the fees to the above members for the time period up to the next Ordinary General Meeting, according to the article 109 of Law 4548/2018 as it is in effect.
    1. Approval of the "Suitability Policy" of the members of the Board of Directors, according to article 3 of law 4706/2020.
    1. Granting of approval-authorization in accordance with article 98 paragraph 1 of Law 4548/2018 as it is in effect, to the Directors of the Board of Directors, to the General Managers, and to the Managers of the Company with regard to their participation in the Boards of Directors or in the Management of companies of the Group.
    1. Approval of the stock repurchase plan of the Company through the Athens Exchange, in accordance with article 49

of Law 4548/2018, as in force, and the provision of relevant authorizations.

Particularly with respect to the 2nd item of the agenda, the Company announced that its Board of Directors will propose to the Annual Ordinary General Meeting the approval of the distribution of earnings for the fiscal year 2020 (01.01.2020- 31.12.2020) and in particular it will propose the distribution (payment) of a total dividend of 6,947,002.24 Euros (gross amount) to the Company's shareholders, from the profits of the closing year 2020, i.e. 0.158820 Euros per share (gross amount), which after taking into consideration the 322,688 own shares held by the Company and which are excluded from the distribution, will increase to 0.16 Euros per share (gross amount).

3.27 Online availability of financial report

The Interim Condensed Financial Information of the Company "THRACE PLASTICS HOLDING SA" has been uploaded on the Internet, at the domain www.thracegroup.gr.

The Interim Condensed Financial Information has been prepared in accordance with the International Financial Reporting Standards as these have been adopted by the European Union, were approved by the Board of Directors on 10 May 2021 and are signed by the representatives of such.

The Chairman
of the BoD
The Chief Executive
Officer
The CFO The Chief
Accountant
KONSTANTINOS ST. DIMITRIOS P. DIMITRIOS V. FOTINI K.
CHALIORIS MALAMOS FRAGKOU KYRLIDOU
ID NO. AM 919476 ID NO. ΑΟ 000311 ID NO. ΑΗ 027548 ID NO. ΑΚ 104541
Accountant Lic.
Reg. No. 34806
Α' CLASS

General Commerce Reg. No. 12512246000 Domicile: Magiko, Municipality of Avdira, Xanthi Greece Offices: 20 Marinou Antypa Str. 17455 Alimos, Attica Greece

www.thracegroup.com

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